Common use of Termination and Reduction of Commitments Clause in Contracts

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Tranche A Term Commitments and the Tranche B Term Commitments shall automatically terminate at 5:00 p.m., New York City time, on the Effective Date and (ii) the Revolving Commitments shall automatically terminate on the Revolving Maturity Date. (b) The Borrower may at any time terminate, or from time to time permanently reduce, the Commitments of any Class; provided that (i) each partial reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000, (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.10, the Aggregate Revolving Exposure would exceed the Aggregate Revolving Commitment and (iii) the Borrower shall not terminate or reduce the LC Sublimit if, after giving effect thereto, the LC Exposure not fully cash collateralized hereunder would exceed the LC Sublimit. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section not later than 11:00 a.m., New York City time, three Business Days, or such shorter period as may be agreed by the Administrative Agent, prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the applicable Class of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination or reduction of the Revolving Commitments delivered under this paragraph may state that such notice is conditioned upon the occurrence of one or more events specified therein, 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. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such Class. All fees in respect of the Revolving Commitments accrued until the effective date of any termination of the Revolving Commitments shall be paid on the effective date of such termination. (d) If after giving effect to any reduction or termination of Revolving Commitments under this Section 2.07, the LC Sublimit exceeds the Revolving Commitments at such time, the LC Sublimit shall be automatically reduced by the amount of such excess.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Tranche A Term Commitments and the Tranche B Term Revolving Facility Commitments shall automatically terminate at 5:00 p.m., New York City time, on the Effective Date and (ii) the Revolving Commitments shall automatically terminate on the Revolving Facility Maturity Date. (b) The Borrower may at any time terminate, or from time to time permanently reduce, the Commitments of any ClassRevolving Facility Commitments; provided that (i) each partial reduction of the Revolving Facility Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 U.S.$500,000 and not less than $5,000,000U.S.$2.0 million (or, if less, the remaining amount of the Revolving Facility Commitments), and (ii) the Borrower shall not terminate or reduce the Revolving Facility Commitments if, after giving effect to any concurrent prepayment of the Revolving Facility Loans by the Borrower in accordance with Section 2.102.11, the Aggregate Revolving Facility Credit Exposure would exceed the Aggregate total Revolving Commitment and (iii) the Borrower shall not terminate or reduce the LC Sublimit if, after giving effect thereto, the LC Exposure not fully cash collateralized hereunder would exceed the LC SublimitFacility Commitments. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Facility Commitments under paragraph (b) of this Section not later than 11:00 a.m., New York City time, at least three (3) Business Days, or such shorter period as may be agreed by the Administrative Agent, Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the applicable Lenders of the applicable Class of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination or reduction of the Revolving Facility Commitments delivered under this paragraph by the Borrower may state that such notice is conditioned upon the occurrence effectiveness of one or more events specified thereinother 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. Any termination or reduction of the Revolving Facility Commitments of any Class shall be permanent. Each reduction of the Revolving Facility Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such Class. All fees in respect of the Revolving Commitments accrued until the effective date of any termination of the Revolving Commitments shall be paid on the effective date of such terminationFacility Commitments. (d) If after giving effect to any reduction or termination of Revolving Commitments under this Section 2.07, the LC Sublimit exceeds the Revolving Commitments at such time, the LC Sublimit shall be automatically reduced by the amount of such excess.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Tranche A Term Commitments and the Tranche B Term all Commitments shall automatically terminate at 5:00 p.m.on August 15, New York City 2022 if the Funding Date shall not have occurred prior to such time, on the Effective Date and (ii) the Revolving any unfunded Term Loan Commitments shall automatically terminate on the Revolving Funding Date after the funding of Term Loans on such date and (iii) all other Commitments shall terminate on the Maturity Date. (b) The Borrower may at any time terminate, or from time to time permanently reduce, the Revolving Commitments of any Classand, prior to the Funding Date, the Term Loan Commitments; provided that that, (i) each partial reduction of the Revolving Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 2,500,000 and not less than $5,000,000, 2,500,000 (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.102.11, (A) the Aggregate amount of any Revolving Lender’s Revolving Credit Exposure would exceed its Revolving Commitment or (B) the Total Revolving Credit Exposure would exceed the Aggregate aggregate Revolving Commitment Commitments and (iii) each reduction of the Borrower Term Loan Commitments shall be in an amount that is an integral multiple of $2,500,000 and not terminate or reduce the LC Sublimit if, after giving effect thereto, the LC Exposure not fully cash collateralized hereunder would exceed the LC Sublimitless than $2,500,000. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section not later than 11:00 a.m., New York City time, at least three (3) Business Days, or such shorter period as may be agreed by the Administrative Agent, Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the applicable Class of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that that, a notice of termination or reduction of the Revolving Commitments delivered under this paragraph by the Borrower may state that such notice is conditioned upon the occurrence effectiveness of one other credit facilities or more events other transactions specified therein, 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. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the (i) Revolving Commitments of any Class shall be made ratably among the Revolving Lenders in accordance with their respective Commitments of such Class. All fees in respect of the Revolving Commitments accrued until the effective date of any termination of the Revolving and (ii) Term Loan Commitments shall be paid on made ratably among the effective date of such terminationTerm Lender’s in accordance with their respective Term Loan Commitments. (d) If after giving effect to any reduction or termination of Revolving Commitments under this Section 2.07, the LC Sublimit exceeds the Revolving Commitments at such time, the LC Sublimit shall be automatically reduced by the amount of such excess.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Tranche A Term Commitments and the Tranche B Term Commitments shall automatically terminate at 5:00 p.m., New York City time, on the Effective date that is the earlier of (x) to the extent the Closing Date has not yet occurred on or prior to such date, the Outside Date and (iiy) the Revolving Commitments shall automatically terminate on the Revolving Maturity Date. (b) The Borrower may at any time terminate, or from time to time permanently reduce, the Commitments of any ClassRevolving Commitments; provided provided, that (i) each partial reduction of the Revolving Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 250,000 and not less than $5,000,000500,000 (or, if less, the remaining amount of the Revolving Commitments) and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.102.11 and any Cash Collateralization of Letters of Credit in accordance with Section 2.05(j) or (k), the Aggregate Revolving Facility Credit Exposure (excluding any Cash Collateralized Letter of Credit) would exceed the Aggregate Revolving Commitment and (iii) the Borrower shall not terminate or reduce the LC Sublimit if, after giving effect thereto, the LC Exposure not fully cash collateralized hereunder would exceed the LC SublimitMaximum Availability. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph clause (b) of this Section not later than 11:00 a.m., New York City time, at least three Business Days, or such shorter period as may be agreed by the Administrative Agent, Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the applicable Lenders of the applicable Class of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided provided, that a notice of termination or reduction of the Revolving Commitments delivered under this paragraph by the Borrower may state that such notice is conditioned upon on the occurrence effectiveness of one other credit facilities, indentures or more events specified thereinsimilar agreements or other transactions, 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. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such Class. All fees in respect of the Revolving Commitments accrued until the effective date of any termination of the Revolving Commitments shall be paid on the effective date of such terminationCommitments. (d) If after giving effect to any reduction or termination of Revolving Commitments under this Section 2.07, the LC Sublimit exceeds the Revolving Commitments at such time, the LC Sublimit shall be automatically reduced by the amount of such excess.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Tranche A Term Commitments and in the Tranche B Term Commitments aggregate principal amount of (x) $530,000,000 shall automatically terminate at 5:00 p.m., New York City time, on the Effective Date and (y) $160,000,000 shall terminate at 5:00 p.m., New York City time, on the earlier of (A) the Phase II Closing Date and (B) December 15, 2003, (ii) the initial Tranche B Commitments shall terminate at 5:00 p.m., New York City time, on the Effective Date, and the Tranche B Commitments of the New Tranche B Lenders shall terminate at 5:00 p.m., New York City time, on the Tranche B Refinancing Date, and (iii) the Revolving Commitments shall automatically terminate on the Revolving Maturity Date. (b) The Borrower may at any time time, without premium or penalty, terminate, or from time to time permanently reduce, the Commitments of any Class; provided that (i) each partial reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000, 5,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.102.11, the Aggregate sum of the Revolving Exposure Exposures would exceed the Aggregate total Revolving Commitment and (iii) the Borrower shall not terminate or reduce the LC Sublimit if, after giving effect thereto, the LC Exposure not fully cash collateralized hereunder would exceed the LC SublimitCommitments. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section not later than 11:00 a.m., New York City time, at least three Business Days, or such shorter period as may be agreed by the Administrative Agent, Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the applicable Class of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination or reduction of the Revolving Commitments delivered under this paragraph by the Borrower may state that such notice is conditioned upon the occurrence effectiveness of one or more events specified thereinother 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. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such Class. All fees in respect of the Revolving Commitments accrued until the effective date of any termination of the Revolving Commitments shall be paid on the effective date of such termination. (d) If after giving effect to any reduction or termination of Revolving Commitments under this Section 2.07, the LC Sublimit exceeds the Revolving Commitments at such time, the LC Sublimit shall be automatically reduced by the amount of such excess.

Termination and Reduction of Commitments. (a) Unless previously terminatedterminated or extended pursuant to the terms and conditions hereof, (i) the Tranche A Term Commitments and the Tranche B Term all Commitments shall automatically terminate at 5:00 p.m., New York City time, on the Effective Date and (ii) the Revolving Commitments shall automatically terminate on the Revolving Maturity Date. (b) The Borrower may at any time terminatetime, without (subject to Section 2.16) premium or penalty, terminate the Commitments upon (i) the payment in full of all outstanding Loans, together with accrued and unpaid interest thereon and on any Letters of Credit, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or at the discretion of the Administrative Agent a backup standby letter of credit satisfactory to the Administrative Agent and the applicable Issuing Bank) in an amount equal to 103% of the LC Exposure as of such date), (iii) the payment in full of all accrued and unpaid fees required hereunder, and (iv) the payment in full of all reimbursable expenses and other Obligations due under this Agreement and the other Loan Documents together with accrued and unpaid interest thereon (other than contingent indemnification obligations and reimbursement obligations in respect of which no claim for payment has yet been asserted by the Person entitled thereto). (c) The Borrower may from time to time permanently reducetime, without (subject to Section 2.16) premium or penalty, reduce the Commitments of any ClassCommitments; provided provided, that (i) each partial reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 1 million and not less than $5,000,0005 million unless such amount represents all of the remaining Commitments, and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.102.11, the Aggregate Revolving Credit Exposure would exceed the Aggregate Revolving Commitment and (iii) the Borrower shall not terminate or reduce the LC Sublimit if, after giving effect thereto, the LC Exposure not fully cash collateralized hereunder would exceed the LC Sublimitaggregate Commitments of all Lenders. (cd) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph clause (b) or (c) of this Section not later than 11:00 a.m., New York City time, 2.09 at least three Business Days, or such shorter period as may be agreed by the Administrative Agent, Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the applicable Class of the contents thereof. Each notice delivered by the Borrower pursuant to this Section 2.09 shall be irrevocable; provided provided, that a notice of termination or reduction of the Revolving Commitments delivered under this paragraph by the Borrower may state that such notice is conditioned upon the occurrence effectiveness of one other credit facilities or more events specified therein, 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. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such Class. All fees in respect of the Revolving Commitments accrued until the effective date of any termination of the Revolving Commitments. (e) The Commitments shall be paid on automatically and permanently reduced by an amount equal to fifty percent (50%) of the effective date aggregate principal amount of Indebtedness incurred by Holdings or any of its Restricted Subsidiaries pursuant to a Specified Issuance (such termination. (d) If after giving effect to any reduction or termination of Revolving Commitments under this Section 2.07reduction, the LC Sublimit exceeds “Specified Issuance Commitment Reduction”); provided, that the Revolving Commitments at such time, may only be reduced pursuant to the LC Sublimit shall be automatically reduced terms of this clause (e) by the amount of such excessup to $75 million.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) each of the Tranche A Term Construction Commitments and the Tranche B Term Vista Expansion Commitments shall automatically terminate at 5:00 p.m., New York City time, on the Effective Date and Construction Maturity Date, (ii) the Term Commitments shall terminate at 5:00 p.m., New York City time, on the earlier to occur of (A) the Term Conversion Date Certain and (B) the Term Conversion Date (after giving effect to any Term Loans required to be made on such date) and (iii) the Revolving Commitments and DSR Commitments shall automatically terminate at 5:00 p.m., New York City time, on the Revolving Maturity Date. (b) The Borrower may at any time terminate, or from time to time permanently reduce, the Commitments of under any ClassFacility; provided that (i) each partial reduction of the Commitments of under any Class Facility shall be in an amount that is an integral multiple of $1,000,000 500,000 and not less than $5,000,000100,000 (or, if less, the remaining amount of the applicable Commitments) and (ii) (A) the Borrower shall not voluntarily terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.102.11, the Aggregate Revolving Facility Exposure would exceed the Aggregate total Revolving Commitment and Commitments, (iiiB) the Borrower shall not voluntarily terminate or reduce the LC Sublimit DSR Commitments with respect to any Tranche if, after giving effect theretoto any concurrent prepayment of DSR L/C Loans in respect of such Tranche in accordance with Section 2.11, the LC DSR Facility Exposure not fully cash collateralized hereunder for such Tranche would exceed the LC Sublimittotal DSR Commitments for such Tranche, (C) the Borrower shall not voluntarily terminate or reduce the Construction Commitments if the remaining Available Unused Commitments in respect of the Construction Commitments, together with the funds available under the Equity Commitment and funds on deposit in the Construction Account and the Local Accounts (other than for payment of O&M Costs), could not reasonably be expected to be sufficient to fund all remaining Project Costs through the Term Conversion Date, as set forth in a certificate of a Responsible Officer of the Borrower and confirmed by the Independent Engineer and (D) the Borrower shall not voluntarily terminate or reduce the Term Commitments unless, after giving effect to any such termination or reduction, the aggregate outstanding principal amount of the Construction Loans and the Vista Expansion Loans and any remaining Available Unused Commitments in respect of the Construction Commitments and Vista Expansion Commitments shall not exceed the Term Commitments remaining after giving effect to such termination or reduction; provided that, notwithstanding anything in this Agreement to the contrary, prior to the Term Conversion Date, the Borrower may reduce or terminate the Expansion Tranche Commitments from time to time in its sole discretion (a) if the Expansion Option under and as defined in the Diablo Base EPC Contract has not been exercised and can no longer be exercised and the EPC Option has not been exercised and can no longer be exercised or (b) if the Borrower certifies in writing to the Administrative Agent that the Loan Parties have sufficient funds (taking into account the available Equity Commitment, amounts on deposit in the Construction Account and the Local Accounts (other than for payment of O&M Costs), and remaining availability under the Construction Facility) to achieve Term Conversion notwithstanding such reduction or termination; provided, further that notwithstanding anything in this Agreement to the contrary, prior to the Term Conversion Date, the Borrower may reduce or terminate the Vista Expansion Commitments from time to time in its sole discretion if the Borrower certifies in writing to the Administrative Agent that the Loan Parties have sufficient funds (taking into account amounts on deposit in the Construction Account and the Local Accounts (other than for payment of O&M Costs), and remaining availability under the Construction Facility but excluding the Revolving Facility and Project Revenues) to achieve Term Conversion notwithstanding such reduction or termination. (c) The Borrower shall reduce or terminate the Construction Commitments and Vista Expansion Commitments (and related Term Commitments) in connection with any mandatory prepayment pursuant to Section 2.11(b)(iv) in an amount equal to the lesser of (i) the applicable amount for such Project or such Guarantor as set forth on Schedule 2.11(b)(iv) (the “Target Disposition Commitment Reduction Amount”) and (ii) an amount such that the Loan Parties shall have available funds (taking into account the available Equity Commitment, amounts on deposit in the Construction Account and the Local Accounts (other than for payment of O&M Costs) and remaining availability under the Construction Facility) the aggregate amount of which is equal to the Final Completion Amount (including contingency) as of the date of such reduction or termination, provided that such calculation (A) shall be certified to in a certificate of a Responsible Officer of the Borrower delivered to the Administrative Agent and (B) shall be reasonably acceptable to the Administrative Agent. (d) The Borrower shall notify the Administrative Agent in writing of any election to terminate or reduce the Commitments under paragraph (b) of this Section not later than 11:00 a.m., New York City time, above at least three (3) Business Days, or such shorter period as may be agreed by the Administrative Agent, Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the applicable Lenders of the applicable Class of the contents thereof. Each notice delivered by the Borrower pursuant to this Section clause (c) shall be irrevocable; provided that a notice of termination or reduction of the Revolving Commitments delivered under this paragraph by the Borrower may state that such notice is conditioned upon the occurrence effectiveness of one or more events specified thereinother 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. . (e) Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of under any Class Facility shall be made ratably among the Lenders in accordance with their respective Commitments of under such Class. All fees in respect of the Revolving Commitments accrued until the effective date of any termination of the Revolving Commitments shall be paid on the effective date of such terminationFacility and Tranche, as applicable. (d) If after giving effect to any reduction or termination of Revolving Commitments under this Section 2.07, the LC Sublimit exceeds the Revolving Commitments at such time, the LC Sublimit shall be automatically reduced by the amount of such excess.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Tranche A Term Commitments and the Tranche B Term Commitments shall automatically terminate at 5:00 p.m., New York City time, on the Effective Closing Date and (ii) the Revolving Commitments shall automatically terminate on the Revolving Maturity Date. (b) The Borrower may at any time terminate, or from time to time permanently reduce, the Commitments of any Class; provided that (i) each partial reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 500,000 and not less than $5,000,000, 5,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments ifif (unless it is otherwise backstopped pursuant to arrangements reasonably acceptable to the Issuing Bank and the Administrative Agent) , after giving effect to any concurrent prepayment of the Revolving Loans and/or cash collateralization of outstanding Letters of Credit in accordance with Section 2.10a manner reasonably satisfactory to the applicable Issuing Bank and the Administrative Agent and in a face amount equal to 103% of the outstanding amount of the applicable LC Exposure in respect thereof), the Aggregate aggregate Revolving Exposure Exposures would exceed the Aggregate aggregate Revolving Commitment and (iii) the Borrower shall not terminate or reduce the LC Sublimit if, after giving effect thereto, the LC Exposure not fully cash collateralized hereunder would exceed the LC SublimitCommitments. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section not later than 11:00 a.m., New York City time, 2.08 at least three (3) Business Days, or such shorter period as may be agreed by the Administrative Agent, Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the applicable Class of the contents thereof. Each notice delivered by the Borrower pursuant to this Section 2.08 shall be irrevocable; provided that a notice of termination or reduction of the Revolving Commitments delivered under this paragraph by the Borrower may state that such notice is conditioned upon the occurrence effectiveness of one other credit facilities, or more events specified thereinthe closing of a refinancing transaction, a sale of all or substantially all of the assets of the Borrower and its Subsidiaries or a Change of Control, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent Agent) on or prior to the specified effective date) date if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such Class. All fees in respect of the Revolving Commitments accrued until the effective date of any termination of the Revolving Commitments shall be paid on the effective date of such termination. (d) If after giving effect to any reduction or termination of Revolving Commitments under this Section 2.07, the LC Sublimit exceeds the Revolving Commitments at such time, the LC Sublimit shall be automatically reduced by the amount of such excess.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Tranche A Initial Term Loan Commitments and on the Tranche B Term Commitments Closing Date shall automatically terminate at 5:00 p.m., New York City time, upon the making of the Initial Term Loans on the Effective Date and Closing Date, (ii) the Initial Revolving Credit Commitments shall automatically terminate on the Initial Revolving Credit Maturity Date, (iii) the Additional Term Loan Commitments shall automatically terminate upon the making of the Additional Term Loans of such Class and, if any such Additional Term Loan Commitment is not drawn on the date that such Additional Term Loan Commitment is required to be drawn pursuant to the applicable Incremental Facility Amendment, the undrawn amount thereof shall automatically terminate and (iv) the Additional Revolving Credit Commitments of any Class shall automatically terminate on the Maturity Date specified therefor in the applicable Incremental Facility Amendment. (b) The Upon delivery of the notice required by Section 2.09(c), the Borrower may at any time terminate, terminate or from time to time permanently reduce, the Revolving Credit Commitments of any Class; provided that (i) each partial reduction of the Revolving Credit Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000, 1,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Credit Commitments of any Class if, after giving effect to any concurrent prepayment of Revolving Loans and Swingline Loans, the aggregate amount of the Revolving Loans in accordance with Section 2.10, Credit Exposure attributable to the Aggregate Revolving Exposure Credit Commitments of such Class would exceed the Aggregate aggregate amount of the Revolving Commitment and (iii) the Borrower shall not terminate or reduce the LC Sublimit ifCredit Commitments of such Class; provided that, after giving effect theretothe establishment of any Additional Revolving Credit Commitment, any such termination or reduction of the LC Exposure not fully cash collateralized hereunder would exceed Revolving Credit Commitments of any Class shall be subject to the LC Sublimitprovisions set forth in Section 2.22, 2.23 and/or 9.02, as applicable. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments any Revolving Credit Commitment under paragraph (b) of this Section not later than 11:00 a.m., New York City time, in writing at least three Business Days, or such shorter period as may be agreed by the Administrative Agent, Days prior to the effective date of such termination or reductionreduction (or such later date to which the Administrative Agent may agree), specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Revolving Lenders of the each applicable Class of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a any such notice of termination or reduction of the Revolving Commitments delivered under this paragraph may state that such notice it is conditioned upon the occurrence effectiveness of one or more events specified thereinother transactions, 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. Any termination or reduction of the Commitments of any Class Revolving Credit Commitment pursuant to this Section 2.09 shall be permanent. Each Upon any reduction of any Revolving Credit Commitment, the Commitments Revolving Credit Commitment of any each Revolving Lender of the relevant Class shall be made ratably among the Lenders in accordance with their respective Commitments reduced by such Revolving Lender’s Applicable Percentage of such Class. All fees in respect of the Revolving Commitments accrued until the effective date of any termination of the Revolving Commitments shall be paid on the effective date of such terminationreduction amount. (d) If after giving effect to any reduction or termination of Revolving Commitments under this Section 2.07, the LC Sublimit exceeds the Revolving Commitments at such time, the LC Sublimit shall be automatically reduced by the amount of such excess.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Tranche A Term Commitments and the Tranche B Term Commitments shall automatically terminate at 5:00 p.m., New York City time, on the Effective Date and (ii) the Revolving Commitments shall automatically terminate on the Revolving Maturity Date. (b) The Borrower may at any time terminate, or from time to time permanently reduce, the Commitments of any ClassCommitments; provided that (i) each partial reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000, 10,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.102.09, the Aggregate total Revolving Exposure Credit Exposures would exceed the Aggregate Revolving Commitment and (iii) the Borrower shall not terminate or reduce the LC Sublimit if, after giving effect thereto, the LC Exposure not fully cash collateralized hereunder would exceed the LC Sublimittotal Commitments. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section not later than 11:00 a.m., New York City time, at least three Business Days, or such shorter period as may be agreed by the Administrative Agent, Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the applicable Class of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination or reduction of the Revolving Commitments delivered under this paragraph by the Borrower may state that such notice is conditioned upon the occurrence effectiveness of one or more events specified thereinother 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. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such Class. All fees in respect of the Revolving Commitments accrued until the effective date of any termination of the Revolving Commitments shall be paid on the effective date of such terminationCommitments. (d) If after giving effect The Borrower may terminate the unused amount of the Commitment of a Defaulting Lender upon not less than three (3) Business Days’ prior notice to any reduction or termination the Administrative Agent (which will promptly notify the Lenders thereof), and in such event the provisions of Revolving Commitments Section 2.13(b) will apply to all amounts thereafter paid by the Borrower for the account of such Defaulting Lender under this Section 2.07Agreement (whether on account of principal, interest, fees, indemnity or other amounts), provided that such termination will not be deemed to be a waiver or release of any claim the Borrower, the LC Sublimit exceeds the Revolving Commitments at Administrative Agent or any Lender may have against such time, the LC Sublimit shall be automatically reduced by the amount of such excessDefaulting Lender.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Tranche A Term Commitments and the Tranche B Term Revolving Facility Commitments shall automatically terminate on the Maturity Date. The parties hereto acknowledge that the Term Loan Commitments will terminate at 5:00 p.m., 5 p.m. New York City time, time on the Effective Date and (ii) the Revolving Commitments shall automatically terminate on the Revolving Maturity Closing Date. (b) The relevant Borrower may at any time terminate, or from time to time permanently reduce, the Commitments of under any ClassFacility; provided that (i) each partial reduction of the Commitments of under any Class Facility shall be in an amount that is an integral multiple of $1,000,000 U.S.$1.0 million and not less than $5,000,000U.S.$2.0 million (or, if less, the remaining amount of the Revolving Facility Commitments) and (ii) the no Borrower shall not terminate or reduce the Revolving Facility Commitments if, after giving effect to any concurrent prepayment of the Revolving Facility Loans in accordance with Section 2.102.11, the Aggregate Revolving Facility Credit Exposure would exceed the Aggregate total Revolving Commitment and (iii) the Borrower shall not terminate or reduce the LC Sublimit if, after giving effect thereto, the LC Exposure not fully cash collateralized hereunder would exceed the LC SublimitFacility Commitments. (c) The relevant Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Facility Commitments under paragraph (b) of this Section not later than 11:00 a.m., New York City time, at least three (3) Business Days, or such shorter period as may be agreed by the Administrative Agent, Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the applicable Lenders of the applicable Class of the contents thereof. Each notice delivered by the a Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination or reduction of the Revolving Facility Commitments delivered under this paragraph by a Borrower may state that such notice is conditioned upon the occurrence effectiveness of one or more events specified thereinother credit facilities, in which case such notice may be revoked by the such Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of under any Class Facility shall be made ratably among the Lenders in accordance with their respective Commitments of under such Class. All fees in respect of the Revolving Commitments accrued until the effective date of any termination of the Revolving Commitments shall be paid on the effective date of such terminationFacility. (d) If after giving effect to any reduction or termination of Revolving Commitments under this Section 2.07, the LC Sublimit exceeds the Revolving Commitments at such time, the LC Sublimit shall be automatically reduced by the amount of such excess.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Tranche A Term Commitments and the Tranche B Initial Term Commitments shall automatically terminate at 5:00 11:59 p.m., New York City time, on the Effective Date and (ii) the Initial Revolving Commitments shall automatically terminate on the Initial Revolving Maturity Date. (b) The Borrower Finance (in the case of the Term Loans) and the Co-Borrowers (in the case of the Revolving Loans) may at any time terminate, or from time to time permanently reduce, the Commitments of any Class; provided that (i) each partial reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 500,000 and not less than $5,000,000, 1,000,000 unless such amount represents all of the remaining Commitments of such Class and (ii) the Borrower Co-Borrowers shall not terminate or reduce the Revolving Commitments of any Class if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans of any Class in accordance with Section 2.102.11, the Aggregate aggregate Revolving Exposure Exposures attributable to the Revolving Commitments of such Class would exceed the Aggregate aggregate Revolving Commitment and (iii) the Borrower shall not terminate or reduce the LC Sublimit if, after giving effect thereto, the LC Exposure not fully cash collateralized hereunder would exceed the LC SublimitCommitments of such Class. (c) The Borrower Finance or the Co-Borrowers, as the case may be, shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section not later than 11:00 a.m., New York City time, three 2.08 at least one Business Days, or such shorter period as may be agreed by the Administrative Agent, Day prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the applicable Class of the contents thereof. Each notice delivered by Finance or the Borrower Co-Borrowers, as the case may be, pursuant to this Section 2.08 shall be irrevocable; provided that a notice of termination or reduction of the Revolving Commitments of any Class delivered under this paragraph by any Co-Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of one some other identifiable event or more events specified thereincondition, in which case such notice may be revoked by the such Co-Borrower (by notice to the Administrative Agent on or prior to the specified effective datedate of termination) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such Class. All fees in respect of the Revolving Commitments accrued until the effective date of any termination of the Revolving Commitments shall be paid on the effective date of such termination. (d) If after giving effect to any reduction or termination of Revolving Commitments under this Section 2.07, the LC Sublimit exceeds the Revolving Commitments at such time, the LC Sublimit shall be automatically reduced by the amount of such excess.

Termination and Reduction of Commitments. (a) Unless previously terminatedterminated in accordance with the terms of this Agreement, (i) the Tranche A Term Commitments and the Tranche B Term Revolving Credit Commitments shall automatically terminate at 5:00 p.m., New York City time, on the Effective Date and (ii) the Revolving Commitments shall automatically terminate on the applicable Revolving Facility Maturity Date, and the Initial Term B Loan Commitments shall terminate upon the funding of the Initial Term B Loans. (b) The Borrower may at any time terminate, terminate or from time to time permanently reduce, reduce the Commitments of any ClassRevolving Credit Commitments; provided that (i) each partial reduction of the Revolving Credit Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 5,000,000 (or any such lesser amount as agreed by the Administrative Agent) and not less than $5,000,000, (ii) the Borrower shall not terminate or reduce the Revolving Credit Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.102.08, the Aggregate Revolving Exposure Loans of all Lenders would exceed the Aggregate aggregate Revolving Commitment and (iii) the Borrower shall not terminate or reduce the LC Sublimit if, after giving effect thereto, the LC Exposure not fully cash collateralized hereunder would exceed the LC SublimitCredit Commitments. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Credit Commitments under paragraph (b) of this Section not later than 11:00 a.m., New York City time, three at least five (5) Business Days, or such shorter period as may be agreed by the Administrative Agent, Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the applicable Class of the contents thereof. Each A notice of termination of the Revolving Credit Commitments delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination or reduction of the Revolving Commitments delivered under this paragraph may state that such notice is conditioned upon the occurrence effectiveness of one other credit facilities or more events specified thereinconsummation of any other transaction, 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. Any termination or reduction of the Revolving Credit Commitments of any Class shall be permanent. Each reduction of the Revolving Credit Commitments of any Class shall be made ratably among the Revolving Lenders in accordance with their respective Commitments of such Class. All fees in respect of the Revolving Commitments accrued until the effective date of any termination of the Revolving Commitments shall be paid on the effective date of such terminationCredit Commitments. (d) If after giving effect to any reduction or termination of Revolving Commitments under this Section 2.07, the LC Sublimit exceeds the Revolving Commitments at such time, the LC Sublimit shall be automatically reduced by the amount of such excess.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Tranche A Term Commitments and the Tranche B Term Commitments shall automatically terminate at 5:00 p.m., New York City time, on the Effective Date Funding Date, and (ii) the Revolving Commitments shall automatically terminate on the Revolving Maturity Date (or, if the Borrower has not delivered a Borrowing Request for a Borrowing under the Tranche A Term Commitments on the Funding Date, at 5:00 p.m., New York City time, on the Funding Date); provided that, unless the Funding Date has occurred, all Commitments shall terminate on the date that is 150 days after the Effective Date. (b) The Borrower may at any time terminate, or from time to time permanently reduce, the Commitments of any Class; provided that (i) each partial reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000, 5,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans or the Swingline Loans in accordance with Section 2.102.11, the Aggregate Revolving Exposure would exceed the Aggregate Revolving Commitment and (iii) the Borrower shall not terminate or reduce the LC Sublimit if, after giving effect thereto, the LC Exposure not fully cash collateralized hereunder would exceed the LC SublimitCommitment. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section not later than 11:00 a.m., New York City time, at least three Business Days, or such shorter period as may be agreed by the Administrative Agent, Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the applicable Class of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination or reduction of the Revolving Commitments delivered under this paragraph may state that such notice is conditioned upon the occurrence of one or more events specified therein, 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. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such Class. All fees in respect of the Revolving Commitments accrued until the effective date of any termination of the Revolving Commitments shall be paid on the effective date of such termination. (d) If after giving effect to any reduction or termination of Revolving Commitments under this Section 2.07, the LC Sublimit exceeds the Revolving Commitments at such time, the LC Sublimit shall be automatically reduced by the amount of such excess.

