Common use of Termination and Reduction of Commitments Clause in Contracts

Termination and Reduction of Commitments. (a) Unless previously terminated, the Aggregate Commitments shall terminate on the Maturity Date. (b) The Borrower may at any time terminate, or from time to time reduce, the Aggregate Commitments or the Letter of Credit Commitments; provided that (i) each reduction of the Aggregate Commitments or the Letter of Credit 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 Aggregate Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.11, the sum of the Credit Exposures would exceed the Aggregate Commitments, (iii) the Borrower shall not terminate or reduce the Letter of Credit Commitments if the LC Exposure would exceed the Letter of Credit Commitments, as so reduced, (iv) the amount of the Letter of Credit Commitment of any Issuing Bank shall not be reduced to an amount which is less than the aggregate amount of LC Exposure in respect of all Letters of Credit issued or deemed issued by such Issuing Bank; and (v) the Aggregate Commitments shall not be reduced to an amount which is less than the aggregate amount of the Letter of Credit Commitments, unless the Letter of Credit Commitments are correspondingly reduced at the same time. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Aggregate Commitments or the Letter of Credit Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Aggregate Commitments or the Letter of Credit Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or another event, 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 Aggregate Commitments or the Letter of Credit Commitments shall be permanent; provided that nothing in this provision shall affect the Borrower’s ability to increase the Letter of Credit Commitments pursuant to Section 2.01(c)(iii). Each reduction of the Aggregate Commitments shall be made ratably among the Lenders in accordance with their respective Commitments, except as provided in clause (d) below. Each reduction of the Letter of Credit Commitments being made in conjunction with a reduction of the Aggregate Commitments pursuant to Section 2.09(b)(v) above shall be made ratably among the Issuing Banks in accordance with their respective Letter of Credit Commitments. (d) The Borrower may terminate the unused amount of the Commitment and Letter of Credit Commitment of a Defaulting Lender upon one Business Day’s prior notice to the Administrative Agent (which will promptly notify the Lenders thereof), provided that such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, the Issuing Banks or any Lender may have against such Defaulting Lender. (e) Notwithstanding the foregoing, all of the provisions of the Loan Documents which by their terms survive termination of the Commitments of the Borrower, including, without limitation, those provisions set forth in Section 9.06, shall survive and not be deemed terminated, but shall remain in full force and effect.

Termination and Reduction of Commitments. (a) Unless previously terminated, the Aggregate Commitments Lux Term Loan Commitment of each Term Lender shall automatically and permanently terminate at 5:00 PM, New York City time, on the Closing Date (after giving effect to the incurrence of Lux Term Loans on such date). (b) Unless previously terminated, the U.S. Term Loan Commitment of each Term Lender shall automatically and permanently terminate at 5:00 PM, New York City time, on the Closing Date (after giving effect to the incurrence of U.S. Term Loans on such date). (c) Unless previously terminated, the Revolving Commitment of each Revolving Lender shall automatically and permanently termination on the relevant Maturity Date. (bd) The Any Revolving Borrower (on behalf of all of the Revolving Borrowers) may at any time terminate, or from time to time reduce, the Aggregate Revolving Commitments or the Letter of Credit Commitmentsany Class; provided that (i) each reduction of the Aggregate Commitments or the Letter of Credit such Revolving Commitments 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 Revolving Borrowers shall not terminate or reduce the Aggregate any Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans of such Class in accordance with Section 2.11, the Dollar Amount of the sum of the total Revolving Credit Exposures in respect of such Class would exceed the Aggregate Commitments, (iii) the Borrower shall not terminate or reduce the Letter aggregate Revolving Commitments of Credit Commitments if the LC Exposure would exceed the Letter of Credit Commitments, as so reduced, (iv) the amount of the Letter of Credit Commitment of any Issuing Bank shall not be reduced to an amount which is less than the aggregate amount of LC Exposure in respect of all Letters of Credit issued or deemed issued by such Issuing Bank; and (v) the Aggregate Commitments shall not be reduced to an amount which is less than the aggregate amount of the Letter of Credit Commitments, unless the Letter of Credit Commitments are correspondingly reduced at the same timeClass. (ce) The Any applicable Revolving Borrower shall notify the Administrative Agent of any election to terminate or reduce the Aggregate Revolving Commitments or the Letter of Credit Commitments any Class under paragraph (bSection 2.09(d) of this Section at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the any Revolving Borrower pursuant to this Section 2.09 shall be irrevocable; provided that a notice of termination of the Aggregate Revolving Commitments or the Letter of Credit Commitments any Class delivered by the any Revolving Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or another eventone or more other events specified therein, in which case such notice may be revoked by the such Revolving 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 Aggregate Revolving Commitments or the Letter of Credit Commitments any Class shall be permanent; provided that nothing in this provision shall affect the Borrower’s ability to increase the Letter of Credit Commitments pursuant to Section 2.01(c)(iii). Each reduction of the Aggregate Revolving Commitments of any Class shall be made ratably among the applicable Lenders in accordance with their respective Commitments, except as provided in clause (d) below. Each reduction of the Letter of Credit Commitments being made in conjunction with a reduction of the Aggregate Commitments pursuant to Section 2.09(b)(v) above shall be made ratably among the Issuing Banks in accordance with their respective Letter of Credit Commitments. (d) The Borrower may terminate the unused amount of the Commitment and Letter of Credit Commitment of a Defaulting Lender upon one Business Day’s prior notice to the Administrative Agent (which will promptly notify the Lenders thereof), provided that such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, the Issuing Banks or any Lender may have against such Defaulting Lender. (e) Notwithstanding the foregoing, all of the provisions of the Loan Documents which by their