Termination and Reduction of Commitments. (a) Unless previously terminatedThe Company shall have the right to terminate or reduce the Commitments at any time and from time to time, provided that (i) the Tranche A Term Commitments Company shall give three Business Days' prior written notice of such termination or reduction to the Agent specifying the amount and the Tranche B Term Commitments shall automatically terminate at 5:00 p.m.effective date thereof, New York City time, on the Effective Date and (ii) the Revolving Commitments shall automatically terminate on the Revolving Maturity Date. (b) The Borrower may at any time terminate, or from time to time permanently reduce, the Commitments of any Class; provided that (i) each partial reduction of the Commitments of any Class shall be in an a minimum amount that is of $1,000,000 and in an integral multiple of $1,000,000 and not less than $5,000,000, (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of all of the Revolving Loans Lenders proportionately in accordance with Section 2.10the respective Commitment amounts for each such Lender set forth in the signature pages hereof next to name of each such Lender, the Aggregate Revolving Exposure would exceed the Aggregate Revolving Commitment and (iii) the Borrower shall not terminate or reduce the LC Sublimit if, after giving effect thereto, the LC Exposure not fully cash collateralized hereunder would exceed the LC Sublimit. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section not later than 11:00 a.m., New York City time, three Business Days, or such shorter period as may be agreed by the Administrative Agent, prior to the effective date of no such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of reduction shall be permitted with respect to any such notice, the Administrative Agent shall advise the Lenders portion of the applicable Class Commitments as to which a request for an Advance pursuant to Section 2.4 is then pending and (iv) the Commitments may not be terminated if any Advance is then outstanding with respect to such Commitments and may not be reduced below the principal amount of the contents thereofAdvances with respect to such Commitments then outstanding. Each notice delivered by the Borrower The Commitments or any portion thereof terminated or reduced pursuant to this Section 2.2 may not be reinstated. (b) For purposes of this Agreement, a Letter of Credit Advance (i) shall be irrevocable; provided that a notice of termination or reduction deemed outstanding in an amount equal to the sum of the Revolving Commitments delivered maximum amount available to be drawn under this paragraph may state the related Letter of Credit on or after the date of determination and on or before the stated expiry date thereof plus the amount of any draws under such Letter of Credit that have not been reimbursed as provided in Section 3.3 and (ii) shall be deemed outstanding at all times on and before such notice is conditioned stated expiry date or such earlier date on which all amounts available to be drawn under such Letter of Credit have been fully drawn, and thereafter until all related reimbursement obligations have been paid pursuant to Section 3.3. As provided in Section 3.3, upon the occurrence of one or more events specified therein, in which case such notice may be revoked each payment made by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such Class. All fees in respect of any draft or other demand for payment under any Letter of Credit, the Revolving Commitments accrued until the effective date amount of any termination Letter of the Revolving Commitments shall be paid on the effective date of Credit Advance outstanding immediately prior to such termination. (d) If after giving effect to any reduction or termination of Revolving Commitments under this Section 2.07, the LC Sublimit exceeds the Revolving Commitments at such time, the LC Sublimit payment shall be automatically reduced by the amount of such excesseach Loan deemed advanced, if any, in respect of the related reimbursement obligation of the Company.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Tranche A Term Commitments and shall terminate on July 1, 2016 if the Tranche B Initial Funding Date has not occurred on or prior to such date, (ii) the Initial Term Commitments shall automatically terminate at 5:00 p.m.the Initial Funding Date, New York City time, (iii) any Incremental Term Commitment shall terminate on the Effective date set forth in the Incremental Facility Agreement relating thereto, (iv) except with respect to Extended Revolving Commitments, the Revolving Commitments shall automatically terminate at the Revolving Maturity Date and (iiv) the any Extended Revolving Commitments shall automatically terminate on the relevant Maturity Date for the Extension Series of such Extended Revolving Maturity DateCommitments. (b) The Subject to Section 2.22 in the case of any reduction or termination of Revolving Commitments, the Borrower Representative may at any time terminate, or from time to time permanently reduce, the Commitments of any Class, as determined by the Borrower Representative, in whole or in part either (i) ratably among Classes or (ii) if not inconsistent with the Extension Amendment relating to Extended Revolving Commitments, first to the Commitments with respect to any Existing Revolving Commitments and second to such Extended Revolving Commitments; provided that (i) with respect to the Revolving Commitments of any Class, any such termination or reduction shall apply ratably to reduce the Revolving Commitment of each partial of the Revolving Lenders of such Class, (ii) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 the Borrowing Multiple and not less than $5,000,000, the Borrowing Minimum and (iiiii) the Borrower Representative shall not terminate or reduce the Revolving Commitments of any Class if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans of such Class in accordance with Section 2.102.11, the Aggregate Revolving Exposure of any Lender of such Class would exceed the Aggregate its Revolving Commitment and (iii) the Borrower shall not terminate or reduce the LC Sublimit if, after giving effect thereto, the LC Exposure not fully cash collateralized hereunder would exceed the LC Sublimitof such Class. (c) The Borrower Representative shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section not later than 11:00 a.m., New York City time, at least three Business Days, or such shorter period as may be agreed by the Administrative Agent, Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the applicable Class of the contents thereof. Each notice delivered by the Borrower Representative pursuant to this Section shall be irrevocable; provided that a notice of termination or reduction of the Revolving Commitments delivered under paragraph (b) of this paragraph Section may state that such notice is conditioned upon the occurrence of one or more events specified therein, in which case such notice may be revoked by the Borrower Representative (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such Class. All fees in respect of the Revolving Commitments accrued until the effective date of any termination of the Revolving Commitments shall be paid on the effective date of such termination. (d) If after giving effect to any reduction or termination of Revolving Commitments under this Section 2.07, the LC Sublimit exceeds the Revolving Commitments at such time, the LC Sublimit shall be automatically reduced by the amount of such excess.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Tranche A Term Commitments and the Tranche B Term Commitments shall automatically terminate at 5:00 p.m., New York City time, on the Effective Date and (ii) the Revolving Commitments shall automatically terminate on the Revolving Maturity Termination Date. (b) The Borrower may at any time terminate, or from time to time permanently reduce, the Commitments of any ClassCommitments; provided that (i) each partial reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000, 10,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.10, 2.09 the Aggregate Revolving Exposure sum of the Credit Exposures would exceed the Aggregate Revolving Commitment total Commitments. Notwithstanding the foregoing but subject to Section 2.07(d), the Borrower, at its sole discretion, shall have the right, but not the obligation, at any time so long as no Event of Default has occurred and is continuing, to terminate in whole (iiibut not in part), any Affected Lender’s Commitment; provided, however, that (i) the Borrower shall simultaneously prepay all outstanding Loans from such Affected Lender hereunder, together with accrued interest thereon, accrued fees and all other amounts payable for the account of such Affected Lender hereunder, and (ii) the termination of such Affected Lender’s Commitment shall not terminate or reduce the LC Sublimit if, after giving effect thereto, the LC Exposure not fully cash collateralized affect such Lender’s rights hereunder would exceed the LC Sublimitas to matters occurring prior to such date. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section not later than 11:00 a.m., New York City time, at least three Business Days, or such shorter period as may be agreed by the Administrative Agent, Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the applicable Class of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination or reduction of the Revolving Commitments delivered under this paragraph by the Borrower may state that such notice is conditioned upon the occurrence effectiveness of one or more events specified thereinother 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. (d) Simultaneously with the termination of the Commitment of an Affected Lender pursuant to the last sentence of paragraph (b) of this Section: (i) the LC Exposure of such Affected Lender shall be automatically reallocated among the other Lenders (other than Defaulting Lenders) in accordance with their respective Applicable Percentages but only to the extent that each such Lender’s Credit Exposure does not exceed such Lender’s Commitment; and (ii) if the reallocation described in clause (i) cannot be effected, such Commitment termination shall not be effective unless the Borrower, at its option, shall have Cash Collateralized the amount of the LC Exposure of such Affected Lender that has not been reallocated to the other Lenders pursuant to clause (i). Upon (and subject to) such reallocation and Cash Collateralization, the participating interest of the Affected Lender in any outstanding Letters of Credit shall terminate. (e) Any termination or reduction of the Commitments of any Class shall be permanent, except to the extent such Commitments are subsequently increased pursuant to Section 2.19. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments, except in the event of an Affected Lender whose Commitment is terminated pursuant to the last sentence of paragraph (b) of this Section, in which case the Commitment of such Affected Lender may be terminated without reducing the Commitments of such Class. All fees in respect of the Revolving Commitments accrued until the effective date of any termination of the Revolving Commitments shall be paid on the effective date of such terminationother Lenders. (d) If after giving effect to any reduction or termination of Revolving Commitments under this Section 2.07, the LC Sublimit exceeds the Revolving Commitments at such time, the LC Sublimit shall be automatically reduced by the amount of such excess.

Termination and Reduction of Commitments. (a) The Commitments will automatically and permanently terminate on the date that is sixty (60) days after the Effective Date if the Closing Date does not occur on or before such date. Unless previously terminated, (i) the Tranche A Term Commitments and the Tranche B Term Commitments shall automatically terminate at 5:00 p.m., New York City time, on the Effective Date and (ii) the Revolving Commitments of each Class shall automatically and permanently terminate on the applicable Revolving Maturity DateDate for such Class. On the Closing Date (after giving effect to the funding of the requested amount of Initial Term Loans by the Initial Term Lenders), the Initial Term Loan Commitments of the Initial Term Lenders will automatically and permanently terminate. (b) The Borrower may at any time terminate, or from time to time permanently reduce, the Revolving Commitments of any Class; provided provided, that (i) each partial reduction of the Revolving Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 5,000,000 and not less than $5,000,00010,000,000 (or, if less, the remaining amount of the Revolving Commitments of such Class) and (ii) the Borrower shall not terminate or reduce the Revolving Commitments of any Class if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.102.11 and any Cash Collateralization of Letters of Credit in accordance with Section 2.05(j) or (k), as applicable, the Aggregate Revolving Credit Exposure of such Class (excluding any Cash Collateralized Letter of Credit, to the extent so Cash Collateralized) would exceed the Aggregate total Revolving Commitment and (iii) the Borrower shall not terminate or reduce the LC Sublimit if, after giving effect thereto, the LC Exposure not fully cash collateralized hereunder would exceed the LC SublimitCommitments of such Class. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments of any Class under paragraph clause (b) of this Section not later than 11:00 a.m., New York City time, 2.08 at least three (3) Business Days, or such shorter period as may be agreed by the Administrative Agent, Days prior to the effective date of such termination or reductionreduction (or such shorter period acceptable to the Administrative Agent), specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the applicable Lenders of the applicable Class of the contents thereof. Each notice delivered by the Borrower pursuant to this Section 2.08 shall be irrevocable; provided provided, that a notice of termination or reduction of the Revolving Commitments of any Class delivered under this paragraph by the Borrower may state that such notice is conditioned upon the occurrence effectiveness of one other credit facilities, indentures or more events specified thereinsimilar agreements or other transactions, 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 satisfiedsatisfied or waived by the Borrower. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such Class. All fees in respect of the Revolving Commitments accrued until the effective date of any termination of the Revolving Commitments shall be paid on the effective date of such termination. (d) If after giving effect to any reduction or termination of Revolving Commitments under this Section 2.07, the LC Sublimit exceeds the Revolving Commitments at such time, the LC Sublimit shall be automatically reduced by the amount of such excess.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Tranche A Term Commitments and the Tranche B Term Commitments shall automatically terminate at 5:00 p.m., New York City time, on the Effective Date and (ii) the Revolving Commitments shall automatically terminate on the Revolving Maturity Date. (b) The Borrower may at any time terminate, or from time to time permanently reduce, the Commitments of any ClassCommitments; provided that (i) each partial reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000, (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.10Loans, (A) the Aggregate Revolving Exposure would exceed the Aggregate Revolving Commitment or (B) the Exposure of any Lender would exceed its Commitment and (iii) the Borrower Aggregate Commitments shall not terminate be reduced to an amount less than $5,000,000 unless the Commitments are terminated in full. (c) If the Maximum Available Amount shall exceed the Revenue Test Limit as of the end of each of any two consecutive fiscal quarters of the Borrower beginning with the fiscal quarter ending on or reduce about March 31, 2017, on the LC Sublimit ifdate following the delivery of the Compliance Certificate in respect of the most recently ended fiscal quarter included in such two consecutive fiscal quarter period (or, if earlier, the date such Compliance Certificate is required to be delivered), the Commitments shall be permanently reduced in an amount such that the Maximum Available Amount, after giving effect theretoto such reduction, shall not exceed the Revenue Test Limit as of the end of the most recently completed fiscal quarter of the Borrower. The Agent is hereby authorized to take any actions necessary to implement any such reduction without any action by, or consent of, the LC Exposure not fully cash collateralized hereunder would exceed the LC SublimitBorrower. (cd) If any Expansion Projections delivered to the Agent pursuant to Section 5.20 reflect that the Maximum Available Amount on the date of such delivery exceeds the projected Revenue Test Limit reflected in such Expansion Projections as of the end of the then current fiscal year of the Borrower (after taking into account any Local Pledged Revenue Receipts that the Borrower expects in good faith to be deposited in the Collection Account during the remainder of such fiscal year to the extent that the Borrower has entered into an irrevocable payment direction agreement with the applicable Obligor in form and substance reasonably satisfactory to the Agent), the Commitments shall be permanently reduced effective as of the date such Expansion Projections are delivered in an amount such that the Maximum Available Amount, after giving effect to such reduction, shall not exceed the projected Revenue Test Limit reflected in such Expansion Projections as of the end of the then current fiscal year of the Borrower. The Agent is hereby authorized to take any actions necessary to implement any such reduction without any action by, or consent of, the Borrower. (e) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section not later than 11:00 a.m., New York City time, three at least two Business Days, or such shorter period as may be agreed by the Administrative Agent, Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the applicable Class of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination or reduction of the Revolving Commitments delivered under paragraph (b) of this paragraph Section may state that such notice is conditioned upon the occurrence of one or more events specified therein, 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. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such Class. All fees in respect of the Revolving Commitments accrued until the effective date of any termination of the Revolving Commitments shall be paid on the effective date of such terminationCommitments. (d) If after giving effect to any reduction or termination of Revolving Commitments under this Section 2.07, the LC Sublimit exceeds the Revolving Commitments at such time, the LC Sublimit shall be automatically reduced by the amount of such excess.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Tranche A Term Commitments and the Tranche B Term The Commitments shall automatically terminate at 5:00 p.m., New York City time, on the Effective Date and (ii) the Revolving Commitments shall automatically terminate on the Revolving Maturity Termination Date. (b) The Borrower may at any time terminate, or from time to time permanently reduce, the Commitments of any ClassCommitments; provided that (i) each partial reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000, 5,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Credit Loans in accordance with Section 2.10, the Aggregate Revolving Exposure total Credit Exposures would exceed the Aggregate Revolving Commitment and (iii) total Commitments. In addition to the foregoing, the Borrower shall may terminate the unused amount of the Commitment of a Defaulting Lender upon not terminate less than five (5) Business Days’ prior notice to the Administrative Agent (which will promptly notify the Lenders thereof), and in such event the provisions of Section 2.20(a)(iii) will apply to all amounts thereafter paid by the Borrower for the account of such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity or reduce other amounts), provided that such termination will not be deemed to be a waiver or release of any claim the LC Sublimit if, after giving effect theretoBorrower, the LC Exposure not fully cash collateralized hereunder would exceed Administrative Agent, the LC SublimitIssuing Bank, or any Lender may have against such Defaulting Lender. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section not later than 11:00 a.m., New York City time, three Business Days, or such shorter period as may be agreed by time on the Administrative Agent, prior to the proposed effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the applicable Class of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination or reduction of the Revolving Commitments delivered under this paragraph by the Borrower may state that such notice is conditioned upon the occurrence effectiveness of one or more events specified thereinother 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. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such Class. All fees in respect of the Revolving Commitments accrued until the effective date of any termination of the Revolving Commitments shall be paid on the effective date of such terminationCommitments. (d) If after giving effect Any termination or reduction of the Commitments pursuant to this Section 2.08 or Article VII shall be permanent. Upon any reduction or partial termination of Revolving the Commitments under this Section 2.07from time to time if the aggregate Market Value of the Collateral is more than four (4) times the Threshold Value, all calculated as of the date of such partial termination of the Commitments, then the Administrative Agent, the LC Sublimit exceeds Issuing Bank and the Revolving Commitments at Lenders agree that promptly following such timepartial termination of the Commitments, a portion of the LC Sublimit Collateral shall be automatically reduced by released so that the amount Market Value of the Collateral, calculated as of the date of such excesspartial termination of the Commitments, shall equal or exceed four (4) times the Threshold Value.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Tranche A Term Commitments and the Tranche B Term Loan Commitments shall automatically terminate at 5:00 p.m., p.m. (New York City time, ) on the Effective Date and (ii) the Revolving all other Commitments shall automatically terminate on the Revolving Maturity Date. (b) The Borrower may at any time terminate, or from time to time permanently reduce, the Commitments of any ClassRevolving Commitments; provided that (i) each partial reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,0001,000,000, (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.10Loans, (A) the Aggregate Revolving Exposure would exceed the Aggregate Revolving Commitment or (B) the Revolving Exposure of any Lender would exceed its Revolving Commitment and (iii) the Borrower Aggregate Revolving Commitments shall not terminate or reduce be reduced to an amount less than $1,000,000 unless the LC Sublimit if, after giving effect thereto, the LC Exposure not fully cash collateralized hereunder would exceed the LC SublimitRevolving Commitments are terminated in full. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under paragraph (b) of this Section not later than 11:00 a.m., New York City time, three at least two Business Days, or such shorter period as may be agreed by the Administrative Agent, Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the applicable Class of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination or reduction of the Revolving Commitments delivered under paragraph (b) of this paragraph Section may state that such notice is conditioned upon the occurrence of one or more events specified therein, 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. Any termination or reduction of the Revolving Commitments of any Class shall be permanent. Each reduction of the Revolving Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such Class. All fees in respect of the Revolving Commitments accrued until the effective date of any termination of the Revolving Commitments shall be paid on the effective date of such terminationCommitments. (d) If after giving effect to any reduction or termination of Revolving Commitments under this Section 2.07, the LC Sublimit exceeds the Revolving Commitments at such time, the LC Sublimit shall be automatically reduced by the amount of such excess.

Termination and Reduction of Commitments. (a) Unless previously terminatedterminated or extended pursuant to the terms and conditions hereof, (i) the Tranche A Term Commitments and the Tranche B Term all Commitments shall automatically terminate at 5:00 p.m., New York City time, on the Effective Date and (ii) the Revolving Commitments shall automatically terminate on the Revolving Maturity Date. (b) The Borrower may at any time terminatetime, without (subject to Section 2.16) premium or penalty, terminate the Commitments upon (i) the payment in full of all outstanding Loans, together with accrued and unpaid interest thereon and on any Letters of Credit, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or at the discretion of the Administrative Agent a backup standby letter of credit satisfactory to the Administrative Agent and the applicable Issuing Bank) in an amount equal to 103% of the LC Exposure as of such date), (iii) the payment in full of all accrued and unpaid fees required hereunder, and (iv) the payment in full of all reimbursable expenses and other Obligations due under this Agreement and the other Loan Documents together with accrued and unpaid interest thereon (other than contingent indemnification obligations and reimbursement obligations in respect of which no claim for payment has yet been asserted by the Person entitled thereto). (c) The Borrower may from time to time permanently reducetime, without (subject to Section 2.16) premium or penalty, reduce the Commitments of any ClassCommitments; provided provided, that (i) each partial reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 1 million and not less than $5,000,0005 million unless such amount represents all of the remaining Commitments, and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.102.11, the Aggregate Revolving Credit Exposure would exceed the Aggregate Revolving Commitment and (iii) the Borrower shall not terminate or reduce the LC Sublimit if, after giving effect thereto, the LC Exposure not fully cash collateralized hereunder would exceed the LC Sublimitaggregate Commitments of all Lenders. (cd) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph clause (b) or (c) of this Section not later than 11:00 a.m., New York City time, 2.09 at least three Business Days, or such shorter period as may be agreed by the Administrative Agent, Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the applicable Class of the contents thereof. Each notice delivered by the Borrower pursuant to this Section 2.09 shall be irrevocable; provided provided, that a notice of termination or reduction of the Revolving Commitments delivered under this paragraph by the Borrower may state that such notice is conditioned upon the occurrence effectiveness of one other credit facilities or more events specified therein, 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. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such Class. All fees in respect of the Revolving Commitments accrued until the effective date of any termination of the Revolving Commitments. (e) The Commitments shall be paid on automatically and permanently reduced by an amount equal to fifty percent (50%) of the effective date aggregate principal amount of Indebtedness incurred by Holdings or any of its Restricted Subsidiaries pursuant to a Specified Issuance (such termination. (d) If after giving effect to any reduction or termination of Revolving Commitments under this Section 2.07reduction, the LC Sublimit exceeds “Specified Issuance Commitment Reduction”); provided, that the Revolving Commitments at such time, may only be reduced pursuant to the LC Sublimit shall be automatically reduced terms of this clause (e) by the amount of such excessup to $150 million.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Tranche A Term Commitments and the Tranche B Term Commitments shall automatically terminate at 5:00 p.m., New York City time, on the Effective Date and (ii) the Revolving Commitments shall automatically terminate on the Revolving Maturity Date. (b) The Borrower may at any time terminate, or from time to time permanently reduce, the Commitments of any Class; provided that (i) each partial reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000, 5,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.102.11, the Aggregate Dollar Amount of the Total Revolving Credit Exposure would exceed the Aggregate Revolving Commitment and (iii) the Borrower shall not terminate or reduce the LC Sublimit if, after giving effect thereto, the LC Exposure not fully cash collateralized hereunder would exceed the LC SublimitCommitment. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section not later than 11:00 a.m., New York City time, at least three (3) Business Days, or such shorter period as may be agreed by the Administrative Agent, Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the applicable Lenders of the applicable Class of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination or reduction of the Revolving Commitments delivered under this paragraph by the Borrower may state that such notice is conditioned upon the occurrence effectiveness of one other credit facilities or more events other transactions specified therein, in which case such notice may be revoked or delayed by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders holding such Commitments in accordance with their respective Commitments of such Class. All fees in respect of the Revolving Commitments accrued until the effective date of any termination of the Revolving Commitments shall be paid on the effective date of such termination. (d) If after giving effect to any reduction or termination of Revolving Commitments under this Section 2.07, the LC Sublimit exceeds the Revolving Commitments at such time, the LC Sublimit shall be automatically reduced by the amount of such excess.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Tranche A Term Commitments and the Tranche B Term Commitments shall automatically terminate at 5:00 p.m., New York City time, on the Effective Date Date, the Term Commitments in effect on such date shall terminate upon the making of the relevant Term Loans and (ii) the Revolving Commitments shall automatically terminate on the Revolving Maturity Date. (b) The Borrower may at any time terminate, or from time to time permanently reduce, the Commitments of any Class; , provided that (i) each partial reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 500,000 and not less than $5,000,000, 1,000,000 unless such amount represents all of the remaining Commitments of such Class and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.102.11, the Aggregate aggregate Revolving Exposure Exposures would exceed the Aggregate aggregate Revolving Commitment and (iii) the Borrower shall not terminate or reduce the LC Sublimit if, after giving effect thereto, the LC Exposure not fully cash collateralized hereunder would exceed the LC SublimitCommitments. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section not later than 11:00 a.m., New York City time, three 2.08 at least one (1) Business Days, or such shorter period as may be agreed by the Administrative Agent, Day prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the applicable Class of the contents thereof. Each notice delivered by the Borrower pursuant to this Section 2.08 shall be irrevocable; provided that a notice of termination or reduction of the Revolving Commitments delivered under this paragraph by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of one some other identifiable event or more events specified thereincondition, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective datedate of termination) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such Class. All fees in respect of the Revolving Commitments accrued until the effective date of any termination of the Revolving Commitments shall be paid on the effective date of such termination. (d) If after giving effect to any reduction or termination of Revolving Commitments under this Section 2.07, the LC Sublimit exceeds the Revolving Commitments at such time, the LC Sublimit shall be automatically reduced by the amount of such excess.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Tranche A Revolving Commitments shall automatically terminate on the Maturity Date. The Term Commitments and the Tranche B Term Loan Commitments shall automatically terminate at 5:00 p.m., New York City Houston time, on the Effective Date and (ii) the Revolving Commitments shall automatically terminate on the Revolving Maturity Date. (b) The Borrower may at any time terminate, or from time to time permanently reduce, the Commitments of any ClassRevolving Commitments; provided that (i) each partial reduction of the Revolving Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000, 5,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.10, the Aggregate Revolving Credit Exposure would exceed the Aggregate total Revolving Commitment and (iii) the Borrower shall not terminate or reduce the LC Sublimit if, after giving effect theretoCommitments; provided that for purposes of this paragraph, the LC Exposure not fully shall be deemed to be zero if there exists either cash collateralized hereunder would exceed collateral equal to 105% of the LC SublimitExposure or one or more back-up letters of credit for the benefit of each applicable Issuing Bank in form and substance and issued by issuer(s) satisfactory to each such Issuing Bank in its sole discretion. Upon the provision of such cash collateral or back-up letters of credit and the payment in full of all Obligations, then the Revolving Lenders shall be released from their obligations under Section 2.05(d), and all letter of credit fees accruing after the termination of the Revolving Commitments shall be for the account of the applicable Issuing Banks. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under paragraph (b) of this Section not later than 11:00 a.m., New York City time, at least three Business Days, or such shorter period as may be agreed by the Administrative Agent, Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Revolving Lenders of the applicable Class of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination or reduction of the Revolving Commitments delivered under this paragraph by the Borrower may state that such notice is conditioned upon the occurrence effectiveness of one or more events specified thereinother 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. Any termination or reduction of the Revolving Commitments of any Class shall be permanent. Each reduction of the Revolving Commitments of any Class shall be made ratably among the Revolving Lenders in accordance with their respective Commitments of such Class. All fees in respect of the Revolving Commitments accrued until the effective date of any termination of the Revolving Commitments shall be paid on the effective date of such terminationCommitments. (d) If after giving effect to any reduction or termination of Revolving Commitments under this Section 2.07, the LC Sublimit exceeds the Revolving Commitments at such time, the LC Sublimit shall be automatically reduced by the amount of such excess.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Tranche A Term Commitments and the Tranche B Initial Term Commitments shall automatically terminate at 5:00 11:59 p.m., New York City time, time on the Initial Term Commitment Expiration Date (provided that in connection with each drawing of Initial Term Loans in accordance with Section 2.01(a), the Initial Term Commitment of each Lender shall be reduced on a dollar for dollar basis by the amount of Initial Term Loans made by such Lender on the date of such drawing; provided further, that, to the extent that Bidco elects prior to the Target Debt Refinancing Outside Date that any portion of the Potential Rollover Instruments shall remain outstanding in accordance with the definition of “Target Debt Refinancing Indebtedness”, the Initial Term Commitments shall be reduced on a dollar for dollar basis by an aggregate amount equal to the Rolled Over Amounts (with the Initial Term Commitments being reduced among the Lenders on a ratable basis)), (ii) the Term Commitments in respect of the Amendment No. 1 Refinancing Term Loans shall terminate on the Amendment No. 1 Effective Date and (iiiii) the Revolving Commitments shall automatically terminate on the Revolving Maturity Date. (b) The Borrower Borrowers may at any time terminate, or from time to time permanently reduce, the Commitments of any Class; provided that (i) each partial reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 500,000 and not less than $5,000,000, 1,000,000 unless such amount represents all of the remaining Commitments of such Class and (ii) the Borrower Borrowers shall not terminate or reduce the Revolving Commitments of any Class if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans of any Class in accordance with Section 2.10, the Aggregate aggregate Revolving Exposure Exposures of such Class would exceed the Aggregate aggregate Revolving Commitment and (iii) the Borrower shall not terminate or reduce the LC Sublimit if, after giving effect thereto, the LC Exposure not fully cash collateralized hereunder would exceed the LC SublimitCommitments of such Class. (c) The Borrower Borrowers shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section not later than 11:00 a.m., New York City time, three 2.07 at least one (1) Business Days, or such shorter period as may be agreed by the Administrative Agent, Day prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the applicable Class of the contents thereof. Each notice delivered by the Borrower Borrowers pursuant to this Section 2.07 shall be irrevocable; provided that a notice of termination or reduction of the Revolving Commitments of any Class delivered under this paragraph by the Borrowers may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of one some other identifiable event or more events specified thereincondition, in which case such notice may be revoked or extended by the Borrower Borrowers (by notice to the Administrative Agent on or prior to the specified effective datedate of termination) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such Class. All fees in respect of the Revolving Commitments accrued until the effective date of any termination of the Revolving Commitments shall be paid on the effective date of such termination. (d) If after giving effect to any reduction or termination of Revolving Commitments under this Section 2.07, the LC Sublimit exceeds the Revolving Commitments at such time, the LC Sublimit shall be automatically reduced by the amount of such excess.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Tranche A Term Commitments and the Tranche B Term Commitments shall automatically terminate at 5:00 p.m., New York City time, on the Effective Date and (ii) the Revolving Commitments shall automatically terminate on the Revolving Maturity Date. (b) The Borrower may at any time terminate, or from time to time permanently reduce, the Commitments of any ClassCommitments; provided that (i) each partial reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000, (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.10Loans, (A) the Aggregate Revolving Exposure would exceed the Aggregate Revolving Commitment or (B) the Exposure of any Lender would exceed its Commitment and (iii) the Borrower Aggregate Commitments shall not terminate be reduced to an amount less than $5,000,000 unless the Commitments are terminated in full. (c) If Qualified Revenue shall not exceed the Revenue Test Limit as of the end of each of any two consecutive fiscal quarters of the Borrower beginning with the fiscal quarter ending on or reduce about June 30, 2017, on the LC Sublimit ifdate following the delivery of the Compliance Certificate in respect of the most recently ended fiscal quarter included in such two consecutive fiscal quarter period (or, if earlier, the date such Compliance Certificate is required to be delivered), the Commitments shall be permanently reduced in an amount such that Qualified Revenue, after giving effect theretoto such reduction, shall exceed the Revenue Test Limit as of the end of the most recently completed fiscal quarter of the Borrower. The Agent is hereby authorized to take any actions necessary to implement any such reduction without any action by, or consent of, the LC Exposure not fully cash collateralized hereunder would exceed the LC SublimitBorrower. (cd) If any Expansion Projections delivered to the Agent pursuant to Section 5.20 reflect that Qualified Revenue (including Qualified Revenue reflected in such Expansion Projections) for the then current fiscal year of the Borrower does not exceed the Revenue Test Limit on the date of such delivery, the Commitments shall be permanently reduced effective as of the date such Expansion Projections are delivered in an amount such that projected Qualified Revenue reflected in such Expansion Projections for the then current fiscal year of the Borrower equals or exceeds the Revenue Test Limit, after giving effect to such reduction. The Agent is hereby authorized to take any actions necessary to implement any such reduction without any action by, or consent of, the Borrower. (e) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section not later than 11:00 a.m., New York City time, three at least two Business Days, or such shorter period as may be agreed by the Administrative Agent, Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the applicable Class of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination or reduction of the Revolving Commitments delivered under paragraph (b) of this paragraph Section may state that such notice is conditioned upon the occurrence of one or more events specified therein, 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. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such Class. All fees in respect of the Revolving Commitments accrued until the effective date of any termination of the Revolving Commitments shall be paid on the effective date of such terminationCommitments. (d) If after giving effect to any reduction or termination of Revolving Commitments under this Section 2.07, the LC Sublimit exceeds the Revolving Commitments at such time, the LC Sublimit shall be automatically reduced by the amount of such excess.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Tranche A Term Commitments and the Tranche B Term Commitments shall automatically terminate at 5:00 p.m., New York City time, on the Effective Date and (ii) the Revolving Commitments shall automatically terminate on the Revolving Maturity Date. (b) The Borrower may at any time terminate, or from time to time permanently reduce, the Commitments of any ClassRevolving Commitments; provided that (i) each partial reduction of the Revolving Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 100,000 and not less than $5,000,000, 1,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.10, the Aggregate sum of the Revolving Exposure Exposures would exceed the Aggregate total Revolving Commitment and (iii) the Borrower shall not terminate or reduce the LC Sublimit if, after giving effect thereto, the LC Exposure not fully cash collateralized hereunder would exceed the LC SublimitCommitments. (c) In the event that, on the date on which any prepayment would be required pursuant to Section 2.10(c), no Consolidated Term Borrowings remain outstanding or the amount of the prepayment required by Section 2.10(c), exceeds the aggregate principal amount of Consolidated Term Borrowings then outstanding, the Borrower shall reduce the Revolving Commitments, ratably according to the Applicable Percentages, by an amount equal to the excess of the required prepayment over the principal amount, if any, of Consolidated Term Borrowings actually prepaid. (d) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under paragraph (b) of this Section not later than 11:00 a.m.Section, New York City timeor any required reduction of the Revolving Commitments under paragraph (c) of this Section, at least three Business Days, or such shorter period as may be agreed by the Administrative Agent, Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the applicable Class of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination or reduction of the Revolving Commitments delivered under this paragraph by the Borrower may state that such notice is conditioned upon the occurrence effectiveness of one or more events specified thereinother 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. Any termination or reduction of the Revolving Commitments of any Class shall be permanent. Each reduction of the Revolving Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such Class. All fees in respect of the Revolving Commitments accrued until the effective date of any termination of the Revolving Commitments shall be paid on the effective date of such terminationApplicable Percentage. (d) If after giving effect to any reduction or termination of Revolving Commitments under this Section 2.07, the LC Sublimit exceeds the Revolving Commitments at such time, the LC Sublimit shall be automatically reduced by the amount of such excess.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Tranche A Term Commitments and the Tranche B Term Commitments shall automatically terminate at 5:00 p.m., New York City time, on the Effective Date and (ii) the Revolving Commitments shall automatically terminate on the Revolving Maturity Date. (b) The Borrower may at any time terminate, or from time to time permanently reduce, the Commitments Commitments, provided that any such termination and each such reduction shall be in accordance with this Section 2.5(b). The Borrower shall notify the Administrative Agent of any Class; election to terminate or reduce the Commitments under this Section 2.5(b) at least ten Business Days prior to the proposed effective date of such termination or at least five Business Days prior to the proposed effective date of such reduction, specifying such election and such proposed effective date. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders, the Depositary and the Placement Agent of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable. On the proposed effective date of any termination of, and each reduction of, the Commitments, the Commitments shall be so terminated or reduced provided that (i1) each partial the Borrower shall have paid to the Administrative Agent, for the account of the applicable Credit Parties hereunder, all accrued and unpaid fees under Section 3.3, (2) no termination of the Commitments pursuant to this Section 2.5(b) shall be effective if, immediately after giving effect thereto, there would be any Outstanding Eligible CP Notes, (3) no reduction of the Commitments pursuant to this Section 2.5(b) shall be effective if such reduction would reduce the then Available Commitment to an amount less than the aggregate Face Amount of all Outstanding Eligible CP Notes that shall mature within the 44 consecutive day period immediately following the date of such reduction, (4) no such termination or reduction shall be effective if, after giving effect to any Class concurrent prepayment of the Loans, the sum of the Credit Exposures would exceed the total Commitments and (5) each such reduction of the Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000, provided further that the foregoing clauses (ii2) the Borrower and (3) shall not terminate or reduce apply in connection with the Revolving Commitments if, after giving effect to any concurrent prepayment termination of the Revolving Loans in accordance Commitments effective concurrently with Section 2.10, the Aggregate Revolving Exposure would exceed effectiveness of a replacement credit facility having an aggregate commitment amount greater than or equal to the Aggregate Revolving Commitment and (iii) the Borrower shall not terminate or reduce the LC Sublimit if, after giving effect thereto, the LC Exposure not fully cash collateralized hereunder would exceed the LC Sublimitaggregate Commitments immediately prior to such termination. (c) The Borrower shall notify the Administrative Agent Each reduction, and any termination, of any election to terminate or reduce the Commitments under paragraph (b) of this Section not later than 11:00 a.m., New York City time, three Business Days, or such shorter period as may be agreed by the Administrative Agent, prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the applicable Class of the contents thereof. Each notice delivered by the Borrower pursuant to this Section Agreement shall be irrevocable; provided that a notice of termination or reduction of the Revolving Commitments delivered under this paragraph may state that such notice is conditioned upon the occurrence of one or more events specified therein, 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. Any termination or permanent and each reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such Class. All fees in respect of the Revolving Commitments accrued until the effective date of any termination of the Revolving Commitments shall be paid on the effective date of such terminationCommitments. (d) If after giving effect to any reduction or termination of Revolving Commitments under this Section 2.07, the LC Sublimit exceeds the Revolving Commitments at such time, the LC Sublimit shall be automatically reduced by the amount of such excess.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Tranche A Term Commitments and the Tranche B Term Commitments shall automatically terminate at 5:00 p.m., New York City time, on the Effective Date and (ii) the Revolving Commitments shall automatically terminate on the Revolving Maturity DateDate and (b) the Term Loan Commitments (other than New Term Loan Commitments) shall terminate on the Term Loan Commitment Expiry Date as provided in Section 2.01(b). (b) The Borrower may at any time terminateterminate in full, or from time to time permanently reduce, the Commitments of any Classunder a particular Facility; provided that (i) each partial reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000, 5,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.10, the Aggregate sum of the Revolving Exposure Credit Exposures would exceed the Aggregate total Revolving Commitment and (iii) the Borrower shall not terminate or reduce the LC Sublimit if, after giving effect thereto, the LC Exposure not fully cash collateralized hereunder would exceed the LC SublimitCommitments. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section not later than 11:00 a.m., New York City time, three at least one (1) Business Days, or such shorter period as may be agreed by the Administrative Agent, Day prior to the effective date of such termination or reduction, specifying such election and the effective date thereof; provided that if any Revolving Loan is to be terminated or reduced, the Borrower shall comply with Section 2.10(c). Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the applicable Class of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that if such a notice of termination or reduction of the Revolving Commitments delivered under this paragraph may state by the Borrower expressly states that such notice is conditioned upon the occurrence effectiveness of one other credit facilities or more events the closing of a specified thereintransaction, 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. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class under a particular Facility shall be made ratably among the Lenders in accordance with their respective Commitments of under such Class. All fees in respect of the Revolving Commitments accrued until the effective date of any termination of the Revolving Commitments shall be paid on the effective date of such terminationFacility. (d) If after giving effect to any reduction or termination of Revolving Commitments under this Section 2.07, the LC Sublimit exceeds the Revolving Commitments at such time, the LC Sublimit shall be automatically reduced by the amount of such excess.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Tranche A Term Commitments and the Tranche B Term Construction Commitments shall automatically terminate at 5:00 p.m., New York City time, on the Effective Construction Maturity Date, (ii) the Term Commitments shall terminate at 5:00 p.m., New York City time, on the earlier to occur of (A) the Term Conversion Date Certain and (iiB) the Term Conversion Date (after giving effect to any Term Loans required to be made on such date) and (iii) the Revolving Commitments shall automatically terminate at 5:00 p.m., New York City time, on the Revolving Maturity Date. (b) The Borrower may at any time terminate, or from time to time permanently reduce, the Commitments of under any ClassFacility; provided that (i) each partial reduction of the Commitments of under any Class Facility shall be in an amount that is an integral multiple of $1,000,000 500,000 and not less than $5,000,000100,000 (or, if less, the remaining amount of the applicable Commitments) and (ii) (A) the Borrower shall not voluntarily terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.102.11, the Aggregate Revolving Facility Exposure would exceed the Aggregate total Revolving Commitment and Commitments, (iiiB) the Borrower shall not voluntarily terminate or reduce the LC Sublimit ifConstruction Commitments if the remaining Available Unused Commitments in respect of the Construction Commitments, together with funds on deposit in the Construction Account and the Local Accounts, could not reasonably be expected to be sufficient to fund all remaining Project Costs through the Term Conversion Date, as set forth in a certificate of a Responsible Officer of the Borrower and confirmed by the Independent Engineer and (C) the Borrower shall not voluntarily terminate or reduce the Term Commitments unless, after giving effect theretoto any such termination or reduction, the LC Exposure aggregate outstanding principal amount of the Construction Loans and any remaining Available Unused Commitments in respect of the Construction Commitments shall not fully cash collateralized hereunder would exceed the LC SublimitTerm Commitments remaining after giving effect to such termination or reduction; provided that, notwithstanding anything in this Agreement to the contrary, prior to the Term Conversion Date, the Borrower may reduce or terminate the Construction Commitments from time to time in its sole discretion if Borrower certifies in writing to the Administrative Agent that the Borrower has sufficient funds (taking into account amounts on deposit in the Construction Account and the Local Accounts, and remaining availability under the Construction Facility) to achieve Term Conversion notwithstanding such reduction or termination. (c) The Borrower shall reduce or terminate the Construction Commitments (and related Term Commitments) in connection with any mandatory prepayment pursuant to Section 2.11(b)(iv) in an amount equal to the applicable Bolt Disposition Excess Amount (if any). (d) The Borrower shall notify the Administrative Agent in writing of any election to terminate or reduce the Commitments under paragraph (b) of this Section not later than 11:00 a.m., New York City time, above at least three Business Days, or such shorter period as may be agreed by the Administrative Agent, Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the applicable Lenders of the applicable Class of the contents thereof. Each notice delivered by the Borrower pursuant to this Section clause (c) shall be irrevocable; provided that a notice of termination or reduction of the Revolving Commitments delivered under this paragraph by the Borrower may state that such notice is conditioned upon the occurrence effectiveness of one or more events specified thereinother 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. . (e) Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of under any Class Facility shall be made ratably among the Lenders in accordance with their respective Commitments of under such Class. All fees in respect of the Revolving Commitments accrued until the effective date of any termination of the Revolving Commitments shall be paid on the effective date of such terminationFacility. (d) If after giving effect to any reduction or termination of Revolving Commitments under this Section 2.07, the LC Sublimit exceeds the Revolving Commitments at such time, the LC Sublimit shall be automatically reduced by the amount of such excess.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Tranche A Term Commitments and the Tranche B Term Commitments shall automatically terminate at 5:00 p.m., New York City time, on the Effective Date and (ii) the Revolving Commitments shall automatically terminate on the Revolving Maturity Date. (b) The Borrower may at any time terminate, or from time to time permanently reducereduce pro rata, the Commitments of any Classas specified in the notice set forth in (c) below; provided that (i) each partial reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000, 10,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.102.11, (i) the Aggregate sum of the Revolving Exposure Credit Exposures would exceed the Aggregate Revolving Commitment and total Commitments, (ii) the sum of the Revolver A Credit Exposures would exceed the Revolver A Commitments, or (iii) the Borrower shall not terminate or reduce sum of the LC Sublimit if, after giving effect thereto, the LC Exposure not fully cash collateralized hereunder Revolver B Credit Exposures would exceed the LC SublimitRevolver B Commitments. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section not later than 11:00 a.m., New York City time, at least three Business Days, or such shorter period as may be agreed by the Administrative Agent, Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereofthereof as well as whether such reduction applies to the Revolver A Commitments or the Revolver B Commitments. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the applicable Class of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination or reduction of the Revolving Commitments delivered under this paragraph by the Borrower may state that such notice is conditioned upon the occurrence effectiveness of one or more events specified thereinother 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. Any termination or reduction of the Commitments of any Class shall be permanentpermanent and such Commitments shall not be reinstated. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such Class. All fees in respect of the Revolving Commitments accrued until the effective date of any termination of the Revolving Commitments shall be paid on the effective date of such terminationCommitments. (d) If after giving effect to any reduction or termination of Revolving Commitments under this Section 2.07, the LC Sublimit exceeds the Revolving Commitments at such time, the LC Sublimit shall be automatically reduced by the amount of such excess.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Tranche A Term Commitments shall terminate and be automatically and permanently reduced to $0 upon the funding of the Tranche B A Term Commitments shall automatically terminate at 5:00 p.m., New York City time, Loans on the Effective Closing Date and (ii) the Revolving Commitments shall automatically terminate on the Revolving Maturity Date. (b) The Parent Borrower (on behalf of itself and the Foreign Subsidiary Borrowers) may at any time terminate, or from time to time permanently reduce, the Commitments of any Class; provided that (i) each partial reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000, 5,000,000 and (ii) the Borrower Revolving Commitments of any Class shall not terminate be terminated or reduce the Revolving Commitments reduced if, after giving effect to any concurrent prepayment of the Revolving Loans of such Class in accordance with Section 2.102.11, the Aggregate sum of the Revolving Exposure Exposures of such Class would exceed the Aggregate total Revolving Commitment and (iii) Commitments of such Class. Any reduction in the Borrower Revolving Commitments shall not terminate or reduce the LC Sublimit if, after giving effect thereto, the LC Exposure not fully cash collateralized hereunder would exceed the LC Sublimitbe made ratably in accordance with each Revolving Lender’s Revolving Commitment. (c) The Parent Borrower (on behalf of itself and the Foreign Subsidiary Borrowers) shall notify the Administrative Agent of any election to terminate or reduce the Commitments of any Class under paragraph (bSection 2.08(b) of this Section not later than 11:00 a.m., New York City time, at least three Business Days, or such shorter period as may be agreed by the Administrative Agent, Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the applicable Class of the contents thereof. Each notice delivered by the Parent Borrower (on behalf of itself and the Foreign Subsidiary Borrowers) pursuant to this Section shall be irrevocable; provided that a notice of termination or reduction of the Revolving Commitments delivered under this paragraph by the Parent Borrower (on behalf of itself and the Foreign Subsidiary Borrowers) may state that such notice is conditioned upon the effectiveness of other credit facilities or the occurrence of one or more events specified thereinanother transaction, in which case such notice may be revoked by the Parent Borrower (on behalf of itself and the Foreign Subsidiary Borrowers) (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Revolving Commitments of any Class shall be made ratably among the Revolving Lenders in accordance with their respective Commitments of such Class. All fees in respect of the Revolving Commitments accrued until the effective date of any termination of the Revolving Commitments shall be paid on the effective date of such terminationCommitments. (d) If after giving effect to any reduction or termination of Revolving Commitments under this Section 2.07, the LC Sublimit exceeds the Revolving Commitments at such time, the LC Sublimit shall be automatically reduced by the amount of such excess.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) The Company shall have the Tranche A Term Commitments and right to terminate or reduce the Tranche B Term Commitments shall automatically terminate at 5:00 p.m., New York City time, on the Effective Date and (ii) the Revolving Commitments shall automatically terminate on the Revolving Maturity Date. (b) The Borrower may Aggregate Commitment at any time terminate, or and from time to time permanently reduceat its option, the Commitments of any Class; provided that (iA) the Company shall give five days' prior written notice of such termination or reduction to the Agent (with sufficient executed copies for each Bank) specifying the amount and effective date thereof, (B) each partial reduction of the Commitments of any Class Aggregate Commitment shall be in an a minimum amount that is an of $5,000,000 and in integral multiple multiples of $1,000,000 and not less than $5,000,000, (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of all of the Revolving Loans Banks proportionately in accordance with Section 2.10, the Aggregate Revolving Exposure would exceed respective commitment amounts for each such Bank set forth in the Aggregate Revolving Commitment and (iii) the Borrower shall not terminate or reduce the LC Sublimit if, after giving effect thereto, the LC Exposure not fully cash collateralized hereunder would exceed the LC Sublimit. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section not later than 11:00 a.m., New York City time, three Business Days, or such shorter period as may be agreed by the Administrative Agent, prior signature pages hereof next to the effective date name of each such Bank, (C) no such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of reduction shall be permitted with respect to any such notice, the Administrative Agent shall advise the Lenders portion of the applicable Class Aggregate Commitment as to which a request for a Borrowing pursuant to Section 2.4 is then pending and (D) the Aggregate Commitment may not be terminated if any Advances are then outstanding and may not be reduced below the principal amount of the contents thereofAdvances then outstanding. Each notice delivered by the Borrower The Commitments or any portion thereof terminated or reduced pursuant to this Section 2.2(a), whether optional or mandatory, may not be reinstated. The Borrowers shall be irrevocable; provided that a notice of termination or reduction of immediately prepay the Revolving Commitments delivered under this paragraph may state that such notice is conditioned upon the occurrence of one or more events specified therein, in which case such notice may be revoked by the Borrower (by notice Loans to the Administrative Agent on or prior to extent they exceed the specified effective date) if such condition is not satisfied. Any termination or reduced Aggregate Commitment pursuant hereto, and any reduction hereunder shall reduce the Commitment amount of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders each Bank proportionately in accordance with their the respective Commitments Commitment amounts for each such Bank set forth on the signature pages hereof next to the name of each such ClassBank. (b) For purposes of this Agreement, a Letter of Credit Advance (i) shall be deemed outstanding in an amount equal to the sum of the maximum amount available to be drawn under the related Letter of Credit on or after the date of determination and on or before the stated expiry date thereof plus the amount of any draws under such Letter of Credit that have not been reimbursed by a Revolving Credit Loan as provided in Section 3.3 and (ii) shall be deemed outstanding at all times on and before such stated expiry date or such earlier date on which all amounts available to be drawn under such Letter of Credit have been fully drawn, and thereafter until all related reimbursement obligations have been paid. All fees Upon each payment made by the Agent in respect of any draft or other demand for payment under any Letter of Credit, the Revolving Commitments accrued until the effective date amount of any termination Letter of the Revolving Commitments shall be paid on the effective date of Credit Advance outstanding immediately prior to such termination. (d) If after giving effect to any reduction or termination of Revolving Commitments under this Section 2.07, the LC Sublimit exceeds the Revolving Commitments at such time, the LC Sublimit payment shall be automatically reduced by the amount of such excesseach Revolving Credit Loan deemed advanced in respect of the related reimbursement obligation of the Borrower.

Termination and Reduction of Commitments. (a) Unless previously terminatedThe Company shall have the right to terminate or reduce the Revolving Credit Commitments at any time and from time to time, provided that (i) the Tranche A Term Commitments Company shall give not less than three Business Days' notice of such termination or reduction to the Agent specifying the amount and the Tranche B Term Commitments shall automatically terminate at 5:00 p.m.effective date thereof, New York City time, on the Effective Date and (ii) the Revolving Commitments shall automatically terminate on the Revolving Maturity Date. (b) The Borrower may at any time terminate, or from time to time permanently reduce, the Commitments of any Class; provided that (i) each partial reduction of the Commitments of any Class Revolving Credit Commitment shall be in an a minimum amount that is of $5,000,000 and in an integral multiple of $1,000,000 500,000 and not less than $5,000,000, (ii) the Borrower shall not terminate or reduce the Revolving Credit Commitments ifof all of the Lenders proportionately in accordance with the respective Revolving Credit Commitment amounts for each such Lender, after giving effect (iii) no such termination or reduction shall be permitted with respect to any concurrent prepayment portion of the Revolving Loans in accordance with Credit Commitments as to which a request for a Revolving Credit Advance pursuant to Section 2.102.4 is then pending, the Aggregate Revolving Exposure would exceed the Aggregate Revolving Commitment and (iiiiv) the Borrower shall Revolving Credit Commitments may not terminate be terminated if any Revolving Credit Advances are then outstanding and may not be reduced below the principal amount of Revolving Credit Advances then outstanding. The Revolving Credit Commitments or reduce the LC Sublimit if, after giving effect thereto, the LC Exposure not fully cash collateralized hereunder would exceed the LC Sublimit. (c) The Borrower shall notify the Administrative Agent of any election to terminate portion thereof terminated or reduce the Commitments under paragraph (b) of this Section not later than 11:00 a.m., New York City time, three Business Days, or such shorter period as may be agreed by the Administrative Agent, prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the applicable Class of the contents thereof. Each notice delivered by the Borrower reduced pursuant to this Section 2.2 may not be reinstated. (b) For purposes of this Agreement, a Letter of Credit Advance (i) shall be irrevocable; provided that a notice of termination or reduction deemed outstanding in an amount equal to the sum of the Revolving Commitments delivered maximum amount available to be drawn under this paragraph may state the related Letter of Credit on or after the date of determination and on or before the stated expiry date thereof plus the amount of any draws under such Letter of Credit that have not been reimbursed as provided in Section 3.3 and (ii) shall be deemed outstanding at all times on and before such notice is conditioned stated expiry date or such earlier date on which all amounts available to be drawn under such Letter of Credit have been fully drawn, and thereafter until all related reimbursement obligations have been paid pursuant to Section 3.3. As provided in Section 3.3, upon the occurrence of one or more events specified therein, in which case such notice may be revoked each payment made by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such Class. All fees in respect of any draft or other demand for payment under any Letter of Credit, the Revolving Commitments accrued until the effective date amount of any termination Letter of the Revolving Commitments shall be paid on the effective date of Credit outstanding immediately prior to such termination. (d) If after giving effect to any reduction or termination of Revolving Commitments under this Section 2.07, the LC Sublimit exceeds the Revolving Commitments at such time, the LC Sublimit payment shall be automatically reduced by the amount of such excesseach Revolving Credit Loan deemed advanced in respect of the related reimbursement obligation of the relevant Borrower.

Termination and Reduction of Commitments. (a) Unless previously terminatedterminated in accordance with the terms hereof, (i) the Tranche A Term Commitments and the Tranche B Term Loan Commitments shall automatically terminate at 5:00 p.m., New York City time, on the Effective Date and Closing Date, (ii) the Revolving Commitments shall automatically terminate on the Revolving Maturity Date, (iii) the Revolving LC Commitment shall automatically terminate on the last day of the Revolving LC Availability Period and (iv) the LC Facility LC Commitment shall automatically terminate on the last day of the LC Facility Availability Period. (b) The In the event and on such occasion that any Net Cash Proceeds are received by or on behalf of Parent, any Borrower may at or any time terminate, or from time to time permanently reduceSubsidiary in respect of any Reduction Event, the Commitments Term Loans shall be prepaid no later than the fifth Business Day following the occurrence of any Class; provided that such Reduction Event (or in the case of a Reduction Event described in clause (a) of the definition of the term “Reduction Event”, on or before the fifth Business Day of the month following the month in which such sale occurs) by an amount equal to (i) each partial reduction if such Reduction Event is an event described in clause (a), (b), (c) or (e) of the Commitments definition of any Class shall be in an amount that is an integral multiple the term “Reduction Event”, 100% of $1,000,000 the Net Cash Proceeds received with respect to such Reduction Event and not less than $5,000,000, (ii) if such Reduction Event is an event described in clause (d) or (f) of the Borrower shall not terminate definition of the term “Reduction Event”, 50% of the Net Cash Proceeds received with respect to such Reduction Event, and, to the extent the amount of any prepayment required pursuant to clause (i) or reduce (ii) above exceeds the Revolving Commitments ifaggregate amount of (A) Term Loans then outstanding, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.10, the Aggregate Revolving Exposure would exceed the Aggregate Revolving Commitment and (iii) the Borrower shall not terminate or reduce the LC Sublimit if, after giving effect thereto, the LC Exposure not fully cash collateralized hereunder would exceed the LC Sublimit. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section not later than 11:00 a.m., New York City time, three Business Days, or such shorter period as may be agreed by the Administrative Agent, prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the applicable Class of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination or prepaid (but no reduction of the Revolving Commitments delivered under this paragraph may state that such notice is conditioned upon the occurrence of one or more events specified therein, 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. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such Class. All fees in respect of the Revolving Commitments accrued until the effective date of any termination of the Revolving Commitments shall be paid required) and unreimbursed LC Disbursements shall be reimbursed and (B) Term Loans, Revolving Loans and unreimbursed LC Disbursements then outstanding, the Letters of Credit shall be cash collateralized in accordance with the terms of Sections 2.04(g) and 2.19(j), with such cash collateral being applied on a pro rata basis among the effective aggregate undrawn Letters of Credit, in each case, on or before the date of such termination. (d) If after giving effect that the Term Loan is required to any reduction or termination of Revolving Commitments be prepaid under this Section 2.072.07(b) by an amount equal to such excess, provided that any Net Cash Proceeds from an Asset Sale that is a Reduction Event shall not be applied to prepay Term Loans and, if applicable, to prepay Revolving Loans, reimburse unreimbursed LC Disbursements and cash collateralize Letters of Credit, in accordance with this Section 2.07(b) until the LC Sublimit aggregate amount of Net Cash Proceeds not yet applied in accordance with this Section 2.07(b) exceeds the Revolving Commitments $1,000,000, at which time all such time, the LC Sublimit Net Cash Proceeds shall be automatically reduced by so applied. Notwithstanding the amount of such excess.foregoing,

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Tranche A Term Commitments and the Tranche B Term Commitments shall automatically terminate at 5:00 p.m., New York City time, on the Effective Date and (ii) the Revolving Commitments shall automatically terminate on the Maturity Date with respect to the Revolving Maturity Credit Facility and (ii) any unused Delayed Draw Term Loan Commitments shall automatically terminate on the Delayed Draw Term Loan Commitment Termination Date. (b) The Borrower Company may at any time terminate, or from time to time permanently reduce, the Revolving Commitments of any Classor, prior to the Delayed Draw Term Loan Commitment Termination Date, the Delayed Draw Term Loan Commitments; provided that (i) each partial any such reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000, (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.10, the Aggregate Revolving Exposure would exceed the Aggregate Revolving Commitment and (iii) the Borrower shall not terminate or reduce the LC Sublimit if, after giving effect thereto, the LC Exposure not fully cash collateralized hereunder would exceed the LC Sublimit1,000,000. (c) The Borrower Company shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments or Delayed Draw Term Loan Commitments, as applicable, under paragraph (b) of this Section not later than 11:00 a.m., New York City time, three 2.07 at least two (2) Business Days, or such shorter period as may be agreed by the Administrative Agent, Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the applicable Class of the contents thereof. Each notice delivered by the Borrower Company pursuant to this Section 2.07 shall be irrevocable; provided that irrevocable except that, to the extent delivered in connection with a refinancing of the Obligations, such notice of shall not be irrevocable until such refinancing is closed and funded. Any effectuated termination or reduction of the Revolving Commitments delivered under this paragraph may state that such notice is conditioned upon the occurrence of one or more events specified thereinDelayed Draw Term Loan Commitments, 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. Any termination or reduction of the Commitments of any Class as applicable, shall be permanent. Each (x) reduction of the Revolving Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Revolving Commitments of such Class. All fees in respect and (y) reduction of the Revolving Commitments accrued until the effective date of any termination of the Revolving Delayed Draw Term Loan Commitments shall be paid on made ratably among the effective date of such terminationLenders in accordance with their respective Delayed Draw Term Loan Commitments. (d) If after giving effect to any reduction or termination of Revolving Commitments under this Section 2.07, the LC Sublimit exceeds the Revolving Commitments at such time, the LC Sublimit shall be automatically reduced by the amount of such excess.