terms survive termination of the Revolving Commitments of the Borrower, including, without limitation, those provisions set forth in Section 9.06, shall survive and not be deemed terminated, but shall remain in full force and effectsuch Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, the Aggregate Commitments shall terminate on the Maturity Revolving Credit Termination Date. (b) The Borrower may may, upon notice to the Administrative Agent pursuant to Section 2.06(c), at any time terminate, or from time to time reduce, the Aggregate Commitments or the Letter of Credit Commitments; provided that (i) each reduction of the Aggregate Commitments or the Letter of Credit Commitments 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 Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.112.08, the sum of the aggregate Revolving Credit Exposures of all Lenders would exceed the Aggregate Commitmentsaggregate Commitments of all Lenders then in effect, and (iii) if, after giving effect to any reduction of the Borrower shall not terminate or reduce the Letter of Credit Commitments if the LC Exposure would exceed the Letter of Credit aggregate Commitments, as so reduced, (iv) the Swing Line Sublimit exceeds the amount of the Letter of Credit Commitment of any Issuing Bank aggregate Commitments, such Sublimit shall not be automatically reduced to an amount which is less than by the aggregate amount of LC Exposure in respect of all Letters of Credit issued or deemed issued by such Issuing Bank; and (v) the Aggregate Commitments shall not be reduced to an amount which is less than the aggregate amount of the Letter of Credit Commitments, unless the Letter of Credit Commitments are correspondingly reduced at the same timeexcess. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Aggregate Commitments or the Letter of Credit Commitments under paragraph (b) of this Section at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Aggregate Commitments or the Letter of Credit Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or another eventfacilities, 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 Aggregate Commitments or the Letter of Credit Commitments shall be permanent; provided that nothing in this provision shall affect the Borrower’s ability to increase the Letter of Credit Commitments pursuant to Section 2.01(c)(iii). Each reduction of the Aggregate Commitments shall be made ratably among the Lenders in accordance with their respective Commitments, except as provided in clause (d) belowApplicable Percentage. Each reduction of All fees accrued until the Letter of Credit Commitments being made in conjunction with a reduction of the Aggregate Commitments pursuant to Section 2.09(b)(v) above shall be made ratably among the Issuing Banks in accordance with their respective Letter of Credit Commitments. (d) The Borrower may terminate the unused amount of the Commitment and Letter of Credit Commitment of a Defaulting Lender upon one Business Day’s prior notice to the Administrative Agent (which will promptly notify the Lenders thereof), provided that such termination will not be deemed to be a waiver or release effective date of any claim the Borrower, the Administrative Agent, the Issuing Banks or any Lender may have against such Defaulting Lender. (e) Notwithstanding the foregoing, all of the provisions of the Loan Documents which by their terms survive termination of the Commitments shall be paid on the effective date of the Borrower, including, without limitation, those provisions set forth in Section 9.06, shall survive and not be deemed terminated, but shall remain in full force and effectsuch termination.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) all Commitments shall terminate on August 15, 2022 if the Aggregate Funding Date shall not have occurred prior to such time, (ii) any unfunded Term Loan Commitments shall terminate on the 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 reduce, the Aggregate Revolving Commitments or and, prior to the Letter of Credit Funding Date, the Term Loan Commitments; provided that that, (i) each reduction of the Aggregate Commitments or the Letter of Credit Revolving Commitments 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 Aggregate Revolving Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.11, (A) the sum amount of the any Revolving Lender’s Revolving Credit Exposures Exposure would exceed the Aggregate Commitments, its Revolving Commitment or (iiiB) the Borrower shall not terminate or reduce the Letter of Total Revolving Credit Commitments if the LC Exposure would exceed the Letter of Credit Commitments, as so reduced, aggregate Revolving Commitments and (iviii) the amount each reduction of the Letter of Credit Commitment of any Issuing Bank Term Loan Commitments shall not be reduced to in an amount which that is an integral multiple of $2,500,000 and not less than the aggregate amount of LC Exposure in respect of all Letters of Credit issued or deemed issued by such Issuing Bank; and (v) the Aggregate Commitments shall not be reduced to an amount which is less than the aggregate amount of the Letter of Credit Commitments, unless the Letter of Credit Commitments are correspondingly reduced at the same time$2,500,000. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Aggregate Commitments or the Letter of Credit Commitments under paragraph (b) of this Section at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that that, a notice of termination of the Aggregate Commitments or the Letter of Credit Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or another eventother 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 Aggregate Commitments or the Letter of Credit Commitments shall be permanent; provided that nothing in this provision shall affect the Borrower’s ability to increase the Letter of Credit Commitments pursuant to Section 2.01(c)(iii). Each reduction of the Aggregate (i) Revolving Commitments shall be made ratably among the Revolving Lenders in accordance with their respective Commitments, except as provided in clause Revolving Commitments and (dii) below. Each reduction of the Letter of Credit Term Loan Commitments being made in conjunction with a reduction of the Aggregate Commitments pursuant to Section 2.09(b)(v) above shall be made ratably among the Issuing Banks Term Lender’s in accordance with their respective Letter of Credit Term Loan Commitments. (d) The Borrower may terminate the unused amount of the Commitment and Letter of Credit Commitment of a Defaulting Lender upon one Business Day’s prior notice to the Administrative Agent (which will promptly notify the Lenders thereof), provided that such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, the Issuing Banks or any Lender may have against such Defaulting Lender. (e) Notwithstanding the foregoing, all of the provisions of the Loan Documents which by their terms survive termination of the Commitments of the Borrower, including, without limitation, those provisions set forth in Section 9.06, shall survive and not be deemed terminated, but shall remain in full force and effect.