Termination and Reduction of Commitments. (a) Unless previously terminatedThe Term Loan Commitments (other than any Incremental Term Loan Commitments, which shall terminate as provided in the related Incremental Term Loan Assumption Agreement) shall automatically terminate upon the making of the Term Loans on the Closing Date. The Revolving Credit Commitments and the Swingline Commitment shall automatically terminate on the Revolving Credit Maturity Date. The L/C Commitment shall automatically terminate on the earlier to occur of (i) the Tranche A Term termination of the Revolving Credit Commitments and (ii) the Tranche B Term date 5 days prior to the Revolving Credit Maturity Date. Notwithstanding the foregoing, all the Commitments shall automatically terminate at 5:00 p.m., New York City time, on October 9, 2012, if the Effective Date and (ii) the Revolving Commitments initial Credit Event shall automatically terminate on the Revolving Maturity Datenot have occurred by such time. (b) The Upon at least three Business Days’ prior irrevocable written or fax notice to the Administrative Agent, the Borrower may at any time in whole permanently terminate, or from time to time in part permanently reduce, unutilized portions of the Revolving Credit Commitments of any Classor the Swingline Commitment; provided that (i) each partial reduction of the Revolving Credit Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 and not less than in a minimum amount of $5,000,000, (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment each partial reduction of the Revolving Loans Swingline Commitment shall be in accordance with Section 2.10an integral multiple of $250,000 and in a minimum amount of $1,000,000, the Aggregate Revolving Exposure would exceed the Aggregate Revolving Commitment and (iii) the Borrower Total Revolving Credit Commitment shall not terminate or reduce be reduced to an amount that is less than the LC Sublimit if, after giving effect thereto, Aggregate Revolving Credit Exposure at the LC Exposure not fully cash collateralized hereunder would exceed the LC Sublimit. time and (civ) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section not later than 11:00 a.m., New York City time, three Business Days, or such shorter period as may be agreed by the Administrative Agent, prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the applicable Class of the contents thereof. Each reduction notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination or reduction of the Revolving Commitments delivered under this paragraph may state that such notice is conditioned upon the occurrence effectiveness of one or more events specified thereinother 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. Any termination or reduction of the Commitments of any Class shall be permanent. . (c) Each reduction of in the Term Loan Commitments of any Class or the Revolving Credit Commitments hereunder shall be made ratably among the Lenders in accordance with their respective Commitments applicable Commitments. The Borrower shall pay to the Administrative Agent for the account of such Class. All fees in respect the applicable Lenders, on the date of each termination or reduction, the Commitment Fees on the amount of the Revolving Credit Commitments so terminated or reduced accrued until to but excluding the effective date of any termination of the Revolving Commitments shall be paid on the effective date of such terminationtermination or reduction. (d) If after giving effect The Tranche B Commitments shall automatically terminate upon the funding of the Tranche B Term Loans to any reduction or termination be made on the Amendment No. 1 Effective Date. (e) The Tranche B-2 Commitments shall automatically terminate upon the funding of Revolving Commitments under this Section 2.07, the LC Sublimit exceeds Tranche B-2 Term Loans to be made on the Revolving Commitments at such time, the LC Sublimit shall be automatically reduced by the amount of such excessAmendment No. 2 Effective Date.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Tranche A Term Commitments and the Euro Tranche B Term Commitments shall automatically terminate at 5:00 p.m., New York City time, and be reduced to €0 on the Effective Date upon the making of the Euro Tranche B Term Loans, (ii) the Dollar Tranche B Term Commitments shall automatically terminate and be reduced to $0 on the Effective Date upon the making of the Dollar Tranche B Term Loans, (iii) the Tranche A Term Commitments shall automatically terminate and be reduced to €0 on the Effective Date upon the making of the Tranche A Term Loans and (iiiv) the Revolving Commitments shall automatically terminate and be reduced to €0 on the Revolving Maturity Date. (b) The Each applicable Borrower may at any time terminate, or from time to time permanently reduce, the Commitments of any Class; provided that (i) each partial reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 €500,000 and not less than $5,000,000, €1,000,000 and (ii) the Swiss Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.102.11, the Aggregate Revolving Exposure would exceed the Aggregate Revolving Commitment and (iii) the Borrower shall not terminate or reduce the LC Sublimit if, after giving effect thereto, the LC Exposure not fully cash collateralized hereunder would exceed the LC SublimitCommitment. (c) The applicable Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section not later than 11:00 a.m., New York City time, at least three Business Days, or such shorter period as may be agreed by the Administrative Agent, Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the applicable Class of the contents thereof. Each notice delivered by the applicable Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination or reduction of the Revolving Commitments delivered under this paragraph may state that such notice is conditioned upon the occurrence of one or more events specified therein, in which case such notice may be revoked by the applicable Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such Class. All fees in respect of the Revolving Commitments accrued until the effective date of any termination of the Revolving Commitments shall be paid on the effective date of such termination. (d) If after giving effect to any reduction or termination of Revolving Commitments under this Section 2.07, the LC Sublimit exceeds the Revolving Commitments at such time, the LC Sublimit shall be automatically reduced by the amount of such excess.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Tranche A Term Commitments and the Tranche B Term A-1 Loan Commitments shall automatically terminate at 5:00 p.m., New York City time, on the Effective Date upon the funding of the Term A-1 Loans, (ii) the Term A-2 Loan Commitments shall terminate on the Effective Date upon the funding of the Term A-2 Loans and (iiiii) the Revolving Commitments shall automatically terminate on the Revolving Credit Maturity DateDate (subject to Section 2.23). (b) The Lead Borrower may at any time terminate, or from time to time permanently reduce, the Commitments of any ClassRevolving Commitments; provided that (i) each partial reduction of the Revolving Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 500,000 and not less than $5,000,000, 1,000,000 and (ii) the Lead Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.102.11, the Aggregate Dollar Amount of the Total Revolving Credit Exposure would exceed the Aggregate aggregate Revolving Commitment and (iii) the Borrower shall not terminate or reduce the LC Sublimit if, after giving effect thereto, the LC Exposure not fully cash collateralized hereunder would exceed the LC SublimitCommitments. (c) The Lead Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section not later than 11:00 a.m., New York City time, at least three (3) Business Days, or such shorter period as may be agreed by the Administrative Agent, Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the applicable Class of the contents thereof. Each notice delivered by the Lead Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination or reduction of the Revolving Commitments delivered under this paragraph by the Lead Borrower may state that such notice is conditioned upon the occurrence effectiveness of one other credit facilities or more events other transactions specified therein, in which case such notice may be revoked by the Lead Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such Class. All fees in respect of the Revolving Commitments accrued until the effective date of any termination of the Revolving Commitments shall be paid on the effective date of such terminationCommitments. (d) If after giving effect to any reduction or termination of Revolving Commitments under this Section 2.07, the LC Sublimit exceeds the Revolving Commitments at such time, the LC Sublimit shall be automatically reduced by the amount of such excess.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Tranche A Delayed Draw Term Commitments and the Tranche B Term Loan Commitments shall automatically terminate at 5:00 p.m., New York City time, in full on the Effective Delayed Draw Commitment Termination Date and (ii) the Revolving Commitments shall automatically terminate in full on the Revolving Credit Maturity Date. (bi) The Borrower Company may at any time terminate, or from time to time permanently reduce, the Commitments of any ClassRevolving Commitments; provided that (i1) each partial reduction of the Revolving Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000 and (2) the Company shall not terminate or reduce the Revolving Commitments if, after giving effect to any Class concurrent prepayment of the Loans in accordance with Section 2.11, the Dollar Amount of the sum of the Revolving Credit Exposures would exceed the aggregate Revolving Commitments. (ii) The Company may at any time terminate, or from time to time reduce, the Delayed Draw Term Loan Commitments; provided that each reduction of such Delayed Draw Term Loan Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000, (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.10. Unless previously terminated, the Aggregate Revolving Exposure would exceed Delayed Draw Term Loan Commitments shall (x) upon the Aggregate Revolving Commitment funding of any Delayed Draw Term Loan, be reduced to $0 after the funding of such Delayed Draw Term Loan and (iiiy) automatically terminate with respect to the Borrower shall not terminate or reduce remainder (if any) on the LC Sublimit if, after giving effect thereto, the LC Exposure not fully cash collateralized hereunder would exceed the LC SublimitDelayed Draw Commitment Termination Date. (c) The Borrower Company shall notify the Administrative Agent of any election to terminate or reduce the any Commitments under paragraph (b) of this Section not later than 11:00 a.m., New York City time, at least three (3) Business Days, or such shorter period as may be agreed by the Administrative Agent, Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the relevant Lenders of the applicable Class of the contents thereof. Each notice delivered by the Borrower Company pursuant to this Section shall be irrevocable; provided that a notice of termination or reduction of the Revolving any Commitments delivered under this paragraph by the Company may state that such notice is conditioned upon the occurrence effectiveness of one other credit facilities or more events specified thereinany other transaction, in which case such notice may be revoked by the Borrower Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the any Commitments of any Class shall be permanent. Each reduction of the Revolving Commitments of any Class shall be made ratably among the Revolving Lenders in accordance with their respective Commitments of such ClassRevolving Commitments. All fees in respect Each reduction of the Revolving Commitments accrued until the effective date of any termination of the Revolving Delayed Draw Term Loan Commitments shall be paid on made ratably among the effective date of such terminationDelayed Draw Term Lenders in accordance with their respective Delayed Draw Term Loan Commitments. (d) If after giving effect to any reduction or termination of Revolving Commitments under this Section 2.07, the LC Sublimit exceeds the Revolving Commitments at such time, the LC Sublimit shall be automatically reduced by the amount of such excess.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Tranche A Term Commitments and the Tranche B Commitment of each Term Commitments Lender shall automatically terminate at 5:00 p.m., New York City time, on the Effective earlier of (A) immediately after the making of the Term Loan by such Term Lender on the Term Funding Date and (B) the Term Commitment Termination Date and (ii) the Revolving Commitments shall automatically terminate on the Revolving Maturity Date. (b) The Borrower Company may at any time terminate, or from time to time permanently reduce, the Commitments of any Class; provided that (i) each partial reduction of the Commitments of any a Class shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000, 5,000,000 and (ii) the Borrower Company shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.102.08, the Aggregate Revolving Exposure would exceed the Aggregate Revolving Commitment and (iii) the Borrower shall not terminate or reduce the LC Sublimit if, after giving effect thereto, the LC Exposure not fully cash collateralized hereunder would exceed the LC SublimitCommitment. (c) The Borrower Company shall notify the Applicable Facility Agent (with a copy to the General Administrative Agent Agent) of any election to terminate or reduce the Commitments under paragraph (b) of this Section not later than 11:00 a.m., New York City time, at least three Business Days, or such shorter period as may be agreed by the Administrative Agent, Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Applicable Facility Agent shall advise the Lenders of the applicable Class of the contents thereof. Each notice delivered by the Borrower Company pursuant to this Section shall be irrevocable; provided that a notice of termination or reduction of the Revolving Commitments delivered of any Class under paragraph (b) of this paragraph Section may state that such notice is conditioned upon the occurrence of one or more events specified therein, in which case such notice may be revoked by the Borrower Company (by notice to the Applicable Facility Agent (with a copy to the General Administrative Agent Agent) on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such Class. All fees in respect of the Revolving Commitments accrued until the effective date of any termination of the Revolving Commitments shall be paid on the effective date of such termination. (d) If after giving effect to any reduction or termination of Revolving Commitments under this Section 2.07, the LC Sublimit exceeds the Revolving Commitments at such time, the LC Sublimit shall be automatically reduced by the amount of such excess.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) all of the Tranche A Term Commitments and the Tranche B Term Commitments shall automatically terminate at 5:00 p.m., New York City time, on the Effective Commitment Termination Date and (ii) if the Revolving IPO Effective Date has not occurred on or prior to the date that is 12 months after the Restatement Effective Date, the 2020 Incremental Commitments shall automatically terminate in full at 5:00 p.m. on the Revolving Maturity Datesuch date. (b) The Borrower may at any time terminate, or from time to time permanently reduce, the Commitments of any ClassCommitments; provided that (i) each partial reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000, 5,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.10, the Aggregate Revolving Exposure Total Utilization of Commitments would exceed the Aggregate Revolving Available Commitment Amount and (iii) each reduction of the Borrower Commitments shall not terminate or reduce be pro rata as between the LC Sublimit if, after giving effect thereto, Original Commitments and the LC Exposure not fully cash collateralized hereunder would exceed the LC Sublimit2020 Incremental Commitments. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section not later than 11:00 a.m., New York City time, at least three Business Days, or such shorter period as may be agreed by the Administrative Agent, Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the applicable Class of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination or reduction of the Revolving Commitments delivered under this paragraph by the Borrower may state that such notice is conditioned upon the occurrence effectiveness of one other credit facilities or more events specified thereinanother transaction, 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. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among applied to the Lenders in accordance with their respective Commitments of such Class. All fees in respect of the Revolving Commitments accrued until the effective date of any termination of the Revolving Commitments shall be paid on the effective date of such terminationApplicable Percentages. (d) If after giving effect to any reduction or termination of Revolving Commitments under this Section 2.07, the LC Sublimit exceeds the Revolving Commitments at such time, the LC Sublimit shall be automatically reduced by the amount of such excess.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Tranche A Term Commitments and the Tranche B Term Commitments Revolving Commitment of each Revolving Lender shall automatically and permanently terminate at 5:00 p.m., New York City time, on the Effective relevant Maturity Date and (ii) the Revolving Commitments Term Loan Commitment of each Term Lender shall automatically and permanently terminate on the Revolving Maturity DateClosing Date (after giving effect to the incurrence of Term Loans on such date). (b) The Borrower Borrowers may at any time terminate, or from time to time permanently reduce, the Commitments of any Class; provided that (i) each partial reduction of the such Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 5,000,000 and not less than $5,000,000, 10,000,000 and (ii) the Borrower Borrowers shall not terminate or reduce the any Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans of such Class in accordance with Section 2.102.11, the Aggregate Dollar Amount of the sum of the total Revolving Exposure Credit Exposures in respect of such Class would exceed the Aggregate aggregate Revolving Commitment and (iii) the Borrower shall not terminate or reduce the LC Sublimit if, after giving effect thereto, the LC Exposure not fully cash collateralized hereunder would exceed the LC SublimitCommitments of such Class. (c) The Borrower Borrowers shall notify the Administrative Agent of any election to terminate or reduce the Commitments of any Class under paragraph (b) of this Section not later than 11:00 a.m., New York City time, 2.09 at least three (3) Business Days, or such shorter period as may be agreed by the Administrative Agent, Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the applicable Class of the contents thereof. Each notice delivered by the Borrower Borrowers pursuant to this Section 2.09 shall be irrevocable; provided that a notice of termination or reduction of the Revolving Commitments of any Class delivered under this paragraph by the Borrowers may state that such notice is conditioned upon the occurrence effectiveness of other credit facilities or one or more other events specified therein, in which case such notice may be revoked by the each applicable Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the applicable Lenders in accordance with their respective Commitments of such Class. All fees in respect of the Revolving Commitments accrued until the effective date of any termination of the Revolving Commitments shall be paid on the effective date of such termination. (d) If after giving effect to any reduction or termination of Revolving Commitments under this Section 2.07, the LC Sublimit exceeds the Revolving Commitments at such time, the LC Sublimit shall be automatically reduced by the amount of such excess.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) terminated the Tranche A Term Commitments and the Tranche B Term Commitments Revolving Facility Commitment shall automatically terminate at 5:00 p.m., New York City time, on the Effective Revolving Facility Maturity Date and and, (ii) the Revolving Term Loan Commitments (excluding, for the avoidance of doubt, the 2020 Term Commitments) shall automatically terminate on the Revolving Maturity DateClosing Date (immediately after the incurrence of the Term Loans on such date) and (iii) the 2020 Term Commitments shall terminate on the Third Amendment Effective Date (immediately after the incurrence of the 2020 Term Loans on such date). (b) The Borrower may at any time terminate, or from time to time permanently reduce, the Commitments of any ClassRevolving Facility Commitments; provided provided, that (i) each partial reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,0005,000,000 (or, if less, the remaining amount of the Revolving Facility Commitments), (ii) such reduction shall be without premium or penalty (but subject to Section 2.16 and except for the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect Prepayment Fee payable pursuant to any concurrent prepayment of the Revolving Loans in accordance with Section 2.10, the Aggregate Revolving Exposure would exceed the Aggregate Revolving Commitment Sections 2.12(e)) and (iii) the Borrower shall not terminate or reduce the LC Sublimit if, after giving effect thereto, Revolving Facility Commitments to an amount that would be less than the LC sum of (A) the Revolving Facility Exposure not fully cash collateralized hereunder would exceed the LC Sublimit. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section not later than 11:00 a.m., New York City time, three Business Days, or such shorter period as may be agreed by the Administrative Agent, prior to the effective date of such termination or reductiondate, specifying such election and plus (B) the effective date thereof. Promptly following receipt principal amount of any such noticeall Revolving Loans not yet made as to which a request has been given by Borrower under Section 2.04(a), plus (C) the Administrative Agent shall advise the Lenders amount of the applicable Class all Letters of the contents thereof. Each notice delivered Credit not yet issued as to which a request has been given by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination or reduction of the Revolving Commitments delivered under this paragraph may state that such notice is conditioned upon the occurrence of one or more events specified therein, 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. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such Class. All fees in respect of the Revolving Commitments accrued until the effective date of any termination of the Revolving Commitments shall be paid on the effective date of such termination. (d) If after giving effect to any reduction or termination of Revolving Commitments under this Section 2.07, the LC Sublimit exceeds the Revolving Commitments at such time, the LC Sublimit shall be automatically reduced by the amount of such excess.2.05;

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Tranche A Term all U.S. Revolving Commitments and the Tranche B Term Commitments shall automatically terminate at 5:00 p.m., New York City time, on the Effective Date and (ii) the European Revolving Commitments shall automatically terminate on the U.S. Revolving Credit Maturity Date and European Revolving Credit Maturity Date, respectively. (b) The Borrower Borrowers may at any time terminate, or from time to time permanently reduce, the Commitments of any Class; provided that (i) each partial reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,0001,000,000, (or, if less, the remaining amount of such Commitments), (ii) the Borrower Company shall not terminate or reduce the U.S. Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.10, the Aggregate total U.S. Revolving Exposure Credit Exposures would exceed the Aggregate total U.S. Revolving Commitment Commitments and (iii) the Borrower Borrowers shall not terminate or reduce the LC Sublimit European Revolving Commitments if, after giving effect theretoto any concurrent prepayment of the Loans in accordance with Section 2.10, the LC Exposure not fully cash collateralized hereunder total European Revolving Credit Exposures would exceed the LC Sublimittotal European Revolving Commitments. (c) The Borrower Borrowers shall notify the Administrative Agent by telephone (confirmed by telecopy or transmission by electronic communication in accordance with Section 9.01(b)) of any election to terminate or reduce the Commitments under paragraph clause (b) of this Section not later than 11:00 a.m., New York City time, 12:00 p.m. three (3) Business Days, or such shorter period as may be agreed by the Administrative Agent, Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the applicable Class of the contents thereof. Each notice delivered by the Borrower Borrowers pursuant to this Section shall be irrevocable; provided that a notice of termination or reduction of the Revolving Commitments delivered under this paragraph by the Borrowers may state that such notice is conditioned upon the effectiveness of other credit facilities or instruments of Indebtedness or the occurrence of one or more events any other specified thereinevent, in which case such notice may be revoked by the Borrower Borrowers (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each Subject to Section 2.20(d), each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such Class. All fees in respect of the Revolving Commitments accrued until the effective date of any termination of the Revolving Commitments shall be paid on the effective date of such termination. (d) If after giving effect to any reduction or termination of Revolving Commitments under this Section 2.07, the LC Sublimit exceeds the Revolving Commitments at such time, the LC Sublimit shall be automatically reduced by the amount of such excess.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) each of the Tranche A Term Revolving Commitments and the Tranche B A Term Commitments shall automatically terminate at 5:00 p.m., New York City time, on September 30, 2013, if the Effective Date and shall not have occurred by such time, (ii) the Revolving Commitments shall automatically terminate at 5:00 p.m., New York City time, on the Revolving Maturity Date, (iii) the Tranche A Term Commitments shall automatically terminate immediately following the making of the Tranche A Term Loans on the Effective Date, and (iv) each Class of Commitments established pursuant to Section 2.23 or 2.24 shall terminate at the time specified therefor in the applicable Extension Agreement or Refinancing Facility Agreement. (b) The Borrower Company may at any time terminate, or from time to time permanently reduce, the Commitments of any Class; provided that (i) each partial reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000, 5,000,000 and (ii) the Borrower Company shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans, Swingline Loans or Protective Advances in accordance with Section 2.102.12, (A) the Aggregate Revolving Total Exposure would exceed the Aggregate Revolving Commitment and (iii) the Borrower shall not terminate or reduce the LC Sublimit if, after giving effect thereto, the LC Exposure not fully cash collateralized hereunder would exceed the LC SublimitCommitment. (c) The Borrower Company shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section not later than 11:00 a.m., New York City time, at least three Business Days, or such shorter period as may be agreed by the Administrative Agent, Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the applicable Class of the contents thereof. Each notice delivered by the Borrower Company pursuant to this Section shall be irrevocable; provided that a notice of termination or reduction of the Revolving Commitments delivered under paragraph (b) of this paragraph Section may state that such notice is conditioned upon the occurrence of one or more events specified therein, in which case such notice may be revoked by the Borrower Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such Class. All fees in respect of the Revolving Commitments accrued until the effective date of any termination of the Revolving Commitments shall be paid on the effective date of such termination. (d) If after giving effect to any reduction or termination of Revolving Commitments under this Section 2.07, the LC Sublimit exceeds the Revolving Commitments at such time, the LC Sublimit shall be automatically reduced by the amount of such excess.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Tranche A Term Commitments and the Tranche B Initial Term Commitments shall automatically terminate at 5:00 p.m., New York City time, on the Effective Date and (ii) the Revolving Commitments shall automatically terminate on the Revolving Maturity Date. (b) The Borrower may at any time terminate, or from time to time permanently reduce, the Commitments of any Class; provided that (i) each partial reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 500,000 and not less than $5,000,000, 1,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans in accordance with Section 2.102.11, the Aggregate aggregate Revolving Exposure Exposures would exceed the Aggregate aggregate Revolving Commitment and Commitments; provided further, that (iii1) the Borrower may allocate any termination or reduction of Commitments among Classes of Commitments at its direction (including, for the avoidance of doubt, to the Commitments with respect to any Class of Extended Revolving Commitments without any termination or reduction of the Commitments with respect to any existing Revolving Commitments of the same specified original Revolving Commitment Class) and (2) in connection with the establishment on any date of any Extended Revolving Commitments pursuant to Section 2.21, the original Revolving Commitments of any one or more Lenders providing any such Extended Revolving Commitments on such date shall not terminate or reduce be reduced in an amount equal to the LC Sublimit ifamount of specified original Revolving Commitments so extended on such date (or, if agreed by the Borrower and the Lenders providing such Extended Revolving Commitments, by any greater amount so long as the Borrower prepays the original Revolving Loans of such Class owed to such Lenders providing such Extended Revolving Commitments to the extent necessary to ensure that after giving effect theretoto such repayment or reduction, the LC Exposure not fully cash collateralized hereunder would exceed original Revolving Loans of such Class are held by the LC SublimitLenders of such Class on a pro rata basis in accordance with their original Revolving Commitments of such Class after giving effect to such reduction). (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section not later than 11:00 a.m., New York City time, three at least one Business Days, or such shorter period as may be agreed by the Administrative Agent, Day prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the applicable Class of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination or reduction of the Revolving Commitments delivered under this paragraph may state that such notice is conditioned upon the occurrence of one or more events specified therein, 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. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders within such Class in accordance with their respective Commitments of such Class. All fees in respect of the Revolving Commitments accrued until the effective date of any termination of the Revolving Commitments shall be paid on the effective date of such termination. (d) If after giving effect to any reduction or termination of Revolving Commitments under this Section 2.07, the LC Sublimit exceeds the Revolving Commitments at such time, the LC Sublimit shall be automatically reduced by the amount of such excess.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) The Company shall have the Tranche A Term Commitments and the Tranche B Term Commitments shall automatically right to terminate at 5:00 p.m., New York City time, on the Effective Date and (ii) or reduce the Revolving Credit Commitments shall automatically terminate on or the Tooling Revolving Maturity Date. (b) The Borrower may Credit Commitments at any time terminate, or and from time to time permanently reducetime, the Commitments of any Class; provided that (i) the Company shall give three Business Days' prior written notice of such termination or reduction to the Agent specifying the amount and effective date thereof, (ii) each partial reduction of the Commitments of any Class thereof shall be in an a minimum amount that is of $5,000,000 and in an integral multiple of $1,000,000 and not less than $5,000,000, (ii) the Borrower shall not terminate or reduce the Revolving such Commitments if, after giving effect to any concurrent prepayment of all of the Revolving Loans Lenders proportionately in accordance with Section 2.10the respective Commitment amounts for each such Lender, the Aggregate Revolving Exposure would exceed the Aggregate Revolving Commitment and (iii) the Borrower shall not terminate or reduce the LC Sublimit if, after giving effect thereto, the LC Exposure not fully cash collateralized hereunder would exceed the LC Sublimit. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section not later than 11:00 a.m., New York City time, three Business Days, or such shorter period as may be agreed by the Administrative Agent, prior to the effective date of no such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt reduction shall be permitted with respect to any portion of any such noticeCommitments as to which a request for an Advance pursuant to Section 2.4 is then pending, (iv) the Administrative Agent shall advise Revolving Credit Commitments may not be terminated if any Revolving Credit Advances are then outstanding and may not be reduced below the Lenders principal amount of Revolving Credit Advances and Swingline Loans then outstanding, and (v) the Tooling Revolving Credit Commitments may not be terminated if any Tooling Revolving Credit Loans are then outstanding and may not be reduced below the principal amount of the applicable Class of the contents thereofTooling Revolving Credit Loans then outstanding. Each notice delivered by the Borrower The Revolving Credit Commitments or Tooling Revolving Credit Commitments or any portion thereof terminated or reduced pursuant to this Section 2.2, whether optional or mandatory, may not be reinstated (b) For purposes of this Agreement, a Letter of Credit Advance (i) shall be irrevocable; provided that a notice of termination or reduction deemed outstanding in an amount equal to the sum of the Revolving Commitments delivered maximum amount available to be drawn under this paragraph may state the related Letter of Credit on or after the date of determination and on or before the stated expiry date thereof plus the amount of any draws under such Letter of Credit that have not been reimbursed as provided in Section 3.3 and (ii) shall be deemed outstanding at all times on and before such notice is conditioned stated expiry date or such earlier date on which all amounts available to be drawn under such Letter of Credit have been fully drawn, and thereafter until all related reimbursement obligations have been paid pursuant to Section 3.3. As provided in Section 3.3, upon the occurrence of one or more events specified therein, in which case such notice may be revoked each payment made by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such Class. All fees in respect of any draft or other demand for payment under any Letter of Credit, the Revolving Commitments accrued until the effective date amount of any termination Letter of the Revolving Commitments shall be paid on the effective date of Credit Advance outstanding immediately prior to such termination. (d) If after giving effect to any reduction or termination of Revolving Commitments under this Section 2.07, the LC Sublimit exceeds the Revolving Commitments at such time, the LC Sublimit payment shall be automatically reduced by the amount of such excesseach Loan deemed advanced, if any, in respect of the related reimbursement obligation of the Company.

Termination and Reduction of Commitments. (a) Unless previously terminatedThe Term Loan Commitments (other than any Incremental Term Loan Commitments, which shall terminate as provided in the related Incremental Term Loan Assumption Agreement) shall automatically terminate upon the making of the Term Loans on the Closing Date. The Revolving Credit Commitments and the Swingline Commitment shall automatically terminate on the Revolving Credit Maturity Date. The L/C Commitment shall automatically terminate on the earlier to occur of (i) the Tranche A Term termination of the Revolving Credit Commitments and (ii) the Tranche B Term date 5 days prior to the Revolving Credit Maturity Date. Notwithstanding the foregoing, all the Commitments shall automatically terminate at 5:00 p.m., New York City time, on October 9, 2012, if the Effective Date and (ii) the Revolving Commitments initial Credit Event shall automatically terminate on the Revolving Maturity Datenot have occurred by such time. (b) The Upon at least three Business Days’ prior irrevocable written or fax notice to the Administrative Agent, the Borrower may at any time in whole permanently terminate, or from time to time in part permanently reduce, unutilized portions of the Revolving Credit Commitments of any Classor the Swingline Commitment; provided that (i) each partial reduction of the Revolving Credit Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 and not less than in a minimum amount of $5,000,000, (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment each partial reduction of the Revolving Loans Swingline Commitment shall be in accordance with Section 2.10an integral multiple of $250,000 and in a minimum amount of $1,000,000, the Aggregate Revolving Exposure would exceed the Aggregate Revolving Commitment and (iii) the Borrower Total Revolving Credit Commitment shall not terminate or reduce be reduced to an amount that is less than the LC Sublimit if, after giving effect thereto, Aggregate Revolving Credit Exposure at the LC Exposure not fully cash collateralized hereunder would exceed the LC Sublimit. time and (civ) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section not later than 11:00 a.m., New York City time, three Business Days, or such shorter period as may be agreed by the Administrative Agent, prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the applicable Class of the contents thereof. Each reduction notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination or reduction of the Revolving Commitments delivered under this paragraph may state that such notice is conditioned upon the occurrence effectiveness of one or more events specified thereinother 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. Any termination or reduction of the Commitments of any Class shall be permanent. . (c) Each reduction of in the Term Loan Commitments of any Class or the Revolving Credit Commitments hereunder shall be made ratably among the Lenders in accordance with their respective Commitments applicable Commitments. The Borrower shall pay to the Administrative Agent for the account of such Class. All fees in respect the applicable Lenders, on the date of each termination or reduction, the Commitment Fees on the amount of the Revolving Credit Commitments so terminated or reduced accrued until to but excluding the effective date of any termination of the Revolving Commitments shall be paid on the effective date of such terminationtermination or reduction. (d) If after giving effect to any reduction or termination of Revolving Commitments under this Section 2.07, the LC Sublimit exceeds the Revolving Commitments at such time, the LC Sublimit shall be automatically reduced by the amount of such excess.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the The Tranche A Term Commitments with respect to Tranche A-1 Loans shall be automatically and the Tranche B Term Commitments shall automatically terminate permanently terminated at 5:00 p.m., New York City Charlotte time, on the Effective Date earlier of (i) December 31, 1996 and (ii) the Revolving Closing Date. The Tranche A Commitments with respect to Tranche A-2 Loans and the Tranche B Commitments shall be automatically terminate and permanently terminated at 5:00 p.m., London time, on the earlier of (i) December 31, 1996 and (ii) the Acquisition Closing Date; provided however that if, on or before December 31, 1996, Beechwood has obtained acceptances to the Tender Offer representing at least ninety percent (90%) of the outstanding shares of Archer, such date of xxxxxnation shall be extended to February 28, 1997; provided further that, if the Loan Notes Guaranty is issued by the Issuing Bank on or prior to such date of termination, then, to the extent of each Tranche B Lender's Tranche B Guaranty Exposure, such Lender's Tranche B Commitments shall not be terminated until the termination of the Loan Notes Guaranty. The Revolving Credit Commitments shall be automatically and permanently terminated on the earlier of (i) if the Closing Date shall not have occurred on or prior to such date, December 31, 1996 and (ii) otherwise, the Revolving Credit Maturity DateDate (unless sooner terminated pursuant to subsections (b) below or Section 10.2). (b) The Borrower may at At any time terminate, or and from time to time permanently reduceafter the date hereof, upon not less than five (5) Business Days' prior written notice to the Agent, such notice to be accompanied by a Revolving Commitment Worksheet, the Commitments of any ClassBorrower may terminate in whole or reduce in part the Total Unutilized Revolving Credit Commitments; provided that (i) each any such partial reduction of the Commitments of any Class shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $5,000,0003,000,000 or, (ii) the Borrower shall not terminate or reduce the Revolving Commitments ifif greater, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.10, the Aggregate Revolving Exposure would exceed the Aggregate Revolving Commitment and (iii) the Borrower shall not terminate or reduce the LC Sublimit if, after giving effect thereto, the LC Exposure not fully cash collateralized hereunder would exceed the LC Sublimit. (c) an integral multiple thereof. The Borrower shall notify the Administrative Agent amount of any election to terminate termination or reduce the Commitments reduction made under paragraph this subsection (b) of this Section may not later than 11:00 a.m., New York City time, three Business Days, or such shorter period as may thereafter be agreed by the Administrative Agent, prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the applicable Class of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination or reduction of the Revolving Commitments delivered under this paragraph may state that such notice is conditioned upon the occurrence of one or more events specified therein, 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. Any termination or reduction of the Commitments of any Class shall be permanentreinstated. Each reduction of the Revolving Credit Commitments of any Class pursuant to this Section 2.5 shall be made applied ratably among the Revolving Lenders in accordance with according to their respective Commitments of such Class. All fees in respect of the Revolving Commitments accrued until the effective date of any termination of the Revolving Commitments shall be paid on the effective date of such terminationCredit Commitments. (d) If after giving effect to any reduction or termination of Revolving Commitments under this Section 2.07, the LC Sublimit exceeds the Revolving Commitments at such time, the LC Sublimit shall be automatically reduced by the amount of such excess.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Tranche A Term Commitments and the Tranche B Term Commitments shall automatically terminate at 5:00 p.m., New York City time, on the Effective Closing Date and (ii) the Revolving Commitments shall automatically terminate on the Revolving Maturity Date. (b) The Borrower may at any time terminate, or from time to time permanently reduce, the Commitments of any Class; provided that (i) each partial reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 500,000 and not less than $5,000,000, 1,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans in accordance with Section 2.102.11, the Aggregate Revolving Exposure would exceed the Aggregate Revolving Commitment and (iii) the Borrower shall not terminate or reduce the LC Sublimit if, after giving effect thereto, the LC Exposure not fully cash collateralized hereunder would exceed the LC SublimitCommitment. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section not later than 11:00 a.m., New York City time, at least three Business Days, or such shorter period as may be agreed by the Administrative Agent, Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the applicable Class of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination or reduction of the Revolving Commitments delivered under paragraph (b) of this paragraph Section may state that such notice is conditioned upon the occurrence consummation of one an acquisition or more events specified thereinsale transaction or upon the effectiveness of other credit facilities or the receipt of proceeds from the issuance of other Indebtedness, 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. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such Class. All fees in respect of the Revolving Commitments accrued until the effective date of any termination of the Revolving Commitments shall be paid on the effective date of such termination. (d) If after giving effect to any reduction or termination of Revolving Commitments under this Section 2.07, the LC Sublimit exceeds the Revolving Commitments at such time, the LC Sublimit shall be automatically reduced by the amount of such excess.

Termination and Reduction of Commitments. (a) Unless previously terminatedIn addition, the Seller Representative may terminate or reduce permanently the Commitments of the Purchasers in its sole discretion at any time by delivering thirty days prior written notice to the Administrative Agent and the Purchasers; provided that, (i) if the Tranche A Term Commitments and are terminated in full, the Tranche B Term Commitments Termination Date shall automatically terminate at 5:00 p.m.be the first Business Day following such thirty-day period, New York City time, on the Effective Date and (ii) if the Revolving Commitments are reduced, such reduction shall automatically terminate be effective on the Revolving Maturity Date. first Business Day following such thirty-day period, (b) The Borrower may at any time terminate, or from time to time permanently reduce, the Commitments of any Class; provided that (iiii) each partial reduction of the Commitments of any Class shall be in an a minimum amount that is of $50,000,000 or in an integral multiple of $1,000,000 and not less than $5,000,000in excess thereof, (iiiv) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.10, the Aggregate Revolving Exposure would exceed the Aggregate Revolving Commitment and (iii) the Borrower shall not terminate or reduce the LC Sublimit if, after giving effect thereto, the LC Exposure not fully cash collateralized hereunder would exceed the LC Sublimit. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section not later than 11:00 a.m., New York City time, three Business Days, or such shorter period as may be agreed by the Administrative Agent, prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the applicable Class of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination or no reduction of the Revolving Commitment may cause the Aggregate Commitments delivered under this paragraph may state that such notice is conditioned upon to be less than the occurrence greater of one or more events specified therein, $50,000,000 and the Funded Amount and (v) each reduction 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. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders Purchasers in accordance with their respective Pro Rata Share. Once reduced or terminated, the Commitments may not be reinstated. (b) Upon the occurrence of a Facility Suspension Event, the Administrative Agent may, and at the direction of the Required Purchasers, shall, terminate the Commitments of the Purchasers at any time by providing written notice of such Classtermination to the Seller Representative (in which case the Termination Date shall be the day specified as such in the written notice, which may be the date upon which such written notice is received by the Seller Representative (or, in each case, if such date is not a Business Day, the Termination Date shall be the immediately following Business Day)). All fees Notwithstanding the foregoing, the occurrence of the Termination Date will have no effect on any rights or obligations hereunder in respect of the Revolving Commitments accrued until the effective date of any termination Purchased Receivables outstanding as of the Revolving Commitments Termination Date and all covenants, representations and warranties, repurchase obligations and indemnities made herein shall be paid on the effective date of such terminationcontinue in full force and effect so long as any Purchased Receivables remain outstanding. (d) If after giving effect to any reduction or termination of Revolving Commitments under this Section 2.07, the LC Sublimit exceeds the Revolving Commitments at such time, the LC Sublimit shall be automatically reduced by the amount of such excess.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Tranche A Term Commitments and shall terminate at 5:00 p.m., New York City time, on the Effective Date, (ii) the Tranche B Term Commitments shall automatically terminate at 5:00 p.m., New York City time, on the Effective Date and (iiiii) the Revolving Commitments shall automatically terminate on the Revolving Maturity Date. (b) The Borrower may at any time time, without premium or penalty, terminate, or from time to time permanently reduce, the Commitments of any Class; provided that (i) each partial reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000, 5,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.102.11, the Aggregate sum of the Revolving Exposure Exposures would exceed the Aggregate total Revolving Commitment and (iii) the Borrower shall not terminate or reduce the LC Sublimit if, after giving effect thereto, the LC Exposure not fully cash collateralized hereunder would exceed the LC SublimitCommitments. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section not later than 11:00 a.m., New York City time, at least three Business Days, or such shorter period as may be agreed by the Administrative Agent, Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the applicable Class of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination or reduction of the Revolving Commitments delivered under this paragraph by the Borrower may state that such notice is conditioned upon the occurrence effectiveness of one or more events specified thereinother 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. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such Class. All fees in respect of the Revolving Commitments accrued until the effective date of any termination of the Revolving Commitments shall be paid on the effective date of such termination. (d) If after giving effect to any reduction or termination of Revolving Commitments under this Section 2.07, the LC Sublimit exceeds the Revolving Commitments at such time, the LC Sublimit shall be automatically reduced by the amount of such excess.

Termination and Reduction of Commitments. (a) Unless previously terminatedIn addition, the Seller Representative may terminate or reduce permanently the Commitments of the Purchasers in its sole discretion at any time by delivering thirty days prior written notice to the Administrative Agent and the Purchasers; provided that, (i) if the Tranche A Term Commitments and are terminated in full, the Tranche B Term Commitments Termination Date shall automatically terminate at 5:00 p.m.be the first Business Day following such thirty-day period, New York City time, on the Effective Date and (ii) if the Revolving Commitments are reduced, such reduction shall automatically terminate be effective on the Revolving Maturity Date. first Business Day following such thirty-day period, (b) The Borrower may at any time terminate, or from time to time permanently reduce, the Commitments of any Class; provided that (iiii) each partial reduction of the Commitments of any Class shall be in an a minimum amount that is of $50,000,000 or in an integral multiple of $1,000,000 and not less than $5,000,000in excess thereof, (iiiv) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.10, the Aggregate Revolving Exposure would exceed the Aggregate Revolving Commitment and (iii) the Borrower shall not terminate or reduce the LC Sublimit if, after giving effect thereto, the LC Exposure not fully cash collateralized hereunder would exceed the LC Sublimit. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section not later than 11:00 a.m., New York City time, three Business Days, or such shorter period as may be agreed by the Administrative Agent, prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the applicable Class of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination or no reduction of the Revolving Commitment may cause the Aggregate Commitments delivered under this paragraph may state that such notice is conditioned upon to be less than the occurrence greater of one or more events specified therein, $200,000,000 and the Funded Amount and (v) each reduction 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. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders Purchasers in accordance with their respective Pro Rata Share. Once reduced or terminated, the Commitments may not be reinstated. (b) Upon the occurrence of a Facility Suspension Event, the Administrative Agent may, and at the direction of the Required Purchasers, shall, terminate the Commitments of the Purchasers at any time by providing written notice of such Classtermination to the Seller Representative (in which case the Termination Date shall be the day specified as such in the written notice, which may be the date upon which such written notice is received by the Seller Representative (or, in each case, if such date is not a Business Day, the Termination Date shall be the immediately following Business Day)). All fees Notwithstanding the foregoing, the occurrence of the Termination Date will have no effect on any rights or obligations hereunder in respect of the Revolving Commitments accrued until the effective date of any termination Purchased Receivables outstanding as of the Revolving Commitments Termination Date and all covenants, representations and warranties, repurchase obligations and indemnities made herein shall continue in full force and effect so long as any Purchased Receivables remain outstanding. (c) Provided that no Facility Suspension Event has occurred and is continuing, the Sellers may from time to time advise the Administrative Agent (on behalf of the Purchasers) in writing of their desire to extend the Scheduled Termination Date for an additional six (6) month period; provided, that such request is made not more than two hundred and ten (210) days prior to, and not less than sixty (60) days prior to, the then current Scheduled Termination Date. The Administrative Agent shall promptly communicate such request to the Purchasers. The Administrative Agent and each Purchaser shall notify the Sellers and the \ Administrative Agent in writing whether or not such Person is agreeable to such extension (it being understood that the Administrative Agent and the Purchasers may accept or decline such a request in their sole discretion and on such terms as they may elect) not more than sixty (60) days after receiving the Seller’s request to extend the Scheduled Termination Date; provided, however, that if the Administrative Agent or any Purchaser fails to so notify the Seller Representative and the Administrative Agent, the Administrative Agent or such Purchaser, as the case may be, shall be deemed to have declined such extension. In the event that the Administrative Agent and one or more Purchasers have so notified the Seller Representative and the Administrative Agent in writing that they are agreeable to such extension, the Seller Representative, the Administrative Agent and the applicable Purchasers shall enter into such documents as the Administrative Agent and the applicable Purchasers may deem necessary or appropriate to effect such extension, and all reasonable and documented out-of-pocket costs and expenses incurred by the Administrative Agent and the applicable Purchasers in connection therewith (including attorney costs) shall be paid on the effective date of such termination. (d) If after giving effect to any reduction or termination of Revolving Commitments under this Section 2.07, the LC Sublimit exceeds the Revolving Commitments at such time, the LC Sublimit shall be automatically reduced by the amount Sellers. For the avoidance of doubt, it is hereby agreed that as of any day at no time shall the Scheduled Termination Date extend for more than one year from such excessday.

Termination and Reduction of Commitments. (a) Unless previously terminatedThe Term Loan Commitments shall automatically terminate upon the earlier of (x) the making of the Term Loans on the Funding Date and (y) the failure to satisfy the conditions set forth in Article IV on or prior to December 31, 2010. The Revolving Credit Commitments shall automatically terminate upon the earlier of (x) the Revolving Credit Maturity Date and (y) the failure to satisfy the conditions set forth in Article IV on or prior to December 31, 2010. The L/C Commitment shall automatically terminate on the earlier to occur of (i) the Tranche A Term termination of the Revolving Credit Commitments and (ii) the Tranche B Term date 30 days prior to the Revolving Credit Maturity Date. Notwithstanding the foregoing, all the Commitments shall automatically terminate at 5:00 p.m., New York City time, on December 31, 2010, if the Effective Date and (ii) the Revolving Commitments initial Credit Event shall automatically terminate on the Revolving Maturity Datenot have occurred by such time. (b) The Upon at least three Business Days’ prior irrevocable written or fax notice to the Administrative Agent, the Borrower may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Term Loan Commitments of any Classor the Revolving Credit Commitments; provided provided, however, that (i) each partial reduction of the Term Loan Commitments of any Class or the Revolving Credit Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than in a minimum amount of $5,000,000, 5,000,000 and (ii) the Borrower Total Revolving Credit Commitment shall not terminate or reduce the Revolving Commitments if, after giving effect be reduced to any concurrent prepayment of the Revolving Loans in accordance with Section 2.10, an amount that is less than the Aggregate Revolving Credit Exposure would exceed at the Aggregate Revolving Commitment and (iii) the Borrower shall not terminate or reduce the LC Sublimit if, after giving effect thereto, the LC Exposure not fully cash collateralized hereunder would exceed the LC Sublimittime. (c) The Borrower shall notify Each reduction in the Administrative Agent of any election to terminate Term Loan Commitments or reduce the Commitments under paragraph (b) of this Section not later than 11:00 a.m., New York City time, three Business Days, or such shorter period as may be agreed by the Administrative Agent, prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the applicable Class of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination or reduction of the Revolving Credit Commitments delivered under this paragraph may state that such notice is conditioned upon the occurrence of one or more events specified therein, 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. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class hereunder shall be made ratably among the Lenders in accordance with their respective Commitments of such Classapplicable Commitments. All fees in respect The Borrower shall pay to the Administrative Agent for the account of the Revolving Commitments accrued until applicable Lenders, on the effective date of any each termination or reduction, the Commitment Fees on the amount of the Revolving Commitments shall be paid on so terminated or reduced accrued to but excluding the effective date of such terminationtermination or reduction. (d) If after giving effect to any reduction or termination of Revolving Commitments under this Section 2.07, the LC Sublimit exceeds the Revolving Commitments at such time, the LC Sublimit shall be automatically reduced by the amount of such excess.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Tranche A Term Commitments and the Tranche B Term Loan Commitments shall automatically terminate at 5:00 p.m., New York City time, on the Effective Closing Date and (ii) the all Revolving Commitments shall automatically terminate on the Revolving Credit Maturity Date. (b) The Borrower may at any time terminate, or from time to time permanently reduce, the Commitments of any ClassRevolving Commitments; provided that (i) each partial reduction of the Revolving Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,0001,000,000, (or, if less, the remaining amount of such Commitments) and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.102.10 and Cash Collateralization (or other backstop in respect of) outstanding Letters of Credit, the Aggregate total Revolving Exposure Credit Exposures would exceed the Aggregate total Revolving Commitment and (iii) the Borrower shall not terminate or reduce the LC Sublimit if, after giving effect thereto, the LC Exposure not fully cash collateralized hereunder would exceed the LC SublimitCommitments. (c) The Borrower shall notify the Administrative Agent by telephone (confirmed by telecopy or transmission by electronic communication in accordance with Section 9.01(b)) of any election to terminate or reduce the Commitments under paragraph (b) of this Section not later than 11:00 a.m.1:00 p.m., New York City time, three (3) Business Days, or such shorter period as may be agreed by the Administrative Agent, Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the applicable Class of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination or reduction of the Revolving Commitments delivered under this paragraph by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or instruments of Indebtedness or the occurrence of one or more events any other specified thereinevent, 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. Any termination or reduction of the Commitments of any Class shall be permanent. Each Subject to Section 2.20(d), each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such Class. All fees in respect of the Revolving Commitments accrued until the effective date of any termination of the Revolving Commitments shall be paid on the effective date of such termination. (d) If after giving effect to any reduction or termination of Revolving Commitments under this Section 2.07, the LC Sublimit exceeds the Revolving Commitments at such time, the LC Sublimit shall be automatically reduced by the amount of such excess.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Tranche A Term Commitments and the Tranche B Term Commitments shall automatically terminate at 5:00 p.m., New York City time, on the Effective Date and (ii) the Revolving Facility Commitments (including, for the avoidance of doubt, with respect to any Swingline Lender, its Swingline Commitments) shall automatically terminate on the Revolving Facility Maturity Date. (b) The Borrower may at any time terminate, or from time to time permanently reduce, the Commitments of any Classunder the Revolving Facility; provided that (i) each partial reduction of the Commitments of any Class under the Revolving Facility shall be in an amount that is an integral multiple of $1,000,000 1.0 million and not less than $5,000,0005.0 million (or, if less, the remaining amount of the Revolving Facility Commitments) and (ii) the Borrower shall not terminate or reduce the Revolving Facility Commitments if, after giving effect to any concurrent prepayment of the Revolving Facility Loans in accordance with Section 2.102.11, the Aggregate Revolving Facility Credit Exposure would exceed the Aggregate total Revolving Commitment and (iii) the Borrower shall not terminate or reduce the LC Sublimit if, after giving effect thereto, the LC Exposure not fully cash collateralized hereunder would exceed the LC SublimitFacility Commitments. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Facility Commitments under paragraph (b) of this Section not later than 11:00 a.m., New York City time, at least three Business Days, or such shorter period as may be agreed by the Administrative Agent, Table of Contents Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the applicable Class of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination or reduction of the Revolving Facility Commitments delivered under this paragraph by the Borrower may state that such notice is conditioned upon the occurrence effectiveness of one or more events specified thereinother 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. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class under the Revolving Facility shall be made ratably among the Lenders in accordance with their respective Commitments of such Class. All fees in respect of under the Revolving Commitments accrued until the effective date of any termination of the Revolving Commitments shall be paid on the effective date of such terminationFacility. (d) If after giving effect to any reduction or termination of Revolving Commitments under this Section 2.07, the LC Sublimit exceeds the Revolving Commitments at such time, the LC Sublimit shall be automatically reduced by the amount of such excess.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Tranche A Term Commitments and the Tranche B Term Commitments shall automatically terminate at 5:00 p.m., New York City time, on the Effective Date and (ii) the Revolving Commitments shall automatically terminate on the Revolving Maturity Date. (b) The Borrower may at any time terminate, or from time to time permanently reduce, the Commitments of any ClassCommitments; provided that (i) each partial reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 5,000,000 and not less than $5,000,000, 10,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.102.12, the Aggregate any Lender’s Revolving Credit Exposure would exceed the Aggregate Revolving Commitment and (iii) the Borrower shall not terminate or reduce the LC Sublimit if, after giving effect thereto, the LC Exposure not fully cash collateralized hereunder would exceed the LC Sublimitits Commitment. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph Section 2.09(b) at least three (b3) of this Section not later than 11:00 a.m., New York City time, three Business Days, or such shorter period as may be agreed by the Administrative Agent, Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the applicable Class of the contents thereof. Each notice delivered by the Borrower pursuant to this Section 2.09(c) shall be irrevocable; provided that a notice of termination or reduction of the Revolving Commitments delivered under this paragraph by the Borrower may state that such notice is conditioned upon the occurrence effectiveness of one or more events specified thereinother 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. Any termination or reduction of the Commitments of any Class pursuant to this Section 2.09(c) shall be permanentpermanent and may not be reinstated. Each reduction of the Commitments of any Class pursuant to this Section 2.09(c) shall be made ratably among the Lenders in accordance with their respective Commitments of such Class. All fees in respect of the Revolving Commitments accrued until the effective date of any termination of the Revolving Commitments shall be paid on the effective date of such terminationApplicable Percentages. (d) If after giving effect In connection with any mandatory prepayment pursuant to any reduction or termination Section 2.12(c) that, when taken together with all other mandatory prepayments pursuant to Section 2.12(c) during the term of Revolving Commitments under this Section 2.07Agreement, exceeds $5,000,000 (the “Commitment Reduction Threshold”), the LC Sublimit exceeds the Revolving Commitments at such time, the LC Sublimit then in effect shall be automatically reduced by an amount equal to the amount of such excessprepayment (taken together with all other mandatory prepayments pursuant to Section 2.12(c) during the term of this Agreement) in excess of the Commitment Reduction Threshold (or, if less, by the total amount of Commitments then in effect). Any reduction of Commitments pursuant to this Section 2.09(d) shall be permanent and may not be reinstated. Each reduction of the Commitments pursuant to this Section 2.09(d) shall be allocated ratably among the Lenders in proportion to their respective Applicable Percentages. The Administrative Agent shall give prompt notice to each Lender of any such reduction of the Commitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Tranche A Term Commitments and the Tranche B Term B‑1 Commitments shall automatically terminate at 5:00 p.m., New York City time, on the RestatementAmendment No. 1 Effective Date and (ii) the Revolving Commitments shall automatically terminate on the Revolving Maturity Commitment Termination Date. (b) The Borrower may at any time terminate, or from time to time permanently reduce, the Commitments of any Class; , provided that (i) each partial reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 500,000 and not less than $5,000,000, 1,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.102.11, the Aggregate aggregate Revolving Exposure Exposures would exceed the Aggregate Total Revolving Commitment and (iii) the Borrower shall not terminate or reduce the LC Sublimit if, after giving effect thereto, the LC Exposure not fully cash collateralized hereunder would exceed the LC SublimitCommitments. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section not later than 11:00 a.m., New York City time, at least three Business Days, or such shorter period as may be agreed by the Administrative Agent, Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the applicable Class of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination or reduction of the Revolving Commitments delivered under this paragraph by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of one some other identifiable event or more events specified thereincondition, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective datedate of termination) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such Class. All fees in respect of the Revolving Commitments accrued until the effective date of any termination of the Revolving Commitments shall be paid on the effective date of such termination. (d) If after giving effect to any reduction or termination of Revolving Commitments under this Section 2.07, the LC Sublimit exceeds the Revolving Commitments at such time, the LC Sublimit shall be automatically reduced by the amount of such excess.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Tranche A Term Commitments and the Tranche B Initial Term Commitments shall automatically terminate at 5:00 p.m., New York City time, on the Effective Closing Date and (ii) the Revolving Commitments shall automatically terminate on the Revolving Maturity Date. (b) The Borrower may at any time terminate, or from time to time permanently reduce, the Commitments of any Class; provided that (i) each partial reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 500,000 and not less than $5,000,000, 5,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments ifif (unless it is otherwise backstopped pursuant to arrangements reasonably acceptable to the Issuing Bank and the Administrative Agent), after giving effect to any concurrent prepayment of the Revolving Loans and/or cash collateralization of outstanding Letters of Credit in accordance with Section 2.10a manner reasonably satisfactory to the applicable Issuing Bank and the Administrative Agent and in a face amount equal to 103% of the outstanding amount of the applicable LC Exposure in respect thereof, the Aggregate aggregate Revolving Exposure Exposures of any Class would exceed the Aggregate aggregate Revolving Commitment and (iii) the Borrower shall not terminate or reduce the LC Sublimit if, after giving effect thereto, the LC Exposure not fully cash collateralized hereunder would exceed the LC SublimitCommitments of such Class. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section not later than 11:00 a.m., New York City time, 2.08 at least three (3) Business Days, or such shorter period as may be agreed by the Administrative Agent, Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the applicable Class of the contents thereof. Each notice delivered by the Borrower pursuant to this Section 2.08 shall be irrevocable; provided that a notice of termination or reduction of the Revolving Commitments delivered under this paragraph by the Borrower may state that such notice is conditioned upon the occurrence effectiveness of one other credit facilities, or more events specified thereinthe closing of a refinancing transaction, a sale of all or substantially all of the assets of the Borrower and its Subsidiaries or a Change of Control, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent Agent) on or prior to the specified effective date) date if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such Class. All fees in respect of the Revolving Commitments accrued until the effective date of any termination of the Revolving Commitments shall be paid on the effective date of such termination. (d) If after giving effect to any reduction or termination of Revolving Commitments under this Section 2.07, the LC Sublimit exceeds the Revolving Commitments at such time, the LC Sublimit shall be automatically reduced by the amount of such excess.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Tranche A Term Commitments and the Tranche B Term Loan Commitments shall automatically terminate at 5:00 p.m., New York City time, on the earlier to occur of (A) the Effective Date and (B) if the Effective Date shall not have occurred prior to the Outside Date, the Outside Date and (ii) the Revolving all other Commitments shall automatically terminate at 5:00 p.m., New York City time, on the Revolving earlier to occur of (A) the Maturity Date and (B) if the Effective Date shall not have occurred prior to the Outside Date, the Outside Date. (b) The Borrower may at any time terminate, or from time to time permanently reduce, the Revolving Facility Commitments of any Classand/or the Term Loan Commitments; provided that (i) each partial reduction of the Revolving Facility Commitments of any Class or the Term Loan Commitments, as applicable, shall be in an amount that is an integral multiple of $1,000,000 U.S.$1,000,000 and not less than $5,000,000U.S.$2,000,000 (or, if less, the remaining amount of the Revolving Facility Commitments or the Term Loan Commitments, as applicable) and (ii) the Borrower shall not terminate or reduce the Revolving Facility Commitments if, after giving effect to any concurrent prepayment of the Revolving Facility Loans in accordance with Section 2.102.11, the Aggregate Total Revolving Exposure Facility Credit Exposures would exceed the Aggregate total Revolving Commitment and (iii) the Borrower shall not terminate or reduce the LC Sublimit if, after giving effect thereto, the LC Exposure not fully cash collateralized hereunder would exceed the LC SublimitFacility Commitments. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Facility Commitments or the Term Loan Commitments under paragraph (b) of this Section not later than 11:00 a.m., New York City time, 2.08 at least three (3) Business Days, or such shorter period as may be agreed by the Administrative Agent, Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the applicable Class of the contents thereof. Each notice delivered by the Borrower pursuant to this Section 2.08 shall be irrevocable; provided that a notice of termination or reduction of the Revolving Facility Commitments or the Term Loan Commitments delivered under this paragraph by the Borrower may state that such notice is conditioned upon the occurrence effectiveness of one other credit facilities or more events other transactions specified therein, 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. Any termination or reduction of any of the Commitments of under any Class Facility shall be permanent. Each reduction of the Commitments of under any Class Facility shall be made ratably among the Lenders in accordance with their respective Commitments of under such Class. All fees in respect of the Revolving Commitments accrued until the effective date of any termination of the Revolving Commitments shall be paid on the effective date of such terminationFacility. (d) If after giving effect to any reduction or termination of Revolving Commitments under this Section 2.07, the LC Sublimit exceeds the Revolving Commitments at such time, the LC Sublimit shall be automatically reduced by the amount of such excess.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Tranche A Term Commitments and the Tranche B Term Revolving Facility Commitments shall automatically terminate at 5:00 p.m., New York City time, on the Effective Date and (ii) the Revolving Commitments shall automatically terminate on the Revolving Facility Maturity Date. The Term Loan Commitments (but not the Additional Term Loan Commitments) shall terminate upon the making of the Term Loans pursuant to Section 2.01. (b) The Borrower may at any time terminate, or from time to time permanently reduce, the Commitments of under any ClassFacility; provided that (i) each partial reduction of the Commitments of under any Class Facility shall be in an amount that is an integral multiple of $1,000,000 1 million and not less than $5,000,0005 million (or, if less, the remaining amount of any Revolving Facility Commitments) and (ii) the Borrower shall not terminate or reduce the Revolving Facility Commitments if, after giving effect to any concurrent prepayment of the Revolving Facility Loans in accordance with Section 2.102.11, the Aggregate Revolving Facility Credit Exposure would exceed the Aggregate total Revolving Commitment and (iii) the Borrower shall not terminate or reduce the LC Sublimit if, after giving effect thereto, the LC Exposure not fully cash collateralized hereunder would exceed the LC SublimitFacility Commitments. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Facility Commitments under paragraph (b) of this Section not later than 11:00 a.m., New York City time, at least three Business Days, or such shorter period as may be agreed by the Administrative Agent, Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the applicable Lenders of the applicable Class of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination or reduction of the Revolving Facility Commitments delivered under this paragraph by the Borrower may state that such notice is conditioned upon the occurrence effectiveness of one or more events specified thereinother 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. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of under any Class Facility shall be made ratably among the Lenders in accordance with their respective Commitments of under such Class. All fees Facility, except as provided in respect of the Revolving Commitments accrued until the effective date of any termination of the Revolving Commitments shall be paid on the effective date of such terminationSection 2.22. (d) If after giving effect to any reduction or termination of Revolving Commitments under this Section 2.07, the LC Sublimit exceeds the Revolving Commitments at such time, the LC Sublimit shall be automatically reduced by the amount of such excess.