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Aggregate 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 Aggregate Commitments or the Letter of Credit Commitmentsany Class; provided that (i) each partial reduction of the Aggregate Commitments or the Letter of Credit Commitments 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 Aggregate Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.112.10, the sum of the Credit Exposures Aggregate Revolving Exposure would exceed the Aggregate Commitments, Revolving Commitment and (iii) the Borrower shall not terminate or reduce the Letter of Credit Commitments if LC Sublimit if, after giving effect thereto, the LC Exposure not fully cash collateralized hereunder would exceed the Letter of Credit Commitments, as so reduced, (iv) the amount of the Letter of Credit Commitment of any Issuing Bank shall not be reduced to an amount which is less than the aggregate amount of LC Exposure in respect of all Letters of Credit issued or deemed issued by such Issuing Bank; and (v) the Aggregate Commitments shall not be reduced to an amount which is less than the aggregate amount of the Letter of Credit Commitments, unless the Letter of Credit Commitments are correspondingly reduced at the same timeSublimit. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Aggregate Commitments or the Letter of Credit Commitments under paragraph (b) of this Section at least not later than 11:00 a.m., New York City time, three Business Days 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 Aggregate Commitments or the Letter of Credit Revolving Commitments delivered by the Borrower under this paragraph may state that such notice is conditioned upon the effectiveness occurrence of other credit facilities one or another eventmore 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 Aggregate Commitments or the Letter of Credit Commitments any Class shall be permanent; provided that nothing in this provision shall affect the Borrower’s ability to increase the Letter of Credit Commitments pursuant to Section 2.01(c)(iii). Each reduction of the Aggregate Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments, except as provided Commitments of such Class. All fees in clause (d) below. Each reduction respect of the Letter Revolving Commitments accrued until the effective date of Credit Commitments being made in conjunction with a reduction any termination of the Aggregate Revolving Commitments pursuant to Section 2.09(b)(v) above shall be made ratably among paid on the Issuing Banks in accordance with their respective Letter effective date of Credit Commitmentssuch termination. (d) The Borrower may terminate If after giving effect to any reduction or termination of Revolving Commitments under this Section 2.07, the unused LC Sublimit exceeds the Revolving Commitments at such time, the LC Sublimit shall be automatically reduced by the amount of the Commitment and Letter of Credit Commitment of a Defaulting Lender upon one Business Day’s prior notice to the Administrative Agent (which will promptly notify the Lenders thereof), provided that such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, the Issuing Banks or any Lender may have against such Defaulting Lenderexcess. (e) Notwithstanding the foregoing, all of the provisions of the Loan Documents which by their terms survive termination of the Commitments of the Borrower, including, without limitation, those provisions set forth in Section 9.06, shall survive and not be deemed terminated, but shall remain in full force and effect.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Aggregate unused Term Loan Commitments shall terminate (x) by the principal amount of any draw of Term Loans pursuant to Section 2.03 immediately upon such draw, and (y) in full at 3:00 p.m. (New York City time) on the date on which the Term Loan Availability Period expires or, if earlier, immediately upon the tenth (10th) funding of any Term Loans hereunder and (ii) all other Commitments shall terminate on the Maturity Date. (b) The Borrower may at any time terminate, or from time to time reduce, the Aggregate Term Loan Commitments or and/or the Letter of Credit Revolving Commitments; provided that (i) each reduction of the Aggregate Commitments or the Letter of Credit any Commitments 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 Aggregate Revolving Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.11, the sum of the any Lender’s Revolving Credit Exposures would exceed the Aggregate Commitments, (iii) the Borrower shall not terminate or reduce the Letter of Credit Commitments if the LC Exposure would exceed the Letter of Credit Commitments, as so reduced, (iv) the amount of the Letter of Credit Commitment of any Issuing Bank shall not be reduced to an amount which is less than the aggregate amount of LC Exposure in respect of all Letters of Credit issued or deemed issued by such Issuing Bank; and (v) the Aggregate Commitments shall not be reduced to an amount which is less than the aggregate amount of the Letter of Credit Commitments, unless the Letter of Credit Commitments are correspondingly reduced at the same timeits Revolving Commitment. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Aggregate Commitments or the Letter of Credit Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Aggregate Commitments or the Letter of Credit Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or another eventother 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 Aggregate Commitments or the Letter of Credit Commitments shall be permanent; provided that nothing in this provision shall affect the Borrower’s ability to increase the Letter of Credit Commitments pursuant to Section 2.01(c)(iii). Each reduction of the Aggregate Commitments shall be made ratably among the Lenders in accordance with their respective Commitments, except as provided in clause (d) below. Each reduction of the Letter of Credit Commitments being made in conjunction with a reduction of the Aggregate Commitments pursuant to Section 2.09(b)(v) above shall be made ratably among the Issuing Banks in accordance with their respective Letter of Credit Commitments. (d) The Borrower may terminate the unused amount of the Commitment and Letter of Credit Commitment of a Defaulting Lender upon one Business Day’s prior notice to the Administrative Agent (which will promptly notify the Lenders thereof), provided that such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, the Issuing Banks or any Lender may have against such Defaulting Lender. (e) Notwithstanding the foregoing, all of the provisions of the Loan Documents which by their terms survive termination of the Commitments of the Borrower, including, without limitation, those provisions set forth in Section 9.06, shall survive and not be deemed terminated, but shall remain in full force and effect.