Termination and Reduction of Commitments. (a) Unless previously terminatedThe Company shall have the right to terminate or reduce the Commitments at any time and from time to time at its option, provided that (i) the Tranche A Term Commitments Treasury Manager shall give five days' prior written notice of such termination or reduction to the Agent (with sufficient executed copies for each Bank) specifying the amount and the Tranche B Term Commitments shall automatically terminate at 5:00 p.m.effective date thereof, New York City time, on the Effective Date and (ii) the Revolving Commitments shall automatically terminate on the Revolving Maturity Date. (b) The Borrower may at any time terminate, or from time to time permanently reduce, the Commitments of any Class; provided that (i) each partial reduction of the Commitments of any Class shall be in an a minimum amount that is an of $5,000,000 and in integral multiple multiples of $1,000,000 and not less than $5,000,000, (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of all of the Revolving Loans Banks proportionately in accordance with Section 2.10the respective commitment amounts for each such Bank set forth in the signature pages hereof next to the name of each such Bank, the Aggregate Revolving Exposure would exceed the Aggregate Revolving Commitment and (iii) the Borrower shall not terminate or reduce the LC Sublimit if, after giving effect thereto, the LC Exposure not fully cash collateralized hereunder would exceed the LC Sublimit. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section not later than 11:00 a.m., New York City time, three Business Days, or such shorter period as may be agreed by the Administrative Agent, prior to the effective date of no such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of reduction shall be permitted with respect to any such notice, the Administrative Agent shall advise the Lenders portion of the applicable Class Commitments as to which a request for a Borrowing pursuant to Section 2.6 is then pending and (iv) the Commitments may not be terminated if any Advances are then outstanding and may not be reduced below the principal amount of the contents thereofAdvances then outstanding. Each notice delivered by the Borrower The Commitments or any portion thereof terminated or reduced pursuant to this Section 2.4(a), whether optional or mandatory, may not be reinstated. The Borrowers shall be irrevocable; provided that a notice of termination or reduction of immediately prepay the Revolving Commitments delivered under this paragraph may state that such notice is conditioned upon the occurrence of one or more events specified therein, in which case such notice may be revoked by the Borrower (by notice Loans to the Administrative Agent on or prior to extent they exceed the specified effective date) if such condition is not satisfied. Any termination or reduced aggregate Commitments pursuant hereto, and any reduction hereunder shall reduce the Commitment amount of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders each Bank proportionately in accordance with their the respective Commitments Commitment amounts for each such Bank set forth on the signature pages hereof next to the name of each such ClassBank. (b) For purposes of this Agreement, a Letter of Credit Advance (i) shall be deemed outstanding in an amount equal to the sum of the maximum amount available to be drawn under the related Letter of Credit on or after the date of determination and on or before the stated expiry date thereof plus the amount of any draws under such Letter of Credit that have not been reimbursed and (ii) shall be deemed outstanding at all times on and before such stated expiry date or such earlier date on which all amounts available to be drawn under such Letter of Credit have been fully drawn, and thereafter until all related reimbursement obligations have been paid. All fees Upon each payment made by the Agent in respect of any draft or other demand for payment under any Letter of Credit, the Revolving Commitments accrued until the effective date amount of any termination Letter of the Revolving Commitments shall be paid on the effective date of Credit Advance outstanding immediately prior to such termination. (d) If after giving effect to any reduction or termination of Revolving Commitments under this Section 2.07, the LC Sublimit exceeds the Revolving Commitments at such time, the LC Sublimit payment shall be automatically reduced by the amount of such excesseach Revolving Credit Loan deemed advanced in respect of the related reimbursement obligation of the Borrower.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Tranche A Term Commitments and the Tranche B Term Loan Commitments shall automatically terminate at 5:00 1:00 p.m., New York City time, on the Effective Date and last day of the Term Loan Commitment Period, (ii) the Domestic Revolving Commitments shall automatically terminate on the Domestic Revolving Maturity Date, (iii) the Global Revolving Commitments shall terminate on the Global Revolving Maturity Date and (iv) the Foreign Trade Commitments shall terminate on the Foreign Trade Maturity Date. (b) The Parent Borrower may at any time terminate, or from time to time permanently reduce, the Commitments of any Class; provided that (i) each partial reduction of the Commitments (other than Foreign Trade Commitments) of any Class shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,00010,000,000, (ii) the Parent Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.102.12, (A) the Aggregate Revolving Total Domestic Exposure would exceed the Aggregate total Domestic Revolving Commitment Commitments, (B) the Total Global Exposure would exceed the total Global Revolving Commitments or (C) the Total Foreign Trade Exposure would exceed the total Foreign Trade Commitments and (iii) the Borrower each reduction of Foreign Trade Commitments shall not terminate or reduce the LC Sublimit if, after giving effect thereto, the LC Exposure not fully cash collateralized hereunder would exceed the LC Sublimitbe made in accordance with Section 2.6(p). (c) The Parent Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section not later than 11:00 a.m.Section, New York City time, at least three Business Days, or such shorter period as may be agreed by the Administrative Agent, Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the applicable Class of the contents thereof. Each notice delivered by the Parent Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination or reduction of the Revolving Commitments delivered under this paragraph by the Parent Borrower may state that such notice is conditioned upon the occurrence effectiveness or closing of one other credit facilities, debt financings or more events specified thereinDispositions, in which case such notice may be revoked by the Parent Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such Class. All fees in respect of the Revolving Commitments accrued until the effective date of any termination of the Revolving Commitments shall be paid on the effective date of such termination. (d) If after giving effect to any reduction or termination of Revolving Commitments under this Section 2.07, the LC Sublimit exceeds the Revolving Commitments at such time, the LC Sublimit shall be automatically reduced by the amount of such excess.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Tranche Term A Term Commitments and the Tranche B Term Commitments shall automatically terminate at 5:00 p.m., New York City time, on the Effective Date and (ii) all the Revolving Commitments shall automatically terminate on the Revolving Credit Maturity Date. (b) The Borrower may at any time terminate, without premium or penalty terminate the Revolving Commitments upon the Payment in Full of the Secured Obligations. (c) The Borrower may from time to time permanently reduce, without premium or penalty reduce the Commitments of any ClassRevolving Commitments; provided that (i) each partial reduction of the Revolving Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 500,000 and not less than $5,000,000, 500,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.102.11, the Aggregate Revolving Exposure would exceed the Aggregate aggregate Revolving Commitments, provided that the Borrower may not reduce the Revolving Commitment and (iii) below $5,000,000 without terminating the Borrower shall not terminate or reduce the LC Sublimit if, after giving effect thereto, the LC Exposure not fully cash collateralized hereunder would exceed the LC Sublimitentire Revolving Commitment. (cd) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under paragraph (b) or (c) of this Section not later than 11:00 a.m., New York City time, at least three (3) Business Days, or such shorter period as may be agreed by the Administrative Agent, Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the applicable Class of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination or reduction of the Revolving Commitments delivered under this paragraph by the Borrower may state that such notice is conditioned upon the occurrence or non-occurrence of one any event specified therein (including the consummation of an acquisition, sale or more events specified thereinother similar transaction, or the receipt of proceeds from the incurrence or issuance of Indebtedness or Equity Interests or 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. Any termination or reduction of the Revolving Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such Class. All fees in respect of the Revolving Commitments accrued until the effective date of any termination of the Revolving Commitments shall be paid on the effective date of such terminationCommitments. (d) If after giving effect to any reduction or termination of Revolving Commitments under this Section 2.07, the LC Sublimit exceeds the Revolving Commitments at such time, the LC Sublimit shall be automatically reduced by the amount of such excess.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Tranche A Term Commitments and the Tranche B Term Loan Commitments shall automatically terminate at 5:00 p.m., New York City time, on the Effective Closing Date and (ii) the all Revolving Commitments shall automatically terminate on the Revolving Credit Maturity Date. (b) The Borrower Borrowers may at any time terminate, or from time to time permanently reduce, the Commitments of any Class; provided that (i) each partial reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,0001,000,000, (or, if less, the remaining amount of such Commitments) and (ii) the Borrower Borrowers shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.102.09, the Aggregate total Revolving Exposure Credit Exposures would exceed the Aggregate total Revolving Commitment and (iii) the Borrower shall not terminate or reduce the LC Sublimit if, after giving effect thereto, the LC Exposure not fully cash collateralized hereunder would exceed the LC SublimitCommitments. (c) The Borrower Holdings shall notify the Administrative Agent by telephone (confirmed by telecopy or transmission by electronic communication in accordance with Section 9.01(b)) of any election to terminate or reduce the Commitments under paragraph clause (b) of this Section 2.07 not later than 11:00 a.m., New York City time, 12:00 p.m. three (3) Business Days, or such shorter period as may be agreed by the Administrative Agent, Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the applicable Lenders of the applicable Class of the contents thereof. Each notice delivered by the Borrower Holdings pursuant to this Section 2.07 shall be irrevocable; provided that a notice of termination or reduction of the Revolving Commitments delivered under this paragraph by Holdings may state that such notice is conditioned upon the effectiveness of other credit facilities or instruments of Indebtedness or the occurrence of one or more events any other specified thereinevent, in which case such notice may be revoked by the Borrower Holdings (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each Subject to Section 2.19(d), each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such Class. All fees in respect of the Revolving Commitments accrued until the effective date of any termination of the Revolving Commitments shall be paid on the effective date of such termination. (d) If after giving effect to any reduction or termination of Revolving Commitments under this Section 2.07, the LC Sublimit exceeds the Revolving Commitments at such time, the LC Sublimit shall be automatically reduced by the amount of such excess.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Tranche A Term Commitments and the Tranche B Term Commitments shall automatically terminate at 5:00 p.m., New York City time, on the Effective Date and (ii) the Revolving Commitments shall automatically terminate on the Revolving Maturity Date. (b) The Borrower FCX may at any time terminate, or from time to time permanently reduce, the Commitments of any Class; provided that (i) each partial reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000, (ii) the Borrower FCX shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans and provision of cash collateral, in each case in accordance with Section 2.102.10(b), the Aggregate aggregate Revolving Exposures (excluding the LC Exposure with respect to which cash collateral has been provided in accordance with Section 2.10(b)) would exceed the Aggregate total Revolving Commitment Commitments, and (iii) the Borrower FCX shall not terminate or reduce the LC Sublimit if, after giving effect thereto, Revolving Commitments unless it has obtained the LC Exposure not fully cash collateralized hereunder would exceed prior approval required therefor under Section 6.11(b) of the LC SublimitParent Credit Agreement. (c) The Borrower FCX shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section not later than 11:00 a.m.Section, New York City time, at least three Business Days, or such shorter period as may be agreed by the Administrative Agent, Days prior to the effective date of such termination or reduction, specifying such election or reduction and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the applicable Class of the contents thereof. Each notice delivered by the Borrower FCX pursuant to this Section shall be irrevocable; provided that a notice of termination or reduction of the Revolving Commitments delivered under this paragraph by FCX may state that such notice is conditioned upon the occurrence effectiveness of one other financings or more events specified thereinof asset dispositions, in which case such notice may be revoked by the Borrower FCX (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with the amounts of their respective Commitments of such Class. All fees in respect of the Revolving Commitments accrued until the effective date of any termination of the Revolving Commitments shall be paid on the effective date of such termination. (d) If after giving effect to any reduction or termination of Revolving Commitments under this Section 2.07, the LC Sublimit exceeds the Revolving Commitments at such time, the LC Sublimit shall be automatically reduced by the amount of such excess.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Tranche A Closing Date Term Commitments and Loan Commitment shall terminate on the Tranche B Effective Date immediately after the funding of the Closing Date Term Commitments shall automatically terminate at 5:00 p.m., New York City time, Loans on the Effective Date and (ii) the Revolving Commitments shall automatically terminate on the Revolving Maturity Date. (b) The Borrower may at any time terminate, or from time to time permanently reduce, the Commitments of any ClassRevolving Commitments; provided that (i) each partial reduction of the Revolving Commitments of any Class shall be in an amount that is (x) an integral multiple of $1,000,000 250,000 and not less than $5,000,000, 500,000 or (y) such lesser amount constituting the remaining undrawn Revolving Commitments and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.102.11, the Aggregate sum of the total Revolving Exposure Credit Exposures of all Revolving Lenders would exceed the Aggregate total Revolving Commitment and (iii) the Borrower shall not terminate or reduce the LC Sublimit if, after giving effect thereto, the LC Exposure not fully cash collateralized hereunder would exceed the LC SublimitCommitments. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under paragraph (b) of this Section not later than 11:00 a.m., New York City time, 2.09 at least three (3) Business Days, or such shorter period as may be agreed by the Administrative Agent, Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the applicable Class of the contents thereof. Each notice delivered by the Borrower pursuant to this Section 2.09 shall be irrevocable; provided that a notice of termination or reduction of the Revolving Commitments delivered under this paragraph by the Borrower may state that such notice is conditioned upon the occurrence effectiveness of one other credit facilities or more events specified thereintransactions, in which case such notice may be revoked or extended by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Revolving Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such Class. All fees in respect of the Revolving Commitments accrued until the effective date of any termination of the Revolving Commitments shall be paid on the effective date of such terminationCommitments. (d) If after giving effect to any reduction or termination of Revolving Commitments under this Section 2.07, the LC Sublimit exceeds the Revolving Commitments at such time, the LC Sublimit shall be automatically reduced by the amount of such excess.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Tranche A Term Commitments and the Tranche B Term Commitments shall automatically terminate at 5:00 p.m., New York City time, on the Effective Date and (ii) the Revolving Commitments shall automatically terminate on the Revolving Maturity Datelast day of the Availability Period. (b) The Borrower may at any time terminate, or from time to time permanently reduce, the Commitments of any Class; Commitments, provided that (i) the Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment or repayment of the Revolving Loans and the Swingline Loans in accordance with Section 2.7, the sum of the Revolving Exposures of all Revolving Lenders would exceed the aggregate Commitments, (ii) each partial such reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 2,500,000 and not less than $5,000,000, (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.10, the Aggregate Revolving Exposure would exceed the Aggregate Revolving Commitment and (iii) any reduction of the Commitments to an amount below the Swingline Sublimit shall automatically reduce the Swingline Sublimit on a Dollar for Dollar basis. If at any time, as a result of such a partial reduction or termination as provided in Section 2.5(a), the Revolving Exposure of all Lenders would exceed the aggregate Commitments, then the Borrower shall not terminate on the date of such reduction or reduce the LC Sublimit iftermination of Commitments, after giving effect thereto, the LC Exposure not fully cash collateralized hereunder would exceed the LC Sublimitrepay or prepay Revolving Borrowings or Swingline Loans (or a combination thereof) in an aggregate amount equal to such excess. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) or (c) of this Section not later than 11:00 a.m., New York City time, at least three (3) Business Days, Days (or such shorter period as may be agreed by the Administrative Agent, Agent may agree) prior to the effective date of such repayment, termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Revolving Lenders of the applicable Class of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; , provided that a notice of termination or reduction of the Revolving Commitments delivered under this paragraph may state that such notice is conditioned upon the occurrence effectiveness of one other credit facilities or more events specified thereintransactions, in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfiedsatisfied subject to the Borrower’s obligation to indemnify the Lenders pursuant to Section 3.5. Any termination or Each reduction, and any termination, of the Commitments shall be permanent and each reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Revolving Lenders in accordance with their respective Commitments of such Class. All fees in respect of the Revolving Commitments accrued until the effective date of any termination of the Revolving Commitments shall be paid on the effective date of such terminationCommitments. (d) If after giving effect to any reduction or termination of Revolving Commitments under this Section 2.07, the LC Sublimit exceeds the Revolving Commitments at such time, the LC Sublimit shall be automatically reduced by the amount of such excess.

Termination and Reduction of Commitments. (a) Unless previously terminated, The Commitments and the LC Commitments shall be automatically terminated on the earlier of (i) the Tranche A Term Commitments and the Tranche B Term Commitments shall automatically terminate at 5:00 p.m., New York City time, on the Effective Maturity Date and (ii) the Revolving Commitments shall automatically terminate on the Revolving Maturity Change in Control Date. (b) The Upon at least three Business Days' prior irrevocable written notice to the Administrative Agent, the Borrower may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Commitments of any ClassTotal Commitment or the Total LC Commitment; provided provided, however, that (i) each partial reduction of the Commitments of any Class Total Commitment or the Total LC Commitment, as the case may be, shall be in an amount that is an integral multiple of $1,000,000 and not less than in a minimum principal amount of $5,000,000, ; (ii) the Borrower no such termination or reduction shall not terminate or be made which would reduce the Revolving Commitments if, after giving effect Total Commitment to any concurrent prepayment an amount less than the sum of the Revolving aggregate outstanding principal amount of the Loans in accordance with Section 2.10and the LC Exposure, (iii) no such termination or reduction shall be made which would reduce the Aggregate Revolving Exposure would exceed Total Commitment below the Aggregate Revolving Total LC Commitment and (iiiiv) the Borrower no such termination or reduction shall not terminate or be made which would reduce the Total LC Sublimit if, after giving effect thereto, Commitment below the LC Exposure not fully cash collateralized hereunder would exceed the LC SublimitExposure. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section not later than 11:00 a.m., New York City time, three Business Days, or such shorter period as may be agreed by the Administrative Agent, prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the applicable Class of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination or reduction of the Revolving Commitments delivered under this paragraph may state that such notice is conditioned upon the occurrence of one or more events specified therein, 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. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of in the Commitments of any Class Total Commitment or the Total LC Commitment hereunder shall be made ratably among the Lenders in accordance with their respective Commitments of such Classor LC Commitments, as applicable. All fees in respect The Borrower shall pay to the Administrative Agent for the account of the Revolving Commitments accrued until Lenders, on the effective date of any each termination or reduction hereunder, the Facility Fee on the amount of the Revolving Commitments shall be paid on so terminated or reduced accrued through the effective date of such terminationtermination or reduction. (d) If after giving effect to any reduction or termination of Revolving Commitments under this Section 2.07, the LC Sublimit exceeds the Revolving Commitments at such time, the LC Sublimit shall be automatically reduced by the amount of such excess.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Tranche A Term Commitments and the Tranche B Term Commitments Total Commitment shall automatically terminate at 5:00 p.m., New York City time, on the Effective Date and (ii) the Revolving Commitments shall automatically terminate on the Revolving Maturity Date. (b) The Borrower Company may at any time terminate, or from time to time permanently reduce, the Commitments Total Commitment or the Letter of any ClassCredit Commitments, in whole or in part; provided that (i) each partial reduction of the Total Commitment or the Letter of Credit Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000, (ii) the Borrower Company shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.102.11, the Aggregate Revolving Exposure total Credit Exposures would exceed the Aggregate Revolving Total Commitment and (iii) the Borrower Company shall not terminate or reduce the LC Sublimit Letter of Credit Commitments if, after giving effect theretoto such a termination or reduction (A) the total LC Exposure would exceed the total LC Commitments, as so reduced or (B) the LC Exposure not fully cash collateralized hereunder of any Issuing Bank would exceed the LC Sublimitits Letter of Credit Commitment. (c) The Borrower Company shall notify the Administrative Agent of any election to terminate or reduce the Total Commitment or the Letter of Credit Commitments under paragraph (bSection 2.09(b) of this Section not later than 11:00 a.m., New York City time, at least three Business Days, or such shorter period as may be agreed by the Administrative Agent, Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the applicable Class of the contents thereof. Each notice delivered by the Borrower Company pursuant to this Section 2.09 shall be irrevocable; provided that a notice of termination or reduction of the Revolving Total Commitment or the Letter of Credit Commitments delivered under this paragraph by the Company may state that such notice is conditioned upon the occurrence effectiveness of one other credit facilities or more events specified thereinother event, in which case such notice may be revoked by the Borrower Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Total Commitment or the Letter of Credit Commitments of any Class shall be permanent. Each Except as expressly provided in Section 2.21, each reduction of the Commitments of any Class Total Commitment shall be made ratably among the Lenders in accordance with their respective Commitments Applicable Percentages and the Letter of such Class. All fees in respect of the Revolving Commitments accrued until the effective date of any termination of the Revolving Commitments shall be paid on the effective date of such termination.Credit Commitments (d) If after giving effect to any reduction or termination of Revolving Commitments under this Section 2.07, The Total Commitment shall automatically terminate on the LC Sublimit exceeds the Revolving Commitments at such time, the LC Sublimit shall be automatically reduced by the amount of such excessdate a Change in Control occurs.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Tranche A Initial Term Commitments and the Tranche B Term Loan Commitments shall automatically terminate at 5:00 p.m., New York City time, upon the making of the Initial Term Loans on the Effective Closing Date and (ii) the Revolving Credit Commitments shall automatically terminate on the Revolving Credit Maturity Date. (b) The Upon delivering the notice required by Section 2.09(d), the Lead Borrower may at any time terminateterminate the Revolving Credit Commitments upon (i) the payment in full in Cash of all outstanding Revolving Loans, together with accrued and unpaid interest thereon, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each outstanding Letter of Credit, the furnishing to the Administrative Agent of a Cash deposit (or, if reasonably satisfactory to the applicable Issuing Bank, a backup standby letter of credit) equal to 100% of the LC Exposure (minus the amount then on deposit in the LC Collateral Account) as of such date), (iii) the payment in full in Cash of all Ancillary Outstandings or, alternatively the furnishing to the relevant Ancillary Lender of a Cash deposit equal to 100% of the Ancillary Outstandings as of such date, in each case, together with accrued and unpaid interest, fees and reimbursement expenses in respect thereof and (iv) the payment in full of all accrued and unpaid fees and all reimbursable expenses and other non-contingent Obligations with respect to the Revolving Facility then due, together with accrued and unpaid interest (if any) thereon. (c) Upon delivering the notice required by Section 2.09(d), the Lead Borrower may from time to time permanently reduce, reduce the Commitments of any ClassRevolving Credit Commitments; provided that (i) each partial reduction of the Revolving Credit Commitments of any Class shall be in an amount that is an integral multiple of the Dollar Equivalent of $1,000,000 and not less than the Dollar Equivalent of $5,000,000, 1,000,000 and (ii) the Lead Borrower shall not terminate or reduce the Revolving Credit Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.102.10 or Section 2.11, the Aggregate Revolving Credit Exposure would exceed the Aggregate Total Revolving Commitment and (iii) the Borrower shall not terminate or reduce the LC Sublimit if, after giving effect thereto, the LC Exposure not fully cash collateralized hereunder would exceed the LC SublimitCredit Commitment. (cd) The Lead Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Credit Commitments under paragraph (b) or (c) of this Section not later than 11:00 a.m., New York City time, 2.09 in writing at least three Business Days, or such shorter period as may be agreed by the Administrative Agent, Days prior to the effective date of such termination or reductionreduction (or such later date to which the Administrative Agent may agree), specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Revolving Lenders of the applicable Class of the contents thereof. Each notice delivered by the Lead Borrower pursuant to this Section 2.09 shall be irrevocable; provided that a notice of termination or reduction of the Revolving Credit Commitments delivered under this paragraph by the Lead Borrower may state that such notice is conditioned upon the occurrence effectiveness of one or more events specified thereinother transactions, in which case such notice may be revoked by the Lead Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Revolving Credit Commitments of any Class pursuant to this Section 2.09 shall be permanent. Each Upon any reduction of the Commitments Revolving Credit Commitments, the Revolving Credit Commitment of any Class each Revolving Lender shall be made ratably among the Lenders in accordance with their respective Commitments reduced by such Revolving Lender’s Applicable Percentage of such Class. All fees in respect of the Revolving Commitments accrued until the effective date of any termination of the Revolving Commitments shall be paid on the effective date of such terminationreduction amount. (d) If after giving effect to any reduction or termination of Revolving Commitments under this Section 2.07, the LC Sublimit exceeds the Revolving Commitments at such time, the LC Sublimit shall be automatically reduced by the amount of such excess.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Tranche A 2015 Term Commitments and the Tranche B Loan Commitment of each 2015 Term Commitments Lender shall automatically and permanently terminate at 5:00 p.m.PM, New York City time, on the Effective Closing Date and (after giving effect to the incurrence of 2015 Term Loans on such date) and, (ii) the Revolving Commitments Incremental Term B-1 Commitment of each Incremental Term B-1 Lender shall automatically and permanently terminate at 5:00 PM, New York City time, on the Revolving Maturity DateAmendment No. 1 Effective Date (after giving effect to the incurrence of Incremental Term B-1 Loans on such date). and (iii) the Second Amendment Refinancing Commitment of each Second Amendment Refinancing Term Lender shall automatically and permanently terminate at 5:00 PM, New York City time, on the Amendment No. 2 Effective Date (after giving effect to the incurrence of Second Amendment Refinancing Term Loans on such date). (b) The Applicable Borrower may at any time terminate, or from time to time permanently reduce, the Commitments of any Class; provided that (i) each partial reduction of the such Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 5,000,000 and not less than $5,000,000, (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.10, the Aggregate Revolving Exposure would exceed the Aggregate Revolving Commitment and (iii) the Borrower shall not terminate or reduce the LC Sublimit if, after giving effect thereto, the LC Exposure not fully cash collateralized hereunder would exceed the LC Sublimit10,000,000. (c) The Applicable Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments of any Class under paragraph (b) of this Section not later than 11:00 a.m., New York City time, 2.06 at least three (3) Business Days, or such shorter period as may be agreed by the Administrative Agent, Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the applicable Class of the contents thereof. Each notice delivered by the Applicable Borrower pursuant to this Section 2.06 shall be irrevocable; provided that a notice of termination or reduction of the Revolving Commitments of any Class delivered under this paragraph by the Applicable Borrower may state that such notice is conditioned upon the occurrence effectiveness of other credit facilities or one or more other events specified therein, in which case such notice may be revoked by the Applicable Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the applicable Lenders in accordance with their respective Commitments of such Class. All fees in respect of the Revolving Commitments accrued until the effective date of any termination of the Revolving Commitments shall be paid on the effective date of such termination. (d) If after giving effect to any reduction or termination of Revolving Commitments under this Section 2.07, the LC Sublimit exceeds the Revolving Commitments at such time, the LC Sublimit shall be automatically reduced by the amount of such excess.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Tranche A Term Commitments and the Tranche The Revolving B Term Commitments shall automatically terminate at 5:00 p.m., New York City time, on the Effective Date and (ii) the Revolving Credit Commitments shall automatically terminate on the Revolving B Maturity Date, the Revolving C Credit Commitments shall automatically terminate on the Revolving C Maturity Date and the Term Loan Commitments (other than any Incremental Term Loan Commitments, which shall terminate as provided in the related Incremental Term Loan Assumption Agreement) shall automatically terminate upon the making of the Term Loans on the Restatement Date. The Swingline Commitment shall automatically terminate on the Revolving C Maturity Date. The L/C Commitment shall automatically terminate on the earlier to occur of (i) the termination of the Revolving Credit Commitments and (ii) the date 30 days prior to the Revolving C Maturity Date. (b) The Upon at least three Business Days’ prior irrevocable written or fax notice to the Administrative Agent, the Borrower may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Commitments of any ClassRevolving Credit Commitments; provided provided, however, that (i) each partial reduction of the Revolving Credit Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 and not less than in a minimum amount of $5,000,000, 5,000,000 and (ii) the Borrower Total Revolving Credit Commitment shall not terminate or reduce the Revolving Commitments if, after giving effect be reduced to any concurrent prepayment of the Revolving Loans in accordance with Section 2.10, an amount that is less than the Aggregate Revolving Credit Exposure would exceed at the Aggregate Revolving Commitment time. The Administrative Agent shall promptly advise the Lenders of any notice given (and (iiithe contents thereof) pursuant to this Section 2.09. Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of termination under this Section 2.09 if such termination would have resulted from a refinancing of all of the relevant Loans, which refinancing shall not terminate be consummated or reduce the LC Sublimit if, after giving effect thereto, the LC Exposure not fully cash collateralized hereunder would exceed the LC Sublimitshall otherwise be delayed. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section not later than 11:00 a.m., New York City time, three Business Days, or such shorter period as may be agreed by the Administrative Agent, prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the applicable Class of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination or reduction of in the Revolving Credit Commitments delivered under this paragraph may state that such notice is conditioned upon the occurrence of one or more events specified therein, 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. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments; provided that until the Revolving B Maturity Date, any such reduction of any Revolving Credit Commitments of such Classhereunder shall be allocated ratably to the Revolving B Lenders and the Revolving C Lenders in accordance with their respective Pro Rata Percentages. All fees in respect The Borrower shall pay to the Administrative Agent for the account of the Revolving Commitments accrued until applicable Lenders, on the effective date of any each termination or reduction, the Commitment Fees on the amount of the Revolving Commitments shall be paid on so terminated or reduced accrued to but excluding the effective date of such terminationtermination or reduction. (d) If after giving effect to any reduction or termination of Revolving Commitments under this Section 2.07, the LC Sublimit exceeds the Revolving Commitments at such time, the LC Sublimit shall be automatically reduced by the amount of such excess.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Tranche A Initial Term Commitments and the Tranche B Term Loan Commitments shall automatically terminate at 5:00 p.m., New York City time, upon the making of the Initial Term Loans on the Effective Closing Date and (ii) the Revolving Credit Commitments shall automatically terminate on the Revolving Credit Maturity Date. (b) The Upon delivering the notice required by Section 2.09(d), the Borrower may at any time terminateterminate the Revolving Credit Commitments upon (i) the payment in full in Cash of all outstanding Revolving Loans, together with accrued and unpaid interest thereon, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each outstanding Letter of Credit, the furnishing to the Administrative Agent of a Cash deposit (or, if reasonably satisfactory to the applicable Issuing Bank, a backup standby letter of credit) equal to 103% of the LC Exposure (minus the amount then on deposit in the LC Collateral Account) as of such date) and (iii) the payment in full of all accrued and unpaid fees and all reimbursable expenses and other non-contingent Obligations with respect to the Revolving Facility then due, together with accrued and unpaid interest (if any) thereon. (c) Upon delivering the notice required by Section 2.09(d), the Borrower may from time to time permanently reduce, reduce the Commitments of any ClassRevolving Credit Commitments; provided that (i) each partial reduction of the Revolving Credit Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000, 1,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Credit Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.102.10 or Section 2.11, the Aggregate Revolving Credit Exposure would exceed the Aggregate Total Revolving Commitment and (iii) the Borrower shall not terminate or reduce the LC Sublimit if, after giving effect thereto, the LC Exposure not fully cash collateralized hereunder would exceed the LC SublimitCredit Commitment. (cd) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Credit Commitments under paragraph paragraphs (b) or (c) of this Section not later than 11:00 a.m., New York City time, at least three Business Days, or such shorter period as may be agreed by the Administrative Agent, Days prior to the effective date of such termination or reductionreduction (or such later date to which the Administrative Agent may agree), specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Revolving Lenders of the applicable Class of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination or reduction of the Revolving Credit Commitments delivered under this paragraph by the Borrower may state that such notice is conditioned upon the occurrence effectiveness of one or more events specified thereinother transactions, 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. Any termination or reduction of the Revolving Credit Commitments of any Class pursuant to this Section 2.09 shall be permanent. Each Upon any reduction of the Commitments Revolving Credit Commitments, the Revolving Credit Commitment of any Class each Revolving Lender shall be made ratably among the Lenders in accordance with their respective Commitments reduced by such Revolving Lender’s Applicable Percentage of such Class. All fees in respect of the Revolving Commitments accrued until the effective date of any termination of the Revolving Commitments shall be paid on the effective date of such terminationreduction amount. (d) If after giving effect to any reduction or termination of Revolving Commitments under this Section 2.07, the LC Sublimit exceeds the Revolving Commitments at such time, the LC Sublimit shall be automatically reduced by the amount of such excess.

Termination and Reduction of Commitments. (a) Unless previously terminatedterminated in accordance with the terms hereof, (i) the Tranche A Term Commitments and the Tranche B Term Loan Commitments shall automatically terminate at 5:00 p.m., New York City time, on the Effective Date and (ii) the Revolving Commitments and the LC Commitment shall automatically terminate on the Revolving Maturity Date. (b) The In the event and on such occasion that any Net Cash Proceeds are received by or on behalf of Parent, any Borrower or any Subsidiary in respect of any Reduction Event, the Term Loans shall be prepaid on the third Business Day following the occurrence of such Reduction Event by an amount equal to (i) if such Reduction Event is an event described in clause (a), (b), (c) or (e) of the definition of the term "Reduction Event", 100% of the Net Cash Proceeds received with respect to such Reduction Event and (ii) if such Reduction Event is an event described in clause (d) or (f) of the definition of the term "Reduction Event", 50% of the Net Cash Proceeds received with respect to such Reduction Event, and, to the extent the amount of any prepayment required pursuant to clause (i) or (ii) above exceeds the aggregate amount of (A) Term Loans then outstanding, the Revolving Loans shall be prepaid (but no reduction in the Revolving Commitments shall be required) and (B) Term Loans and Revolving Loans then outstanding, the Letters of Credit shall be cash collateralized in accordance with the terms of Section 2.04(g), in each case, on the third Business Day following the occurrence of such Reduction Event by an amount equal to such excess, provided that any Net Cash Proceeds from an Asset Sale that is a Reduction Event shall not be applied to prepay Term Loans and, if applicable, to prepay Revolving Loans and cash collateralize Letters of Credit, in accordance with this Section 2.07(b) until the aggregate amount of Net Cash Proceeds not yet applied in accordance with this Section 2.07(b) exceeds $1,000,000, at which time all such Net Cash Proceeds shall be so applied. Notwithstanding the foregoing, (x) in the case of any event described in clause (a) of the definition of the term "Reduction Event" that, when combined with all other such events occurring in any 12-month period, results in aggregate Net Cash Proceeds of not more than $5,000,000 for such 12-month period, if the Borrower applies the Net Cash Proceeds from such event (or a portion thereof) within 270 days after receipt of such Net Cash Proceeds to acquire Reinvestment Assets, then no prepayment of Term Loans and, if applicable, prepayment of Revolving Loans and cash collateralization of Letters of Credit, shall be required pursuant to this Section 2.07(b) in respect of such amount except to the extent of any such Net Cash Proceeds therefrom that have not been so applied by the end of such 270-day period, at which time a prepayment of Term Loans and, if applicable, prepayment of Revolving Loans (but no reduction in the Revolving Commitments shall be required) and cash collateralization of Letters of Credit, shall be required in an amount equal to such Net Cash Proceeds that have not been so applied, provided that Parent shall deliver to the Administrative Agent a certificate of a Financial Officer promptly (and in any event within two Business Days) following receipt of any Net Cash Proceeds of an Asset Sale that is a Reduction Event for which a prepayment of Term Loans and, if applicable, prepayment of Revolving Loans and cash collateralization of Letters of Credit, is required pursuant to this Section 2.07(b) setting forth a reasonably detailed calculation of the amount of such Net Cash Proceeds, (y) in the case of any event described in clause (b) of the definition of the term "Reduction Event" which exceeds the dollar thresholds set forth therein, if the Borrower applies the Net Cash Proceeds from such event (or a portion thereof) within 270 days after receipt of such Net Cash Proceeds to acquire Reinvestment Assets, then no prepayment of Term Loans and, if applicable, prepayment of Revolving Loans and cash collateralization of Letters of Credit, shall be required pursuant to this Section 2.07(b) in respect of such amount except to the extent of any such Net Cash Proceeds therefrom that have not been so applied by the end of such 270-day period, at which time a prepayment of Term Loans and, if applicable, prepayment of Revolving Loans (but no reduction in the Revolving Commitments shall be required) and cash collateralization of Letters of Credit, shall be required in an amount equal to such excess Net Cash Proceeds that have not been so applied, provided that Parent shall deliver to the Administrative Agent a certificate of a Financial Officer promptly (and in any event within two Business Days) following receipt of any Net Cash Proceeds of any such Reduction Event for which a prepayment of Term Loans and, if applicable, prepayment of Revolving Loans and cash collateralization of Letters of Credit, is required pursuant to this Section 2.07(b) setting forth a reasonably detailed calculation of the amount of such Net Cash Proceeds and (z) in the case of any event described in clause (d) of the definition of the term "Reduction Event", no prepayment of Term Loans or prepayment of Revolving Loans or cash collateralization of Letters of Credit shall be required pursuant to this Section 2.07(b) except to the extent that such Reduction Event, when combined with all other such events, occurring after the Effective Date, results in aggregate Net Cash Proceeds in excess of $100,000,000 and then a prepayment of Term Loans and, if applicable, prepayment of Revolving Loans (but no reduction in the Revolving Commitments shall be required) and cash collateralization of Letters of Credit, shall be required pursuant to this Section 2.07(b) only to the extent of such excess, provided that Parent shall deliver to the Administrative Agent a certificate of a Financial Officer promptly (and in any event within two Business Days) following receipt of any Net Cash Proceeds of an equity issuance or capital contribution that is a Reduction Event for which a prepayment of Term Loans and, if applicable, prepayment of Revolving Loans and cash collateralization of Letters of Credit, is required pursuant to this Section 2.07(b) setting forth a reasonably detailed calculation of the amount of such Net Cash Proceeds. (c) Following the end of each fiscal year of the Borrowers commencing with the fiscal year ending December 28, 2005, the Term Loans shall be prepaid in an aggregate amount equal to 50% of Excess Cash Flow for such fiscal year and, to the extent the amount of such required prepayment exceeds the aggregate amount of (i) Term Loans then outstanding, the Revolving Loans shall be prepaid (but no reduction in the Revolving Commitments shall be required) and (ii) Term Loans and Revolving Loans then outstanding, the Letters of Credit shall be cash collateralized in accordance with the terms of Section 2.04(g), in each case, by an amount equal to such excess for such fiscal year. Prepayments of Term Loans and, if applicable, prepayments of Revolving Loans and cash collateralizations of Letters of Credit pursuant to this paragraph shall be made on the date on which financial statements are delivered pursuant to Section 5.04 with respect to the fiscal year for which Excess Cash Flow is being calculated (and in any event no later than 90 days after the end of such fiscal year). (d) Subject to adjustment pursuant to paragraph (e), the Term Loans shall be repaid (i) on the last Business Day of each month set forth below in an aggregate amount equal to the amount set forth opposite such month or (ii) in the case of the Term Loan Maturity Date, as to the outstanding principal balance thereof, on the Term Loan Maturity Date: Date Amount ---- ------ March 2005 $ 562,000 June 2005 $ 562,000 September 2005 $ 562,000 December 2005 $ 562,000 March 2006 $ 562,000 June 2006 $ 562,000 September 2006 $ 562,000 December 2006 $ 562,000 March 2007 $ 562,000 June 2007 $ 562,000 September 2007 $ 562,000 December 2007 $ 562,000 March 2008 $ 562,000 June 2008 $ 562,000 September 2008 $ 562,000 December 2008 $ 562,000 March 2009 $ 562,000 June 2009 $ 562,000 Term Loan Maturity Date $214,884,000 (e) Any prepayments of the Term Loans pursuant to Section 2.07(b) or 2.07(c) shall be applied to reduce the scheduled repayments of Term Loans to be made pursuant to paragraph (d) ratably. (f) Upon at least three Business Days' prior irrevocable written or telecopy notice to the Administrative Agent, the Borrowers may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Commitments of any ClassRevolving Commitments; provided provided, however, that (i) each partial reduction of the Revolving Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 and not less than in a minimum amount of $5,000,000, 5,000,000 and (ii) the Borrower Total Revolving Commitment shall not terminate or reduce be reduced to an amount that is less than the Aggregate Credit Exposure at the time. (g) Each reduction in the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.10, the Aggregate Revolving Exposure would exceed the Aggregate Revolving Commitment and (iii) the Borrower shall not terminate or reduce the LC Sublimit if, after giving effect thereto, the LC Exposure not fully cash collateralized hereunder would exceed the LC Sublimit. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section not later than 11:00 a.m., New York City time, three Business Days, or such shorter period as may be agreed by the Administrative Agent, prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the applicable Class of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination or reduction of the Revolving Commitments delivered under this paragraph may state that such notice is conditioned upon the occurrence of one or more events specified therein, 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. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such Class. All fees in respect of the Revolving Commitments accrued until the effective date of any termination of the Revolving Commitments shall be paid on the effective date of such terminationCommitments. (d) If after giving effect to any reduction or termination of Revolving Commitments under this Section 2.07, the LC Sublimit exceeds the Revolving Commitments at such time, the LC Sublimit shall be automatically reduced by the amount of such excess.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Tranche A Term Commitments and the Tranche B Term Commitments shall automatically terminate at 5:00 p.m., New York City time, on the Effective Date and (ii) the Revolving Commitments shall automatically terminate on the Revolving Maturity Date. (b) The Borrower may XXX xxx at any time terminate, or from time to time permanently reduce, the Commitments of any ClassCommitments; provided that (i) each partial reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000, 5,000,000 and (ii) the Borrower WIL shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.102.07, the Aggregate Revolving Exposure Credit Exposures would exceed the Aggregate Revolving Commitment and (iii) the Borrower shall not terminate or reduce the LC Sublimit if, after giving effect thereto, the LC Exposure not fully cash collateralized hereunder would exceed the LC Sublimittotal Commitments. (c) The Borrower WIL shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section not later than 11:00 a.m., New York City time, at least three Business Days, or such shorter period as may be agreed by the Administrative Agent, Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the applicable Class of the contents thereof. Each notice delivered by the Borrower WIL pursuant to this Section shall be irrevocable; provided that a notice of termination or reduction of the Revolving Commitments delivered under this paragraph may by XXX xxx state that such notice is conditioned upon the occurrence effectiveness of one or more events specified thereinother credit facilities, in which case such notice may be revoked by the Borrower WIL (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments Commitments, and each such reduction of each such Lender’s Commitment shall be applied to the reduction of such Class. All fees Lender’s commitment to make Loans and acquire LC Exposure in respect of the Revolving Commitments accrued until the effective date of any termination of the Revolving Commitments shall be paid on the effective date of same proportion as each such terminationcommitment bears to such Lender’s total Commitment immediately prior to such reduction. (d) If after giving effect to any reduction or termination of Revolving Commitments under this Section 2.07, the LC Sublimit exceeds the Revolving Commitments at such time, the LC Sublimit shall be automatically reduced by the amount of such excess.

Termination and Reduction of Commitments. (a) Unless ---------------------------------------- previously terminated, (i) the Tranche A Term Commitments and the Tranche B Term Commitments shall automatically terminate at 5:00 p.m., New York City time, on the Effective Date and (ii) the Revolving Commitments shall automatically terminate on the Revolving Maturity Date. (b) The Borrower may at any time terminate, or from time to time permanently reduce, the Commitments of any ClassCommitments; provided that (i) each partial reduction of the Commitments of any Class shall be in -------- an amount that is an integral multiple of $1,000,000 and not less than $5,000,000, 1,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.10this Agreement, the Aggregate Revolving Exposure outstanding principal amount of the Loans would exceed the Aggregate Revolving Commitment and (iii) the Borrower shall not terminate or reduce the LC Sublimit if, after giving effect thereto, the LC Exposure not fully cash collateralized hereunder would exceed the LC Sublimittotal Commitments. (c) In the event and on each occasion that any Net Proceeds are received by or on behalf of the Borrower or any Subsidiary in respect of any Prepayment Event, the Commitments shall be reduced in an aggregate amount equal to 100% (or 50% in the case of a Prepayment Event pursuant to paragraph (b) of the definition thereof) of such Net Proceeds. (d) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section not later than 11:00 a.m.Section, New York City timeor any required reduction of the Commitments under paragraph (c) of this Section, at least three Business Days, or such shorter period as may be agreed by the Administrative Agent, Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the applicable Class of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination or reduction of -------- the Revolving Commitments delivered under this paragraph by the Borrower may state that such notice is conditioned upon the occurrence effectiveness of one or more events specified thereinother 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. Any termination or reduction of the Commitments of any Class shall be permanent. Each Except as provided in paragraph (e) below, each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such Class. All fees in respect of the Revolving Commitments accrued until the effective date of any termination of the Revolving Commitments shall be paid on the effective date of such terminationCommitments. (de) If after giving effect In the event the Borrower is entitled to any reduction or termination of Revolving Commitments under this replace a non-consenting Lender pursuant to Section 2.079.02(c), the LC Sublimit exceeds Borrower shall have the Revolving Commitments right, upon five Business Days' written notice to the Administrative Agent (which notice the Administrative Agent shall promptly transmit to each of the Lenders), to terminate the entire Commitment of such Lender, so long as (i) all Loans, together with accrued and unpaid interest and other amounts owing to such Lender are repaid pursuant to Section 2.11(e) concurrently with the effectiveness of such termination and (ii) the consents required by Section 9.02(c) in connection with the prepayment shall have been obtained, and at such time, the LC Sublimit such Lender shall be automatically reduced by the amount no longer constitute a "Lender" for purposes of this Agreement, except with respect to Sections 2.15, 2.16, 2.17 and 9.03 of this Agreement, which shall survive as to such excessLender.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Tranche A Term Commitments and the Tranche B Term Commitments shall automatically terminate at 5:00 p.m., New York City time, on the Effective Date and (ii) the Revolving Commitments shall automatically terminate on the Revolving Maturity Date. (b) The Borrower may may, without premium or penalty, at any time terminate, or from time to time permanently reduce, the Commitments of any Class; Commitments, provided that (i) each partial reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000, 5,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.10, the Aggregate aggregate Revolving Exposure Exposures would exceed the Aggregate Revolving aggregate Commitments. (c) In the event and on each occasion that any Net Proceeds are received by or on behalf of Intermediate Holdings, the Borrower or any Subsidiary in respect of any Commitment Reduction Event, the Commitments shall automatically be reduced (and (iii) the Borrower shall concurrently make any prepayments of Borrowings to the extent necessary to comply with Section 2.10(b)) in an aggregate amount equal to (i) in the case of a Commitment Reduction Event described in clause (c) or (e) of the definition of the term “Commitment Reduction Event”, 50% of the amount of such Net Proceeds and (ii) in the case of all other Commitment Reduction Events, 100% of the amount of such Net Proceeds, provided that, in the case of any event described in clause (a) or (b) of the definition of the term “Commitment Reduction Event”, if Intermediate Holdings, the Borrower and the Subsidiaries apply (or commit to apply) the Net Proceeds from such event (or a portion thereof) within 270 days after receipt of such Net Proceeds and at a time when no Default has occurred and is continuing, to acquire real property, equipment or other tangible assets to be used in the business of Intermediate Holdings, the Borrower and the Subsidiaries (provided that the Borrower has delivered to the Administrative Agent within three Business Days after such Net Proceeds are received a certificate of a Financial Officer stating its intention to do so and certifying that no Default has occurred and is continuing), then no reduction in the Commitments shall occur pursuant to this paragraph in respect of the Net Proceeds in respect of such event (or the portion of such Net Proceeds specified in such certificate, if applicable) except to the extent of any such Net Proceeds therefrom that have not terminate been so applied (or reduce committed to be applied) by the LC Sublimit end of such 270-day period (or if committed to be so applied within such 270-day period, have not been so applied within 12 months after receipt), at which time a reduction in the Commitments shall occur in an amount equal to such Net Proceeds that have not been so applied (or committed to be applied). Notwithstanding the foregoing, if, after giving effect theretoto any reduction in the Commitments (and any concurrent prepayment of Borrowings) required by this paragraph (c), the aggregate LC Exposure would exceed the Commitments then in effect (such excess amount, the “Excess Commitment Reduction Amount”), (A) the Commitments shall instead be reduced in an amount such that, after giving effect to such reduction, the aggregate amount of Commitments at such time equals the aggregate LC Exposure at such time, (B) the Borrower shall deposit cash collateral in an account with the Administrative Agent, on terms reasonably satisfactory to the Administrative Agent and the Issuing Banks, in an amount equal to the Excess Commitment Reduction Amount, (C) each LC Disbursement in respect of any Letter of Credit outstanding at such time shall be reimbursed, first, with any funds deposited with the Administrative Agent pursuant to the immediately preceding clause (B) and, second, as provided in Section 2.05(e) and (D) the aggregate Commitments and the cash collateral required pursuant to the immediately preceding clause (B) (without duplication of any reduction in such cash collateral resulting from any reimbursement of LC Disbursements pursuant to the immediately preceding clause (C)) shall thereafter be reduced, on a dollar-for-dollar basis, by the amount of each reduction in the LC Exposure not fully cash collateralized hereunder would exceed until such time as the LC SublimitCommitments have been reduced pursuant to this clause (D) by an amount equal to the Excess Commitment Reduction Amount. (cd) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section not later than 11:00 a.m., New York City time, 2.08 (or of any Commitment Reduction Event that shall give rise to an automatic reduction in the Commitments under paragraph (c) of this Section 2.08) at least three Business Days, or such shorter period as may be agreed by the Administrative Agent, Days prior to the effective date of such termination or reduction, specifying such election (or the Commitment Reduction Event giving rise to such automatic reduction) and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the applicable Class of the contents thereof. Each notice delivered by the Borrower pursuant to this Section 2.08 shall be irrevocable; , provided that a notice of termination or reduction of the Revolving Commitments delivered under this paragraph by the Borrower may state that such notice is conditioned upon the occurrence effectiveness of one or more events specified thereinother 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. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such Class. All fees in respect of the Revolving Commitments accrued until the effective date of any termination of the Revolving Commitments shall be paid on the effective date of such terminationCommitments. (d) If after giving effect to any reduction or termination of Revolving Commitments under this Section 2.07, the LC Sublimit exceeds the Revolving Commitments at such time, the LC Sublimit shall be automatically reduced by the amount of such excess.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Tranche A 2015 Term Commitments and the Tranche B Loan Commitment of each 2015 Term Commitments Lender shall automatically and permanently terminate at 5:00 p.m.PM, New York City time, on the Effective Closing Date and (after giving effect to the incurrence of 2015 Term Loans on such date), (ii) the Revolving Commitments Incremental Term B-1 Commitment of each Incremental Term B-1 Lender shall automatically and permanently terminate at 5:00 PM, New York City time, on the Revolving Maturity DateAmendment No. 1 Effective Date (after giving effect to the incurrence of Incremental Term B-1 Loans on such date) and , (iii) the Second Amendment Refinancing Commitment of each Second Amendment Refinancing Term Lender shall automatically and permanently terminate at 5:00 PM, New York City time, on the Amendment No. 2 Effective Date (after giving effect to the incurrence of Second Amendment Refinancing Term Loans on such date) and (iv) the Third Amendment Refinancing Commitment of each Third Amendment Refinancing Term Lender shall automatically and permanently terminate at 5:00 PM, New York City time, on the Amendment No. 3 Effective Date (after giving effect to the incurrence of Third Amendment Refinancing Term Loans on such date). (b) The Applicable Borrower may at any time terminate, or from time to time permanently reduce, the Commitments of any Class; provided that (i) each partial reduction of the such Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 5,000,000 and not less than $5,000,000, (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.10, the Aggregate Revolving Exposure would exceed the Aggregate Revolving Commitment and (iii) the Borrower shall not terminate or reduce the LC Sublimit if, after giving effect thereto, the LC Exposure not fully cash collateralized hereunder would exceed the LC Sublimit10,000,000. (c) The Applicable Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments of any Class under paragraph (b) of this Section not later than 11:00 a.m., New York City time, 2.06 at least three (3) Business Days, or such shorter period as may be agreed by the Administrative Agent, Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the applicable Class of the contents thereof. Each notice delivered by the Applicable Borrower pursuant to this Section 2.06 shall be irrevocable; provided that a notice of termination or reduction of the Revolving Commitments of any Class delivered under this paragraph by the Applicable Borrower may state that such notice is conditioned upon the occurrence effectiveness of other credit facilities or one or more other events specified therein, in which case such notice may be revoked by the Applicable Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the applicable Lenders in accordance with their respective Commitments of such Class. All fees in respect of the Revolving Commitments accrued until the effective date of any termination of the Revolving Commitments shall be paid on the effective date of such termination. (d) If after giving effect to any reduction or termination of Revolving Commitments under this Section 2.07, the LC Sublimit exceeds the Revolving Commitments at such time, the LC Sublimit shall be automatically reduced by the amount of such excess.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Tranche A Term Commitments and the Tranche B Term Revolving Credit Commitments shall automatically terminate at 5:00 p.m., New York City time, the close of business on the Effective Final Maturity Date and (ii) the Revolving Term Loan Commitments shall automatically terminate at the close of business on the Revolving Maturity Term Loan Commitment Termination Date. (b) The Borrower may at any time terminate, or from time to time permanently reduce, the Commitments of any Class; provided that (i) each partial reduction of the Commitments of any such Class shall be in an amount that is an at least equal to $1,000,000 or any greater integral multiple of $1,000,000 and not less than $5,000,000500,000, (ii) the Borrower shall not terminate or reduce the Term Loan Commitments if, after giving effect to any concurrent prepayment of Term Loans in accordance with Section 2.09, the outstanding Term Loans would exceed the total Term Loan Commitments and (iii) the Borrower shall not terminate or reduce the Revolving Credit Commitments if, after giving effect to any concurrent prepayment of the Revolving Credit Loans in accordance with Section 2.102.09, the Aggregate total Revolving Exposure Credit Exposures would exceed the Aggregate total Revolving Commitment and (iii) the Borrower shall not terminate or reduce the LC Sublimit if, after giving effect thereto, the LC Exposure not fully cash collateralized hereunder would exceed the LC SublimitCredit Commitments. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section not later than 11:00 a.m., New York City time, 2.07 at least three Business Days, or such shorter period as may be agreed by the Administrative Agent, Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the applicable Class of the contents thereof. Each notice delivered by the Borrower pursuant to this Section 2.07 shall be irrevocable; provided that a notice of termination or reduction of the Revolving Commitments delivered under this paragraph by the Borrower may state that such notice is conditioned upon the occurrence effectiveness of one or more events specified thereinother 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. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be Credit Agreement made ratably among the Lenders in accordance with their respective Commitments of such Class. All fees in respect of the Revolving Commitments accrued until the effective date of any termination of the Revolving Commitments shall be paid on the effective date of such termination. (d) If after giving effect to any reduction or termination of Revolving Commitments under this Section 2.07, the LC Sublimit exceeds the Revolving Commitments at such time, the LC Sublimit shall be automatically reduced by the amount of such excess.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Tranche A Initial Term Loan Commitments and shall terminate upon the Tranche B making of the Initial Term Loans on the Effective Date, (ii) the 2020 Incremental Term Commitments shall automatically terminate at upon the earlier to occur of (x) the making of the 2020 Incremental Term Loans and (y) 5:00 p.m., p.m. New York City timetime on Xxxxx 00, on 0000, (xxx) the Effective Date 2021 Incremental Term Commitments shall terminate upon the earlier to occur of (x) the making of the 2021 Incremental Term Loans and (iiy) 5:00 p.m. New York City time on June 11, 2021, (iv) the 2021-2 Incremental Term Commitments shall terminate upon the earlier to occur of (x) the making of the 2021-2 Incremental Term Loans and (y) 5:00 p.m. New York City time on November 10, 2021, and (v) the Revolving Commitments shall automatically terminate on the Revolving Maturity Date. (b) The Borrower may at any time terminate, or from time to time permanently reduce, the Commitments of any ClassClass at the Borrower’s sole discretion (for the avoidance of doubt, such reduction or termination need not be reduced or terminated on a pro rata basis among Classes of Commitments,); provided that (i) each partial reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 500,000 and not less than $5,000,000, 1,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments of any Class if, after giving effect to any concurrent prepayment of the Revolving Loans of such Class or Swingline Loans in accordance with Section 2.102.11, the Aggregate aggregate Revolving Exposure Exposures of such Class would exceed the Aggregate aggregate Revolving Commitment and (iii) the Borrower shall not terminate or reduce the LC Sublimit if, after giving effect thereto, the LC Exposure not fully cash collateralized hereunder would exceed the LC SublimitCommitments of such Class. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section not later than 11:00 a.m., by 2:00 p.m. New York City time, time at least three Business Days, or such shorter period as may be agreed by the Administrative Agent, Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the applicable Class of the contents thereof. Each notice delivered by the Borrower . (d) Any termination or reduction pursuant to this Section 2.08 shall be irrevocableapply proportionately and permanently to reduce the Commitments of each of the Lenders within such Class; provided that a notice of (1) the Borrower may allocate any termination or reduction of Commitments among Classes of Commitments at its direction (including, for the avoidance of doubt, to the Commitments with respect to any Class of Extended Revolving Commitments delivered under this paragraph may state that such notice is conditioned upon the occurrence of one or more events specified therein, 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. Any without any termination or reduction of the Commitments with respect to any Existing Revolving Commitments of the same Specified Existing Revolving Commitment Class) and (2) in connection with the establishment on any date of any Class Extended Revolving Commitments pursuant to Section 2.24, the Existing Revolving Commitments of any one or more Lenders providing any such Extended Revolving Commitments on such date shall be permanent. Each reduced in an amount equal to the amount of Specified Existing Revolving Commitments so extended on such date (or, if agreed by the Borrower and the Lenders providing such Extended Revolving Commitments, by any greater amount so long as (a) a proportionate reduction of the Specified Existing Revolving Commitments has been offered to each Lender to whom the applicable Revolving Credit Extension Request has been made (which may be conditioned upon such Lender becoming an Extending Lender), and (b) the Borrower prepay the Existing Revolving Loans of any such Class shall be made ratably among owed to such Lenders providing such Extended Revolving Commitments to the extent necessary to ensure that, after giving pro forma effect to such repayment or reduction, the Existing Revolving Loans of such Class are held by the Lenders of such Class on a pro rata basis in accordance with their respective Existing Revolving Commitments of such Class. All fees Class after giving pro forma effect to such reduction) (provided that (x) after giving pro forma effect to any such reduction and to the repayment of any Loans made on such date, the aggregate amount of the revolving credit exposure of any such Lender does not exceed the Existing Revolving Commitment thereof (such revolving credit exposure and Revolving Credit Commitment being determined in each case, for the avoidance of doubt, exclusive of such Lender’s Extended Revolving Commitment and any exposure in respect thereof) and (y) for the avoidance of doubt, any such repayment of Loans contemplated by the preceding clause shall be made in compliance with the requirements of Section 2.18 with respect to the ratable allocation of payments hereunder, with such allocation being determined after giving pro forma effect to any conversion or exchange pursuant to Section 2.24 of Existing Revolving Commitments and Existing Revolving Loans into Extended Revolving Commitments and Extended Revolving Loans respectively, and prior to any reduction being made to the Commitment of any other Lender). (e) With respect to each mandatory reduction and termination of Revolving Commitments or Replacement Revolving Credit Commitments (and any previously extended Revolving Commitments) required in connection with the incurrence of any Incremental Refinancing Facility or the incurrence of any Credit Agreement Refinancing Indebtedness incurred to Refinance any Revolving Commitments, Replacement Revolving Commitments and/or Other Revolving Commitments, the Borrower may designate (A) the Classes of Commitments to be reduced and terminated and (B) the corresponding Classes of Loans to be prepaid; provided that (x) any such reduction and termination shall apply proportionately and permanently to reduce the Commitments of each of the Lenders within any such Class and (y) after giving pro forma effect to such termination or reduction and to any prepayments of Loans or cancellation or cash collateralization of Letters of Credit made on the date of each such reduction and termination in accordance with this Agreement, the aggregate amount of such Lenders’ credit exposures shall not exceed the remaining Commitments of such Lenders’ in respect of the Revolving Commitments accrued until Class reduced and terminated. In connection with any such termination or reduction, to the effective date of any termination of the Revolving Commitments shall be paid on the effective date of such termination. (d) If after giving effect to any reduction or termination of Revolving Commitments under this Section 2.07extent necessary, the LC Sublimit exceeds the Revolving Commitments at such time, the LC Sublimit shall participations hereunder in outstanding Letters of Credit and Swingline Loans may be automatically reduced by the amount of such excessrequired to be reallocated and related loans outstanding prepaid and then reborrowed.

Termination and Reduction of Commitments. (a) Unless previously terminated, The Commitments of the Lenders with respect to: (i) the Tranche A Term Commitments and the Tranche B Term Commitments Subsequent Clipper Project Amount shall automatically terminate at 5:00 p.m., New York City time, upon the earlier of (A) the date that is thirty-five (35) days after the Closing Date if the Clipper Availability Date has not occurred as of such date or (B) the making of the NM Loans allocable to such amount on the Effective Date and Subsequent Clipper Availability Date; (ii) the Revolving Commitments Final Clipper Project Amount, shall automatically terminate upon the earliest to occur of (A) the date that is thirty-five (35) days after the entry of the Interim Order if the Final Order has not been entered as of such date and the Subsequent Clipper Availability Date has not occurred by such date, or (B) the making of the NM Loans allocable to such amount on the Revolving Maturity Final Clipper Availability Date; (iii) the Final DIP Budget Amount shall automatically terminate upon the earliest to occur of (A) the date that is thirty-five (35) days after the entry of the Interim Order if the Final Order has not been entered as of such date, (B) December 1, 2012 if the Borrower has not achieved commercial operation at the Clipper Project on or before such date, (C) December 15, 2012 if the Final DIP Budget Availability Date has not occurred by such date and (D) the making of the NM Loans allocable to such amount on the Final DIP Budget Availability Date; and (iv) the Xxxxx #9 Project Amount shall automatically terminate upon the earliest of (A) the date that is thirty-five (35) days after the entry of the Interim Order if the Final Order has not been entered as of such date, (B) February 15, 2013 if the Xxxxx #9 Availability Date has not occurred as of such date or (C) the making of the NM Loans allocable to such amount on the Xxxxx #9 Availability Date. (b) The Upon at least three Business Days’ prior irrevocable written or fax notice to the Administrative Agent (which the Administrative Agent shall promptly provide to the Lenders), the Borrower may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Commitments of any Classunfunded Commitments; provided provided, however, that (i) each partial reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 and not less than in a minimum amount of $5,000,000, (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.10, the Aggregate Revolving Exposure would exceed the Aggregate Revolving Commitment and (iii) the Borrower shall not terminate or reduce the LC Sublimit if, after giving effect thereto, the LC Exposure not fully cash collateralized hereunder would exceed the LC Sublimit. (c) The Borrower Commitments shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section not later than 11:00 a.m., New York City time, three Business Days, or such shorter period be reduced as may be agreed required by the Administrative Agent, prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the applicable Class of the contents thereof. Section 3.04(c). (d) Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination or reduction of the Revolving Commitments delivered under this paragraph may state that such notice is conditioned upon the occurrence of one or more events specified therein, 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. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class hereunder shall be made ratably among the Lenders in accordance with their respective Commitments of such Class. All fees in respect of the Revolving Commitments accrued until the effective date of any termination of the Revolving Commitments shall be paid on the effective date of such terminationapplicable Commitments. (d) If after giving effect to any reduction or termination of Revolving Commitments under this Section 2.07, the LC Sublimit exceeds the Revolving Commitments at such time, the LC Sublimit shall be automatically reduced by the amount of such excess.