Termination and Reduction of Commitments. (ai) Unless previously terminated, the Aggregate Revolving Commitments shall terminate on the Maturity Date. (bii) The Borrower Borrowers may at any time terminate, or terminate the Aggregate Revolving Commitments upon the Payment in Full of the Secured Obligations. (iii) The Borrowers may from time to time reduce, reduce the Aggregate Commitments or the Letter of Credit Revolving Commitments; provided that (iA) each reduction of the Aggregate Commitments or the Letter of Credit Revolving Commitments shall be in an amount a Dollar Equivalent that is an integral multiple of $1,000,000 and not less than $5,000,000, 5,000,000 and (iiB) the Borrower Borrowers shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.11, the sum of the Credit Exposures would exceed the Aggregate Commitments, (iii) the Borrower shall not terminate or reduce the Letter of Credit Commitments if the LC Revolving Exposure would exceed the Letter lesser of Credit Commitments, as so reduced, the Aggregate Revolving Commitment and the Revolving Borrowing Base. (iv) the amount of the Letter of Credit Commitment of any Issuing Bank shall not be reduced to an amount which is less than the aggregate amount of LC Exposure in respect of all Letters of Credit issued or deemed issued by such Issuing Bank; and (v) the Aggregate Commitments shall not be reduced to an amount which is less than the aggregate amount of the Letter of Credit Commitments, unless the Letter of Credit Commitments are correspondingly reduced at the same time. (c) The Borrower Representative shall notify the Administrative Agent of any election to terminate or reduce the Aggregate Commitments or the Letter of Credit Revolving Commitments under paragraph (ba)(ii) or (a)(iii) of this Section at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower Representative pursuant to this Section shall be irrevocable; provided that a notice of termination of the Aggregate Commitments or the Letter of Credit Revolving Commitments delivered by the Borrower Representative may state that such notice is conditioned upon the effectiveness of other credit facilities or another eventother transactions 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 Aggregate Commitments or the Letter of Credit Revolving Commitments shall be permanent; provided that nothing in this provision shall affect the Borrower’s ability to increase the Letter of Credit Commitments pursuant to Section 2.01(c)(iii). Each reduction of the Aggregate Revolving Commitments shall be made ratably among the Lenders in accordance with their respective Commitments, except as provided in clause (d) below. Each reduction of the Letter of Credit Commitments being made in conjunction with a reduction of the Aggregate Commitments pursuant to Section 2.09(b)(v) above shall be made ratably among the Issuing Banks in accordance with their respective Letter of Credit Revolving Commitments. (dv) The Borrower may terminate Initial FILO Term Loan Commitments terminated upon the unused amount making of the Commitment and Letter of Credit Commitment of a Defaulting Lender Initial FILO Term Loan on the First Amendment Funding Date. The 2023 FILO Term Loan Commitments shall terminate upon one Business Day’s prior notice to the Administrative Agent (which will promptly notify the Lenders thereof), provided that such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, the Issuing Banks or any Lender may have against such Defaulting Lender. (e) Notwithstanding the foregoing, all making of the provisions of 2023 FILO Term Loan on the Loan Documents which by their terms survive termination of the Commitments of the Borrower, including, without limitation, those provisions set forth in Section 9.06, shall survive and not be deemed terminated, but shall remain in full force and effectSecond Amendment Effective Date.

Termination and Reduction of Commitments. (a) Unless previously terminated, the Aggregate Term Commitments shall terminate at 11:59 p.m., New York City time, on the Effective Date. The Revolving Commitments shall terminate at 11:59 p.m., New York City time, on the Revolving Maturity Date. (b) The Borrower may at any time terminate, or from time to time reduce, the Aggregate Commitments or the Letter of Credit Commitmentsany Class; provided that (i) each reduction of the Aggregate Commitments or the Letter of Credit Commitments 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 Aggregate Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.11, the sum of the Credit aggregate Revolving Exposures would exceed the Aggregate aggregate Revolving Commitments, (iii) . The Borrower may terminate the Borrower shall not terminate or reduce the Letter of Credit Commitments if the LC Exposure would exceed the Letter of Credit Commitments, as so reduced, (iv) the amount of the Letter of Credit Commitment of any Issuing Bank shall not be reduced Defaulting Lending on a non-pro rata basis upon notice to an amount which is less than the aggregate amount of LC Exposure in respect of all Letters of Credit issued or deemed issued by such Issuing Bank; and (v) the Aggregate Commitments shall not be reduced to an amount which is less than the aggregate amount of the Letter of Credit Commitments, unless the Letter of Credit Commitments are correspondingly reduced at the same timeAdministrative Agent. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Aggregate Commitments or the Letter of Credit Commitments under paragraph (b) of this Section at least three one Business Days 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 contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Aggregate Commitments or the Letter of Credit Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or another eventthe receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or condition, 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 Aggregate Commitments or the Letter of Credit Commitments any Class shall be permanent; provided that nothing in this provision shall affect the Borrower’s ability to increase the Letter of Credit Commitments pursuant to Section 2.01(c)(iii). Each reduction of the Aggregate Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments, except as provided in clause (d) below. Each reduction of the Letter of Credit Commitments being made in conjunction with a reduction of the Aggregate Commitments pursuant to Section 2.09(b)(v) above shall be made ratably among the Issuing Banks in accordance with their respective Letter of Credit Commitments. (d) The Borrower may terminate the unused amount of the Commitment and Letter of Credit Commitment of a Defaulting Lender upon one Business Day’s prior notice to the Administrative Agent (which will promptly notify the Lenders thereof), provided that such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, the Issuing Banks or any Lender may have against such Defaulting Lender. (e) Notwithstanding the foregoing, all of the provisions of the Loan Documents which by their terms survive termination of the Commitments of the Borrower, including, without limitation, those provisions set forth in Section 9.06, shall survive and not be deemed terminated, but shall remain in full force and effectsuch Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, the Aggregate Term B-1 Loan Commitments and Additional Term B-1 Commitments shall terminate at 11:59 p.m., New York City time, on the Effective Date. The Revolving Commitments shall terminate at 11:59 p.m., New York City time, on the Revolving Maturity Date. (b) The Borrower may at any time terminate, or from time to time reduce, the Aggregate Commitments or the Letter of Credit Commitmentsany Class; provided that (i) each reduction of the Aggregate Commitments or the Letter of Credit Commitments 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 Aggregate Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.11, the sum of the Credit aggregate Revolving Exposures would exceed the Aggregate aggregate Revolving Commitments, (iii) . The Borrower may terminate the Borrower shall not terminate or reduce the Letter of Credit Commitments if the LC Exposure would exceed the Letter of Credit Commitments, as so reduced, (iv) the amount of the Letter of Credit Commitment of any Issuing Bank shall not be reduced Defaulting Lender on a non-pro rata basis upon notice to an amount which is less than the aggregate amount of LC Exposure in respect of all Letters of Credit issued or deemed issued by such Issuing Bank; and (v) the Aggregate Commitments shall not be reduced to an amount which is less than the aggregate amount of the Letter of Credit Commitments, unless the Letter of Credit Commitments are correspondingly reduced at the same timeAdministrative Agent. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Aggregate Commitments or the Letter of Credit Commitments under paragraph (b) of this Section at least three one Business Days 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 contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Aggregate Commitments or the Letter of Credit Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or another eventthe receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or condition, 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 Aggregate Commitments or the Letter of Credit Commitments any Class shall be permanent; provided that nothing in this provision shall affect the Borrower’s ability to increase the Letter of Credit Commitments pursuant to Section 2.01(c)(iii). Each reduction of the Aggregate Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments, except as provided in clause (d) below. Each reduction of the Letter of Credit Commitments being made in conjunction with a reduction of the Aggregate Commitments pursuant to Section 2.09(b)(v) above shall be made ratably among the Issuing Banks in accordance with their respective Letter of Credit Commitments. (d) The Borrower may terminate the unused amount of the Commitment and Letter of Credit Commitment of a Defaulting Lender upon one Business Day’s prior notice to the Administrative Agent (which will promptly notify the Lenders thereof), provided that such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, the Issuing Banks or any Lender may have against such Defaulting Lender. (e) Notwithstanding the foregoing, all of the provisions of the Loan Documents which by their terms survive termination of the Commitments of the Borrower, including, without limitation, those provisions set forth in Section 9.06, shall survive and not be deemed terminated, but shall remain in full force and effectsuch Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, the Aggregate The Commitments shall terminate on the Maturity Termination Date. (b) The Borrower may at any time terminate, or from time to time reduce, the Aggregate Commitments or the Letter of Credit Commitments; provided that (i) each reduction of the Aggregate Commitments or the Letter of Credit Commitments 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 Aggregate Commitments if, after giving effect to any concurrent prepayment of the Revolving Credit Loans in accordance with Section 2.112.10, the sum of the total Credit Exposures would exceed the Aggregate total Commitments. In addition to the foregoing, (iii) the Borrower shall not may terminate or reduce the Letter of Credit Commitments if the LC Exposure would exceed the Letter of Credit Commitments, as so reduced, (iv) the unused amount of the Letter of Credit Commitment of any Issuing Bank shall a Defaulting Lender upon not 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 other amounts), provided that such termination will not be reduced deemed to an amount which is less than be a waiver or release of any claim the aggregate amount of LC Exposure in respect of all Letters of Credit issued or deemed issued by such Borrower, the Administrative Agent, the Issuing Bank; and (v) the Aggregate Commitments shall not be reduced to an amount which is less than the aggregate amount of the Letter of Credit Commitments, unless the Letter of Credit Commitments are correspondingly reduced at the same timeor any Lender may have against such Defaulting Lender. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Aggregate Commitments or the Letter of Credit Commitments under paragraph (b) of this Section at least three Business Days prior to not later than 11:00 a.m., New York City time on 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 contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Aggregate Commitments or the Letter of Credit Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or another eventfacilities, 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 Aggregate Commitments or the Letter of Credit Commitments shall be permanent; provided that nothing in this provision shall affect the Borrower’s ability to increase the Letter of Credit Commitments pursuant to Section 2.01(c)(iii). Each reduction of the Aggregate Commitments shall be made ratably among the Lenders in accordance with their respective Commitments, except as provided in clause (d) below. Each reduction of the Letter of Credit Commitments being made in conjunction with a reduction of the Aggregate Commitments pursuant to Section 2.09(b)(v) above shall be made ratably among the Issuing Banks in accordance with their respective Letter of Credit Commitments. (d) The Borrower may terminate the unused amount Any termination or reduction of the Commitment and Letter Commitments pursuant to this Section 2.08 or Article VII shall be permanent. Upon any partial termination of Credit Commitment the Commitments from time to time if the aggregate Market Value of a Defaulting Lender upon one Business Day’s prior notice to the Administrative Agent Collateral is more than four (which will promptly notify 4) times the Lenders thereof)Threshold Value, provided that all calculated as of the date of such partial termination will not be deemed to be a waiver or release of any claim the BorrowerCommitments, then the Administrative Agent, the Issuing Banks or any Lender may have against Bank and the Lenders agree that promptly following such Defaulting Lender. (e) Notwithstanding the foregoing, all of the provisions of the Loan Documents which by their terms survive partial termination of the Commitments Commitments, a portion of the BorrowerCollateral shall be released so that the Market Value of the Collateral, including, without limitation, those provisions set forth in Section 9.06calculated as of the date of such partial termination of the Commitments, shall survive and not be deemed terminated, but shall remain in full force and effectequal or exceed four (4) times the Threshold Value.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Aggregate Initial Term Commitments shall terminate at 11:59 p.m., New York City time, on the Effective Date and (ii) the Initial Revolving Commitments shall 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 reduce, the Aggregate Commitments or the Letter of Credit Commitmentsany Class; provided that (i) each reduction of the Aggregate Commitments or the Letter of Credit Commitments 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 Aggregate 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 2.11, the sum aggregate Revolving Exposures attributable to the Revolving Commitments of the Credit Exposures such Class would exceed the Aggregate Commitments, (iii) the Borrower shall not terminate or reduce the Letter aggregate Revolving Commitments of Credit Commitments if the LC Exposure would exceed the Letter of Credit Commitments, as so reduced, (iv) the amount of the Letter of Credit Commitment of any Issuing Bank shall not be reduced to an amount which is less than the aggregate amount of LC Exposure in respect of all Letters of Credit issued or deemed issued by such Issuing Bank; and (v) the Aggregate Commitments shall not be reduced to an amount which is less than the aggregate amount of the Letter of Credit Commitments, unless the Letter of Credit Commitments are correspondingly reduced at the same timeClass. (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 Aggregate Commitments or the Letter of Credit Commitments under paragraph (b) of this Section 2.08 at least three one Business Days 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 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 of the Aggregate Revolving Commitments or the Letter of Credit Commitments any Class delivered by the any Co-Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or another eventthe receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or condition, 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 Aggregate Commitments or the Letter of Credit Commitments any Class shall be permanent; provided that nothing in this provision shall affect the Borrower’s ability to increase the Letter of Credit Commitments pursuant to Section 2.01(c)(iii). Each reduction of the Aggregate Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments, except as provided in clause (d) below. Each reduction of the Letter of Credit Commitments being made in conjunction with a reduction of the Aggregate Commitments pursuant to Section 2.09(b)(v) above shall be made ratably among the Issuing Banks in accordance with their respective Letter of Credit Commitments. (d) The Borrower may terminate the unused amount of the Commitment and Letter of Credit Commitment of a Defaulting Lender upon one Business Day’s prior notice to the Administrative Agent (which will promptly notify the Lenders thereof), provided that such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, the Issuing Banks or any Lender may have against such Defaulting Lender. (e) Notwithstanding the foregoing, all of the provisions of the Loan Documents which by their terms survive termination of the Commitments of the Borrower, including, without limitation, those provisions set forth in Section 9.06, shall survive and not be deemed terminated, but shall remain in full force and effectsuch Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, the Aggregate Commitments shall terminate on the Maturity Termination Date. (b) The Borrower may at any time terminate, or from time to time reduce, the Aggregate Commitments or the Letter of Credit Commitments; provided that (i) each reduction of the Aggregate Commitments or the Letter of Credit Commitments 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 Aggregate Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.11, 2.09 the sum of the Credit Exposures would exceed the Aggregate 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 not terminate or reduce simultaneously prepay all outstanding Loans from such Affected Lender hereunder, together with accrued interest thereon, accrued fees and all other amounts payable for the Letter account of Credit Commitments if the LC Exposure would exceed the Letter of Credit Commitmentssuch Affected Lender hereunder, as so reduced, and (ivii) the amount termination of the Letter of Credit such Affected Lender’s Commitment of any Issuing Bank shall not be reduced affect such Lender’s rights hereunder as to an amount which is less than the aggregate amount of LC Exposure in respect of all Letters of Credit issued or deemed issued by matters occurring prior to such Issuing Bank; and (v) the Aggregate Commitments shall not be reduced to an amount which is less than the aggregate amount of the Letter of Credit Commitments, unless the Letter of Credit Commitments are correspondingly reduced at the same timedate. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Aggregate Commitments or the Letter of Credit Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Aggregate Commitments or the Letter of Credit Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or another eventfacilities, 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 Aggregate Commitments or the Letter of Credit Commitments shall be permanent; provided that nothing in this provision shall affect , except to the Borrower’s ability to increase the Letter of Credit extent such Commitments are subsequently increased pursuant to Section 2.01(c)(iii)2.19. Each reduction of the Aggregate Commitments shall be made ratably among the Lenders in accordance with their respective Commitments, except as provided in clause (d) below. Each reduction the event of the Letter of Credit Commitments being made in conjunction with a reduction of the Aggregate Commitments an Affected Lender whose Commitment is terminated pursuant to Section 2.09(b)(vthe last sentence of paragraph (b) above shall be made ratably among the Issuing Banks of this Section, in accordance with their respective Letter of Credit Commitments. (d) The Borrower may terminate the unused amount of which case the Commitment and Letter of Credit Commitment of a Defaulting Lender upon one Business Day’s prior notice to the Administrative Agent (which will promptly notify the Lenders thereof), provided that such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, the Issuing Banks or any Affected Lender may have against such Defaulting Lender. (e) Notwithstanding the foregoing, all of the provisions of the Loan Documents which by their terms survive termination of be terminated without reducing the Commitments of the Borrower, including, without limitation, those provisions set forth in Section 9.06, shall survive and not be deemed terminated, but shall remain in full force and effectother Lenders.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Aggregate Tranche A Term Commitments shall automatically terminate at 5:00 p.m., New York City time, on the 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 Maturity 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 Aggregate Commitments or the Letter of Credit Commitmentsany Class; provided that (i) each partial reduction of the Aggregate Commitments or the Letter of Credit Commitments 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 Aggregate Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans or the Swingline Loans in accordance with Section 2.11, the sum of the Credit Exposures Aggregate Revolving Exposure would exceed the Aggregate Commitments, (iii) the Borrower shall not terminate or reduce the Letter of Credit Commitments if the LC Exposure would exceed the Letter of Credit Commitments, as so reduced, (iv) the amount of the Letter of Credit Commitment of any Issuing Bank shall not be reduced to an amount which is less than the aggregate amount of LC Exposure in respect of all Letters of Credit issued or deemed issued by such Issuing Bank; and (v) the Aggregate Commitments shall not be reduced to an amount which is less than the aggregate amount of the Letter of Credit Commitments, unless the Letter of Credit Commitments are correspondingly reduced at the same timeRevolving Commitment. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Aggregate Commitments or the Letter of Credit Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any 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 Aggregate Commitments or the Letter of Credit Revolving Commitments delivered by the Borrower under this paragraph may state that such notice is conditioned upon the effectiveness occurrence of other credit facilities one or another eventmore 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 Aggregate Commitments or the Letter of Credit Commitments any Class shall be permanent; provided that nothing in this provision shall affect the Borrower’s ability to increase the Letter of Credit Commitments pursuant to Section 2.01(c)(iii). Each reduction of the Aggregate Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments, except as provided in clause (d) below. Each reduction of the Letter of Credit Commitments being made in conjunction with a reduction of the Aggregate Commitments pursuant to Section 2.09(b)(v) above shall be made ratably among the Issuing Banks in accordance with their respective Letter of Credit Commitments. (d) The Borrower may terminate the unused amount of the Commitment and Letter of Credit Commitment of a Defaulting Lender upon one Business Day’s prior notice to the Administrative Agent (which will promptly notify the Lenders thereof), provided that such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, the Issuing Banks or any Lender may have against such Defaulting Lender. (e) Notwithstanding the foregoing, all of the provisions of the Loan Documents which by their terms survive termination of the Commitments of the Borrower, including, without limitation, those