Termination and Reduction of Commitments. Increase in Commitments. (a) Unless previously terminated, (i) all the Tranche A Term Commitments and the Tranche B Term Commitments shall automatically terminate at 5:00 p.m., New York City time, on the Effective Date and (ii) the Revolving Commitments shall automatically terminate on the Revolving Credit Maturity Date. (b) The Borrower Borrowers may at any time terminate, or terminate the Commitments upon the Payment in Full of the Secured Obligations. (c) The Borrowers may from time to time permanently reduce, reduce the Commitments of any ClassCommitments; provided that (i) each partial reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000, 1,000,000 and (ii) the Borrower Borrowers shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.102.11, the Dollar Equivalent of the Aggregate Revolving Exposure would exceed the Aggregate Revolving Commitment and (iii) the Borrower shall not terminate or reduce the LC Sublimit if, after giving effect thereto, the LC Exposure not fully cash collateralized hereunder would exceed the LC Sublimit.aggregate Commitments. 44 (cd) The Borrower Representative shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) or (c) of this Section not later than 11:00 a.m., New York City time, at least three (3) Business Days, or such shorter period as may be agreed by the Administrative Agent, Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the applicable Class of the contents thereof. Each notice delivered by the Borrower Representative pursuant to this Section shall be irrevocable; provided that a notice of termination or reduction of the Revolving Commitments delivered under this paragraph by the Borrower Representative may state that such notice is conditioned upon the occurrence effectiveness of one or more events specified thereinother credit facilities, in which case such notice may be revoked by the Borrower Representative (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments. (e) The Borrowers shall have the right to increase (each, an “Increase”) the Commitments by obtaining additional Commitments, either from one or more of the Lenders or another lending institution, provided that (i) any such request for an increase shall be in a minimum amount of $5,000,000, (ii) the Borrower Representative, on behalf of the Borrowers, may make a maximum of five (5) such requests during the term of this Agreement, (iii) after giving effect thereto, the sum of aggregate amount of all such Increases not exceed $50,000,000, (iv) the Administrative Agent, the Swingline Lender and the Issuing Bank have approved the identity of any such new Lender, such approvals not to be unreasonably withheld, (v) any such new Lender assumes all of the rights and obligations of a “Lender” hereunder, and (vi) the procedure described in Section 2.09(f) have been satisfied. Nothing contained in this Section 2.09 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment hereunder at any time. (f) Any amendment hereto for such an Increase shall be in form and substance satisfactory to the Administrative Agent and shall only require the written signatures of the Administrative Agent, the Borrowers and each Lender being added or increasing its Commitment. As a condition precedent to such an Increase, the Borrowers shall deliver to the Administrative Agent (i) a certificate of each Loan Party signed by an authorized officer of such Class. All fees Loan Party (A) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such Increase, and (B) in respect the case of the Revolving Commitments accrued until Borrowers, certifying that, before and after giving effect to such Increase, (1) the representations and warranties contained in Article III and the other Loan Documents are true and correct, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and (2) no Default exists and (3) the Borrowers are in compliance (on a pro forma basis, giving effect to the entire amount of such Increase as if fully drawn) with the covenants contained in Section 6.12 and (ii) legal opinions and documents consistent with those delivered on the Effective Date, to the extent requested by the Administrative Agent. (g) On the effective date of any termination such Increase, (i) any Lender increasing (or, in the case of any newly added Lender, extending) its Commitment shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the Revolving Commitments shall be paid on the effective date of such termination. (d) If other Lenders, as being required in order to cause, after giving effect to such Increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Loans of all the Lenders to equal its revised Applicable Percentage of such outstanding Revolving Loans, and the Administrative Agent shall make such other adjustments among the Lenders with respect to the Revolving Loans then outstanding and amounts of principal, interest, commitment fees and other amounts paid or payable with respect thereto as shall be necessary, in the opinion of the Administrative Agent, in order to effect such reallocation and (ii) the Borrowers shall be deemed to have repaid and reborrowed all outstanding Revolving Loans as of the date of any reduction or termination Increase in the Commitments (with such reborrowing to consist of the Types of Revolving Commitments under this Section 2.07Loans, the LC Sublimit exceeds the Revolving Commitments at such timewith related Interest Periods if applicable, the LC Sublimit shall be automatically reduced specified in a notice delivered by the amount of such excess.Borrower Representative, in 45

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Tranche A Term Commitments and the Tranche B Term The Commitments shall be automatically terminate at 5:00 p.m., New York City time, and permanently terminated on the Effective Date and (ii) the Revolving Commitments shall automatically terminate on the Revolving Maturity Termination Date. (b) The Borrower may at any time terminate, or from time to time permanently reduceOn each date set forth below, the aggregate Commitments of any Class; provided that (i) each partial reduction shall be automatically and permanently reduced by the amounts set forth below opposite such date: Date Amount ---- ------ March 31, 2000 $10,000,000 March 31, 2001 $10,000,000 March 31, 2002 $10,000,000 March 31, 2003 $10,000,000 March 31, 2004 $10,000,000 March 31, 2005 $25,000,000 or, if less, the remaining balance of the Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000, (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.10, the Aggregate Revolving Exposure would exceed the Aggregate Revolving Commitment and (iii) the Borrower shall not terminate or reduce the LC Sublimit if, after giving effect thereto, the LC Exposure not fully cash collateralized hereunder would exceed the LC Sublimitaggregate Commitments. (c) The Borrower shall notify Commitments shall, on the Administrative Agent day two (2) Business Days after the receipt of Net Cash Proceeds therefor, be automatically and permanently reduced by the amount of the Net Cash Proceeds with respect to any election to terminate Asset Disposition, Hybrid Securities Issuance or reduce the Commitments under paragraph Debt Issuance. Promptly upon (b) of this Section and in any event not later than 11:00 a.m.two (2) Business Days after) its receipt of such Net Cash Proceeds, New York City timePXRE Group will deliver to the Agent a certificate signed by a Financial Officer of PXRE Group in form and substance satisfactory to the Agent and setting forth the calculation of such Net Cash Proceeds. Notwithstanding the foregoing, three nothing in this subsection shall be deemed to permit any Asset Disposition not expressly permitted under SECTION 7.4. (d) At any time and from time to time after the date hereof, upon not less than five (5) Business Days, or such shorter period as may be agreed by ' prior written notice to the Administrative Agent, prior to the effective date Borrower may terminate in whole or reduce in part the aggregate Unutilized Commitments, provided that any such partial reduction shall be in an aggregate amount of such not less than $1,000,000 or, if greater, an integral multiple thereof. The amount of any termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders reduction made under this subsection (d) may not thereafter be reinstated. (e) Each reduction of the applicable Class of the contents thereof. Each notice delivered by the Borrower Commitments pursuant to this Section shall be irrevocable; provided that a notice of termination or reduction of applied ratably among the Revolving Commitments delivered under this paragraph may state that such notice is conditioned upon the occurrence of one or more events specified therein, in which case such notice may be revoked by the Borrower (by notice Lenders according to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanenttheir respective Commitments. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such Class. All fees in respect of the Revolving Commitments accrued until the effective date of any termination of the Revolving Commitments shall be paid on the effective date of such termination. pursuant to subsections (c) or (d) If after giving effect to any reduction or termination of Revolving Commitments under this Section 2.07, the LC Sublimit exceeds the Revolving Commitments at such time, the LC Sublimit shall be automatically reduced by applied to reduce the amount scheduled reductions of such excessthe Commitments set forth in subsection (b) pro rata among the remaining scheduled reductions.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Tranche A Term Commitments and the Tranche B Term Revolving Commitments shall automatically terminate at 5:00 p.m., New York City time, on the Effective Date and Revolving Loan Maturity Date, (ii) the Revolving unused Term A Loan Commitments shall automatically terminate upon the funding the Term A Loans on the Revolving Maturity Delayed Draw Funding Date, and (iii) the Term B Loan Commitments shall terminate at 3:00 p.m. (Local Time) on the Amendment No. 3 Effective Date unless fully funded prior thereto. (b) The Borrower may at any time terminate, or from time to time permanently reduce, the Revolving Commitments of any Classand the Term A Loan Commitments; provided that (i) each partial reduction of the Commitments of any such Class shall be in an amount that is an integral multiple of the U.S. Dollar Amount of U.S. $1,000,000 and not less than the U.S. Dollar Amount of U.S. $5,000,000, 5,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.102.11, the Aggregate U.S. Dollar Amount of the Revolving Exposure Credit Exposures would exceed the Aggregate aggregate of the Revolving Commitment and (iii) Commitments. Notwithstanding the foregoing, the Borrower shall not be permitted to terminate or reduce the LC Sublimit if, Term A Loan Commitments pursuant to this Section 2.09(b) unless (x) the Term A Loan Availability Period has terminated pursuant to clause (b) or (d) thereof and (y) after giving effect theretoto such termination or reduction, the LC Exposure not fully cash collateralized hereunder would exceed aggregate amount of unused Term A Loan Commitments equals or exceeds fifty percent (50%) of the LC Sublimitaggregate principal amount of Term B Loans then outstanding. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments of any Class under paragraph (b) of this Section not later than 11:00 a.m., New York City time, at least three (3) Business Days, or such shorter period as may be agreed by the Administrative Agent, Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the applicable Lenders of the applicable Class of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination or reduction of the Revolving Commitments delivered under this paragraph by the Borrower may state that such notice is conditioned upon the occurrence effectiveness of one other credit facilities or more events other transactions specified therein, 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. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders of such Class in accordance with their respective Commitments of such Class. All fees in respect . (d) Subsequent to the end of the Revolving Commitments accrued until Covenant Relief Period, the effective date of any termination aggregate of the Revolving Commitments shall be paid on the effective date of such termination. (d) If after giving effect to any reduction or termination of Revolving Commitments under this Section 2.07, the LC Sublimit exceeds the Revolving Commitments at such time, the LC Sublimit shall be automatically permanently reduced by the amount of each prepayment required to be made in respect of Revolving Loans, LC Exposure and/or Swingline Loans under Section 2.11(b)(ii). Each such excesscommitment reduction shall occur concurrently with the applicable prepayment giving rise thereto.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Tranche A Term Commitments and the Tranche B Term Commitments shall automatically terminate at 5:00 p.m., New York City time, on the Effective Date and (ii) the Revolving Initial Commitments shall automatically terminate on the Initial Revolving Credit Maturity Date. (b) The Upon delivering the notice required by Section 2.09(d), the Lead Borrower may at any time terminateterminate the Commitments of any Class upon (i) the payment in full in Cash of all outstanding Revolving Loans of such Class, together with accrued and unpaid interest thereon, (ii) the cancellation and return of all outstanding Letters of Credit of such Class (or alternatively, with respect to each outstanding Letter of Credit, the furnishing to the Administrative Agent of a Cash deposit (or, if reasonably satisfactory to the applicable Issuing Bank, a backup standby letter of credit) equal to 100% of the relevant LC Exposure (minus the amount then on deposit in the US LC Collateral Account or Canadian LC Collateral Account, as applicable) as of such date) and (iii) the payment in full of all accrued and unpaid fees and all reimbursable expenses and other non-contingent Obligations with respect to the Revolving Facility of such Class then due, together with accrued and unpaid interest (if any) thereon. (c) Upon delivering the notice required by Section 2.09(d), the Lead Borrower may from time to time permanently reduce, reduce the Commitments of any ClassCommitments; provided that (i) each partial reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000, 1,000,000 and (ii) the Lead Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans and Swingline Loans in accordance with Section 2.102.10 or Section 2.11 or any Reallocation in accordance with Section 2.25, the Aggregate aggregate Initial US Revolving Credit Exposure would exceed the Aggregate US Line Cap or the Initial Canadian Revolving Commitment and (iii) the Borrower shall not terminate or reduce the LC Sublimit if, after giving effect thereto, the LC Credit Exposure not fully cash collateralized hereunder would exceed the LC SublimitCanadian Line Cap. (cd) The Lead Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) or (c) of this Section not later than 11:00 a.m., New York City time, 2.09 in writing at least three Business Days, or such shorter period as may be agreed by the Administrative Agent, Days prior to the effective date of such termination or reductionreduction (or such later date to which the Administrative Agent may agree), specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the applicable Class of the contents thereof. Each notice delivered by the Lead Borrower pursuant to this Section 2.09 shall be irrevocable; provided that a notice of termination or reduction of the Revolving Commitments delivered under this paragraph by the Lead Borrower may state that such notice is conditioned upon the occurrence effectiveness of one or more events specified thereinother transactions, in which case such notice may be revoked by the Lead Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class pursuant to this Section 2.09 shall be permanent. Each Upon any reduction of the Commitments Commitments, the Commitment of any Class each Lender shall be made ratably among the Lenders in accordance with their respective Commitments reduced by such Lender’s Applicable Percentage of such Class. All fees in respect of the Revolving Commitments accrued until the effective date of any termination of the Revolving Commitments shall be paid on the effective date of such terminationreduction amount. (d) If after giving effect to any reduction or termination of Revolving Commitments under this Section 2.07, the LC Sublimit exceeds the Revolving Commitments at such time, the LC Sublimit shall be automatically reduced by the amount of such excess.

Termination and Reduction of Commitments. (a) Unless previously terminatedThe Term Loan Commitments (other than any Incremental Term Loan Commitments, (iwhich shall terminate as provided in the related Incremental Assumption Agreement) shall automatically terminate upon the Tranche A making of the Term Loans on the Closing Date. The Revolving Credit Commitments and the Tranche B Term Commitments shall automatically terminate at 5:00 p.m., New York City time, on the Effective Date and (ii) the Revolving Commitments Swingline Commitment shall automatically terminate on the Revolving Credit Maturity Date. The L/C Commitment shall automatically terminate on the earlier to occur of (i) the termination of the Revolving Credit Commitments and (ii) the date five Business Days prior to the Revolving Credit Maturity Date. (b) The Upon at least three Business Days’ prior written or fax notice to the Administrative Agent, the Borrower may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Term Loan Commitments, the Revolving Credit Commitments of any Classor the Swingline Commitment; provided provided, however, that (i) each partial reduction of the Term Loan Commitments of any Class or the Revolving Credit Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than in a minimum amount of $5,000,000, in the case of the Term Loan Commitments, and in a minimum amount of $2,000,000, in the case of the Revolving Credit Commitments, (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment each partial reduction of the Revolving Loans Swingline Commitment shall be in accordance with Section 2.10, the Aggregate Revolving Exposure would exceed the Aggregate Revolving Commitment an integral multiple of $500,000 and in a minimum amount of $1,000,000 and (iii) the Borrower Total Revolving Credit Commitment shall not terminate or reduce be reduced to an amount that is less than the LC Sublimit if, after giving effect thereto, Aggregate Revolving Credit Exposure at the LC Exposure not fully cash collateralized hereunder would exceed the LC Sublimit. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section not later than 11:00 a.m., New York City time, three Business Days, or such shorter period as may be agreed by the Administrative Agent, prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the applicable Class of the contents thereof. Each notice delivered by the Borrower pursuant to this Section 2.09(b) shall be irrevocable; provided that a notice of termination or reduction of the Revolving Credit Commitments delivered under this paragraph by the Borrower may state that such notice is conditioned upon the occurrence effectiveness of one other credit facilities or more events specified thereinthe receipt of proceeds from the issuance of other Indebtedness or Equity Interests or the consummation of a Change in Control, 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. Any termination or reduction of the Commitments of any Class shall be permanent. . (c) Each reduction of in the Term Loan Commitments of any Class or the Revolving Credit Commitments hereunder shall be made ratably among the Lenders in accordance with their respective Commitments applicable Commitments. The Borrower shall pay to the Administrative Agent for the account of such Class. All fees in respect the applicable Lenders, on the date of each termination or reduction, the Commitment Fees on the amount of the Revolving Credit Commitments so terminated or reduced accrued until to but excluding the effective date of any termination of the Revolving Commitments shall be paid on the effective date of such terminationtermination or reduction. (d) If after giving effect to any reduction or termination of Revolving Commitments under this Section 2.07, the LC Sublimit exceeds the Revolving Commitments at such time, the LC Sublimit shall be automatically reduced by the amount of such excess.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Tranche A Term Commitments and the Tranche B Term The Commitments shall be automatically terminate at 5:00 p.m., New York City time, terminated on the Effective Date and (ii) the Revolving Commitments shall automatically terminate on the Revolving Maturity Date. (b) The Upon at least three Business Days' prior irrevocable telex or telecopy notice to the Paying Agent, the Borrower may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Commitments of any ClassTotal Commitment; provided provided, however, that (i) each partial reduction of the Commitments of any Class Total Commitment shall be in an amount that is an integral multiple of $1,000,000 10,000,000 and not in a minimum principal amount of $50,000,000 and (ii) no such termination or reduction shall be made which would reduce the Total Commitment to an amount less than the aggregate outstanding principal amount of the Competitive Loans. (c) Subject to the following sentence, the Total Commitment shall be automatically and permanently reduced, on a pro rata basis, on the third Business Day after (i) the sale, lease, transfer or other disposition of any property or assets of the Borrower or any of its Subsidiaries for gross cash proceeds in excess of $5,000,000500 million in any one transaction (or in a series of transactions which when taken together constitute one transaction), including, without limitation, any such transfer through a Separation Transaction (which gross cash proceeds, in the case of a Separation Transaction with respect to AT&T Wireless Group, shall be deemed to include the principal amount of intercompany Indebtedness owed to the Borrower which is repaid, and the face amount of preferred Equity Interests held by the Borrower in AT&T Wireless Group which is redeemed, on the date of such Separation Transaction, but only to the extent that $6 billion exceeds the Wireless Amount on such date), (ii) the incurrence or issuance by the Borrower shall not terminate or reduce the Revolving Commitments ifany of its Subsidiaries of any new Indebtedness with a maturity date in excess of one year, after giving effect or Indebtedness incurred pursuant to any concurrent prepayment a syndicated bank credit facility available for general corporate purposes, other than intercompany Indebtedness of the Revolving Loans Borrower and its Subsidiaries incurred in accordance with Section 2.10the ordinary course of business and Indebtedness used to refinance any other Indebtedness that has previously given rise to a reduction in the Total Commitment; provided that Indebtedness shall be deemed to be incurred by AT&T Wireless Group for purposes of this clause (ii) on the closing date of any syndicated bank credit facility available for general corporate purposes entered into by AT&T Wireless Group in an amount equal to the total commitment thereunder (and not on the date of any borrowing thereunder), the Aggregate Revolving Exposure would exceed the Aggregate Revolving Commitment and (iii) the Borrower shall not terminate sale or reduce the LC Sublimit if, after giving effect thereto, the LC Exposure not fully cash collateralized hereunder would exceed the LC Sublimit. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section not later than 11:00 a.m., New York City time, three Business Days, or such shorter period as may be agreed by the Administrative Agent, prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the applicable Class of the contents thereof. Each notice delivered issuance by the Borrower pursuant to this Section shall be irrevocable; provided that a notice or any of termination or reduction its Subsidiaries of the Revolving Commitments delivered under this paragraph may state that such notice is conditioned upon the occurrence of one or more events specified therein, 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. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such Class. All fees in respect of the Revolving Commitments accrued until the effective date of any termination of the Revolving Commitments shall be paid on the effective date of such termination. (d) If after giving effect to any reduction or termination of Revolving Commitments under this Section 2.07, the LC Sublimit exceeds the Revolving Commitments at such time, the LC Sublimit shall be automatically reduced by the amount of such excess.any

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Tranche A Term Commitments and the Tranche B Term Commitments shall automatically terminate at 5:00 p.m., New York City time, on the Effective Date and (ii) the Revolving Commitments shall automatically terminate on the Revolving Maturity Date. (b) The Borrower may at any time terminate, or from time to time permanently reduce, the Commitments of any ClassCommitments; provided that (i) each partial reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000, (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.10Loans, (A) the Aggregate Revolving Exposure would exceed the Aggregate Revolving Commitment or (B) the Exposure of any Lender would exceed its Commitment and (iii) the Borrower Aggregate Commitments shall not terminate be reduced to an amount less than $5,000,000 unless the Commitments are terminated in full. (c) If Qualified Revenue shall not exceed the Revenue Test Limit as of the end of each of any two consecutive fiscal quarters of the Borrower beginning with the fiscal quarter ending on or reduce about June 30December 31, 2017 2021, on the LC Sublimit ifdate following the delivery of the Compliance Certificate in respect of the most recently ended fiscal quarter included in such two consecutive fiscal quarter period (or, if earlier, the date such Compliance Certificate is required to be delivered), the Commitments shall be permanently reduced in an amount such that Qualified Revenue, after giving effect theretoto such reduction, shall exceed the Revenue Test Limit as of the end of the most recently completed fiscal quarter of the Borrower. The Agent is hereby authorized to take any actions necessary to implement any such reduction without any action by, or consent of, the LC Exposure not fully cash collateralized hereunder would exceed the LC SublimitBorrower. (cd) If any Expansion Projections delivered to the Agent pursuant to Section 5.20 reflect that Qualified Revenue (including Qualified Revenue reflected in such Expansion Projections) for the then current fiscal year of the Borrower does not exceed the Revenue Test Limit on the date of such delivery, the Commitments shall be permanently reduced effective as of the date such Expansion Projections are delivered in an amount such that projected Qualified Revenue reflected in such Expansion Projections for the then current fiscal year of the Borrower equals or exceeds the Revenue Test Limit, after giving effect to such reduction. The Agent is hereby authorized to take any actions necessary to implement any such reduction without any action by, or consent of, the Borrower. (e) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section not later than 11:00 a.m., New York City time, three at least two Business Days, or such shorter period as may be agreed by the Administrative Agent, Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the applicable Class of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination or reduction of the Revolving Commitments delivered under paragraph (b) of this paragraph Section may state that such notice is conditioned upon the occurrence of one or more events specified therein, 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. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such Class. All fees in respect of the Revolving Commitments accrued until the effective date of any termination of the Revolving Commitments shall be paid on the effective date of such terminationCommitments. (d) If after giving effect to any reduction or termination of Revolving Commitments under this Section 2.07, the LC Sublimit exceeds the Revolving Commitments at such time, the LC Sublimit shall be automatically reduced by the amount of such excess.

Termination and Reduction of Commitments. (a) Unless previously terminatedterminated or extended pursuant to the terms and conditions hereof, (i) the Tranche A Term Commitments and the Tranche B Term all Commitments shall automatically terminate at 5:00 p.m., New York City time, on the Effective Date and (ii) the Revolving Commitments shall automatically terminate on the Revolving Maturity Date. (b) The Borrower may at any time terminatetime, without (subject to Section 2.16) premium or penalty, terminate the Commitments upon (i) the payment in full of all outstanding Loans, together with accrued and unpaid interest thereon and on any Letters of Credit, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or at the discretion of the Administrative Agent a backup standby letter of credit satisfactory to the Administrative Agent and the applicable Issuing Bank) in an amount equal to 103% of the LC Exposure as of such date), (iii) the payment in full of all accrued and unpaid fees required hereunder, and (iv) the payment in full of all reimbursable expenses and other Obligations due under this Agreement and the other Loan Documents together with accrued and unpaid interest thereon (other than contingent indemnification obligations and reimbursement obligations in respect of which no claim for payment has yet been asserted by the Person entitled thereto). (c) The Borrower may from time to time permanently reducetime, without (subject to Section 2.16) premium or penalty, reduce the Commitments of any ClassCommitments; provided provided, that (i) each partial reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 1 million and not less than $5,000,0005 million unless such amount represents all of the remaining Commitments, and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.102.11, the Aggregate Revolving Credit Exposure would exceed the Aggregate Revolving Commitment and (iii) the Borrower shall not terminate or reduce the LC Sublimit if, after giving effect thereto, the LC Exposure not fully cash collateralized hereunder would exceed the LC Sublimitaggregate Commitments of all Lenders. (cd) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph clause (b) or (c) of this Section not later than 11:00 a.m., New York City time, 2.09 at least three Business Days, or such shorter period as may be agreed by the Administrative Agent, Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the applicable Class of the contents thereof. Each notice delivered by the Borrower pursuant to this Section 2.09 shall be irrevocable; provided provided, that a notice of termination or reduction of the Revolving Commitments delivered under this paragraph by the Borrower may state that such notice is conditioned upon the occurrence effectiveness of one other credit facilities or more events specified therein, 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. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such Class. All fees in respect of the Revolving Commitments accrued until the effective date of any termination of the Revolving Commitments. (e) The Commitments shall be paid on automatically and permanently reduced by an amount equal to fifty percent (50%) of the effective date aggregate principal amount of Indebtedness incurred by Holdings or any of its Restricted Subsidiaries pursuant to a Specified Issuance (such termination. (d) If after giving effect to any reduction or termination of Revolving Commitments under this Section 2.07reduction, the LC Sublimit exceeds “Specified Issuance Commitment Reduction”); provided, that the Revolving Commitments at such time, may only be reduced pursuant to the LC Sublimit shall be automatically reduced terms of this clause (e) by the amount of such excessup to $100 million.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Tranche A Term Commitments and the Tranche B Term Commitments of each Class shall automatically terminate at 5:00 p.m., New York City time, on the Effective Date and (ii) the Revolving Commitments shall automatically terminate on the Revolving Maturity DateDate for such Class. (b) The Borrower Intermediate Holdings may at any time terminate, or from time to time permanently reduce, the Commitments of any ClassCommitments; provided provided, that (i) each partial reduction of any Class of the Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 1.0 million and not less than $5,000,0005.0 million (or, if less, the remaining amount of any such Class of the Commitments) and (ii) the Borrower Intermediate Holdings shall not terminate or reduce the Revolving Commitments if, after giving effect to such termination or reduction and any concurrent prepayment of the Revolving Facility Loans in accordance with Section 2.102.11 and any Cash Collateralization of Letters of Credit in accordance with Section 2.05(j) or (k), (A) the Aggregate Revolving Facility Exposure would exceed the lesser of (x) the Aggregate Revolving Commitment Facility Commitments and (iiiy) the Borrower shall not terminate or reduce Global Borrowing Base, (B) the LC Sublimit if, after giving effect thereto, the LC aggregate U.S. Revolving Facility Exposure not fully cash collateralized hereunder would exceed the LC U.S. Sublimit, (C) the German Revolving Facility Exposure of Germany Silicone Borrower would exceed the Germany Silicone Availability, (D) the German Revolving Facility Exposure of Germany Quartz Borrower would exceed the Global Borrowing Base or (E) the aggregate Canadian Revolving Facility Exposure would exceed the Canadian Sublimit. (c) The Borrower Intermediate Holdings shall notify the Administrative Agent of any election to terminate or reduce any Class of the Commitments under paragraph (b) of this Section not later than 11:00 a.m., New York City time, 2.08 at least three (3) Business Days, or such shorter period as may be agreed by the Administrative Agent, Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the applicable Class of the contents thereof. Each notice delivered by the Borrower Intermediate Holdings pursuant to this Section 2.08 shall be irrevocable; provided provided, that a notice of termination or reduction of the Revolving any Commitments delivered under this paragraph by Intermediate Holdings may state that such notice is conditioned upon the occurrence effectiveness of one other credit facilities, indentures or more events specified thereinsimilar financing agreements, in which case such notice may be revoked by the Borrower Intermediate Holdings (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of any Class of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such Class. All fees in respect of , except to the Revolving Commitments accrued until the effective date of any termination of the Revolving Commitments shall be paid on the effective date of such terminationextent otherwise permitted by Section 2.20(b)(iii). (d) If after giving effect to Notwithstanding the foregoing, no Borrower shall terminate or reduce any reduction or termination of Tranche B Revolving Facility Commitments under this Section 2.07, the LC Sublimit exceeds the so long as any Tranche A Revolving Facility Commitments at such time, the LC Sublimit shall be automatically reduced by the amount of such excessremain outstanding.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Tranche A The Term Commitments and the Tranche B Term Loan Commitments shall automatically terminate at 5:00 p.m., New York City time, on the Effective Date Closing Date. The Revolving Credit Commitments and (ii) the Revolving L/C Commitments shall automatically terminate on the Revolving Credit Maturity Date. Notwithstanding the foregoing, all the Commitments and L/C Commitments shall automatically terminate at 5:00 p.m., New York City time, on April 15, 1996, if the initial Credit Event shall not have occurred by such time. (b) The Upon at least three Business Days' prior irrevocable written or telecopy notice to the Administrative Agent, the Borrower may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Term Loan Commitments of any Classor the Revolving Credit Commitments; provided provided, however, that (i) each partial reduction of the Term Loan Commitments of any Class or the Revolving Credit Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than in a minimum amount of $5,000,0005,000,000 (or, if less, the remaining amount of the Revolving Credit Commitments) and (ii) the Borrower Total Revolving Credit Commitment shall not terminate or reduce the Revolving Commitments if, after giving effect be reduced at any time to any concurrent prepayment of the Revolving Loans in accordance with Section 2.10, an amount that is less than the Aggregate Revolving Credit Exposure would exceed the Aggregate Revolving Commitment and (iii) the Borrower shall not terminate or reduce the LC Sublimit if, after giving effect thereto, the LC Exposure not fully cash collateralized hereunder would exceed the LC Sublimitat such time. (c) The Borrower Revolving Credit Commitments shall notify the Administrative Agent of be automatically and permanently reduced by an amount equal to any election to terminate or reduce the Commitments amount applied under paragraph (b) or (c) of this Section not later than 11:00 a.m., New York City time, three Business Days, 2.13 to prepay Revolving Credit Borrowings (or that would have been required to be so applied if Revolving Credit Borrowings equal to such shorter period as may be agreed by amount had been outstanding). (d) Each reduction in the Administrative Agent, prior to the effective date of such termination Term Loan Commitments or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the applicable Class of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination or reduction of the Revolving Credit Commitments delivered under this paragraph may state that such notice is conditioned upon the occurrence of one or more events specified therein, 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. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class hereunder shall be made ratably among the Lenders in accordance with their respective Commitments of such Classapplicable Commitments. All fees in respect The Borrower shall pay to the Administrative Agent for the account of the Revolving Commitments accrued until applicable Lenders, on the effective date of any each termination or reduction, the Commitment Fees on the amount of the Revolving Commitments shall be paid on so terminated or reduced accrued to but excluding the effective date of such terminationtermination or reduction. (d) If after giving effect to any reduction or termination of Revolving Commitments under this Section 2.07, the LC Sublimit exceeds the Revolving Commitments at such time, the LC Sublimit shall be automatically reduced by the amount of such excess.