provisions set forth in Section 9.06, shall survive and not be deemed terminated, but shall remain in full force and effectsuch Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) Tranche A Commitments in the Aggregate aggregate principal amount of (x) $530,000,000 shall 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 terminate on the Revolving Maturity Date. (b) The Borrower may at any time time, without premium or penalty, terminate, or from time to time reduce, the Aggregate Commitments or the Letter of Credit Commitmentsany Class; provided that (i) each reduction of the Aggregate Commitments or the Letter of Credit Commitments 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 Aggregate Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.11, the sum of the Credit Revolving Exposures would exceed the Aggregate total Revolving Commitments, (iii) the Borrower shall not terminate or reduce the Letter of Credit Commitments if the LC Exposure would exceed the Letter of Credit Commitments, as so reduced, (iv) the amount of the Letter of Credit Commitment of any Issuing Bank shall not be reduced to an amount which is less than the aggregate amount of LC Exposure in respect of all Letters of Credit issued or deemed issued by such Issuing Bank; and (v) the Aggregate Commitments shall not be reduced to an amount which is less than the aggregate amount of the Letter of Credit Commitments, unless the Letter of Credit Commitments are correspondingly reduced at the same time. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Aggregate Commitments or the Letter of Credit Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Aggregate Commitments or the Letter of Credit Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or another eventfacilities, 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 Aggregate Commitments or the Letter of Credit Commitments any Class shall be permanent; provided that nothing in this provision shall affect the Borrower’s ability to increase the Letter of Credit Commitments pursuant to Section 2.01(c)(iii). Each reduction of the Aggregate Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments, except as provided in clause (d) below. Each reduction of the Letter of Credit Commitments being made in conjunction with a reduction of the Aggregate Commitments pursuant to Section 2.09(b)(v) above shall be made ratably among the Issuing Banks in accordance with their respective Letter of Credit Commitments. (d) The Borrower may terminate the unused amount of the Commitment and Letter of Credit Commitment of a Defaulting Lender upon one Business Day’s prior notice to the Administrative Agent (which will promptly notify the Lenders thereof), provided that such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, the Issuing Banks or any Lender may have against such Defaulting Lender. (e) Notwithstanding the foregoing, all of the provisions of the Loan Documents which by their terms survive termination of the Commitments of the Borrower, including, without limitation, those provisions set forth in Section 9.06, shall survive and not be deemed terminated, but shall remain in full force and effectsuch Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Aggregate Term Commitments shall terminate at 5:00 p.m., New York time, on the Term Commitment Termination Date and (ii) the Revolving Commitments shall terminate on the Revolving Maturity Date. (b) The Borrower may at any time terminate, or from time to time reduce, the Aggregate Commitments or the Letter of Credit Commitmentsany Class; provided that (i) each reduction of the Aggregate Commitments or the Letter of Credit Commitments 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 Aggregate Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.112.10, the sum of the Credit Revolving Exposures would exceed the Aggregate total Revolving Commitments. (c) If any prepayment of Term Borrowings is required pursuant to Section 2.10 but cannot be made because there are no Term Borrowings outstanding, (iii) the Borrower shall not terminate or reduce the Letter of Credit Commitments if the LC Exposure would exceed the Letter of Credit Commitments, as so reduced, (iv) because the amount of the Letter required prepayment exceeds the outstanding amount of Credit Commitment of any Issuing Bank Term Borrowings, then, on the date that such prepayment is required, the Revolving Commitments shall not be reduced to by an amount which is less than the aggregate amount of LC Exposure in respect of all Letters of Credit issued or deemed issued by such Issuing Bank; and (v) equal to the Aggregate Commitments shall not be reduced to an amount which is less than the aggregate amount of the Letter required prepayment, or the excess of Credit Commitmentssuch amount over the outstanding amount of Term Borrowings, unless as the Letter of Credit Commitments are correspondingly reduced at the same timecase may be. (cd) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Aggregate Commitments or the Letter of Credit Commitments under paragraph (b) of this Section Section, or any required reduction of the Revolving Commitments under paragraph (c) of this Section, at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Aggregate Commitments or the Letter of Credit Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or another eventfacilities, 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 Aggregate Commitments or the Letter of Credit Commitments any Class shall be permanent; provided that nothing in this provision shall affect the Borrower’s ability to increase the Letter of Credit Commitments pursuant to Section 2.01(c)(iii). Each reduction of the Aggregate Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments, except as provided in clause (d) below. Each reduction of the Letter of Credit Commitments being made in conjunction with a reduction of the Aggregate Commitments pursuant to Section 2.09(b)(v) above shall be made ratably among the Issuing Banks in accordance with their respective Letter of Credit Commitments. (d) The Borrower may terminate the unused amount of the Commitment and Letter of Credit Commitment of a Defaulting Lender upon one Business Day’s prior notice to the Administrative Agent (which will promptly notify the Lenders thereof), provided that such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, the Issuing Banks or any Lender may have against such Defaulting Lender. (e) Notwithstanding the foregoing, all of the provisions of the Loan Documents which by their terms survive termination of the Commitments of the Borrower, including, without limitation, those provisions set forth in Section 9.06, shall survive and not be deemed terminated, but shall remain in full force and effectsuch Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, the Aggregate Commitments shall for a Class of Loans will terminate on the Maturity DateDate for such Class of Loans. (b) The Borrower may at any time terminate, or from time to time reduce, the Aggregate Commitments or the Letter of Credit Commitments; provided that (i) each reduction of the Aggregate Commitments or the Letter of Credit Commitments 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 Aggregate Revolving Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.11Revolving Loans, the sum of the Credit Exposures would exceed the Aggregate Commitments, (iii) the Borrower shall not terminate or reduce the Letter of Credit Commitments if the LC total Revolving Exposure would exceed the Letter of Credit total Revolving Commitments, as so reduced, (iv) the amount of the Letter of Credit Commitment of any Issuing Bank shall not be reduced to an amount which is less than the aggregate amount of LC Exposure in respect of all Letters of Credit issued or deemed issued by such Issuing Bank; and (v) the Aggregate Commitments shall not be reduced to an amount which is less than the aggregate amount of the Letter of Credit Commitments, unless the Letter of Credit Commitments are correspondingly reduced at the same time. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Aggregate Commitments or the Letter of Credit any Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and by delivering a Commitment Termination Notice to the effective date thereofAdministrative Agent. Promptly and in no event later than one Business Day following receipt of any noticeCommitment Termination Notice, the Administrative Agent shall advise the Revolving Lenders and each Issuing Bank of the contents thereof. Each notice Commitment Termination Notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Aggregate Commitments or the Letter of Credit Commitments Commitment Termination Notice delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or another eventfacilities, in which case such notice Commitment Termination 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 Aggregate Commitments or the Letter of Credit Commitments any Class shall be permanent; provided that nothing in this provision shall affect the Borrower’s ability to increase the Letter of Credit Commitments pursuant to Section 2.01(c)(iii). Each reduction of the Aggregate Commitments of any Class shall be made ratably among the Lenders of such Class in accordance with their respective Commitments, except as provided in clause (d) below. Each reduction of the Letter of Credit Commitments being made in conjunction with a reduction of the Aggregate Commitments pursuant to Section 2.09(b)(v) above shall be made ratably among the Issuing Banks in accordance with their respective Letter of Credit Commitments. (d) The Borrower may terminate the unused amount of the Commitment and Letter of Credit Commitment of a Defaulting Lender upon one Business Day’s prior notice to the Administrative Agent (which will promptly notify the Lenders thereof), provided that such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, the Issuing Banks or any Lender may have against such Defaulting Lender. (e) Notwithstanding the foregoing, all of the provisions of the Loan Documents which by their terms survive termination of the Commitments of the Borrower, including, without limitation, those provisions set forth in Section 9.06, shall survive and not be deemed terminated, but shall remain in full force and effectsuch Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Aggregate Term Loan Commitments shall terminate at 5:00 p.m. (New York City time) on the Effective Date and (ii) 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 Aggregate Commitments or the Letter of Credit Revolving Commitments; provided that (i) each reduction of the Aggregate Commitments or the Letter of Credit Commitments 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 Aggregate Revolving Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.11Loans, (A) the sum of the Credit Exposures Aggregate Revolving Exposure would exceed the Aggregate Commitments, Revolving Commitment or (B) the Revolving Exposure of any Lender would exceed its Revolving Commitment and (iii) the Borrower shall not terminate or reduce the Letter of Credit Commitments if the LC Exposure would exceed the Letter of Credit Commitments, as so reduced, (iv) the amount of the Letter of Credit Commitment of any Issuing Bank shall not be reduced to an amount which is less than the aggregate amount of LC Exposure in respect of all Letters of Credit issued or deemed issued by such Issuing Bank; and (v) the Aggregate Revolving Commitments shall not be reduced to an amount which is less than the aggregate amount of the Letter of Credit Commitments, $1,000,000 unless the Letter of Credit Revolving Commitments are correspondingly reduced at the same timeterminated in full. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Aggregate Commitments or the Letter of Credit Revolving Commitments under paragraph (b) of this Section at least three two Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders 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 Aggregate Revolving Commitments or the Letter under paragraph (b) of Credit Commitments delivered by the Borrower this Section may state that such notice is conditioned upon the effectiveness occurrence of other credit facilities one or another eventmore 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 Aggregate Commitments or the Letter of Credit Revolving Commitments shall be permanent; provided that nothing in this provision shall affect the Borrower’s ability to increase the Letter of Credit Commitments pursuant to Section 2.01(c)(iii). Each reduction of the Aggregate Revolving Commitments shall be made ratably among the Lenders in accordance with their respective Commitments, except as provided in clause (d) below. Each reduction of the Letter of Credit Commitments being made in conjunction with a reduction of the Aggregate Commitments pursuant to Section 2.09(b)(v) above shall be made ratably among the Issuing Banks in accordance with their respective Letter of Credit Revolving Commitments. (d) The Borrower may terminate the unused amount of the Commitment and Letter of Credit Commitment of a Defaulting Lender upon one Business Day’s prior notice to the Administrative Agent (which will promptly notify the Lenders thereof), provided that such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, the Issuing Banks or any Lender may have against such Defaulting Lender. (e) Notwithstanding the foregoing, all of the provisions of the Loan Documents which by their terms survive termination of the Commitments of the Borrower, including, without limitation, those provisions set forth in Section 9.06, shall survive and not be deemed terminated, but shall remain in full force and effect.

Termination and Reduction of Commitments. (a) Unless previously terminated, the Aggregate Term B-1 Loan Commitments, Additional Term B-1 Commitments and Incremental Term B-1 Commitments shall terminate at 11:59 p.m., New York City time, on the Effective Date. The Revolving Commitments shall terminate at 11:59 p.m., New York City time, on the Revolving Maturity Date. (b) The Each Borrower may at any time terminate, or from time to time reduce, the Aggregate Commitments or the Letter of Credit Commitmentsany Class; provided that (i) each reduction of the Aggregate Commitments or the Letter of Credit Commitments 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 each Borrower shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans in accordance with Section 2.11, the sum of the Credit aggregate Revolving Exposures would exceed the Aggregate aggregate Revolving Commitments, (iii) the Borrower shall not terminate or reduce the Letter of Credit Commitments if the LC Exposure would exceed the Letter of Credit Commitments, as so reduced, (iv) the amount of the Letter of Credit Commitment of any Issuing Bank shall not be reduced to an amount which is less than the aggregate amount of LC Exposure in respect of all Letters of Credit issued or deemed issued by such Issuing Bank; and (v) the Aggregate Commitments shall not be reduced to an amount which is less than the aggregate amount of the Letter of Credit Commitments, unless the Letter of Credit Commitments are correspondingly reduced at the same time. (c) The Each Borrower shall notify the Administrative Agent of any election to terminate or reduce the Aggregate Commitments or the Letter of Credit Commitments under paragraph (b) of this Section at least three one Business Days 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 contents thereof. Each notice delivered by the such Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Aggregate Commitments or the Letter of Credit Revolving Commitments delivered by the such Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or another eventthe receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or condition, 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 datedate of termination) if such condition is not satisfied. Any termination or reduction of the Aggregate Commitments or the Letter of Credit Commitments any Class shall be permanent; provided that nothing in this provision shall affect the Borrower’s ability to increase the Letter of Credit Commitments pursuant to Section 2.01(c)(iii). Each reduction of the Aggregate Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments, except as Commitments of such Class; provided in clause (d) below. Each reduction of the Letter of Credit Commitments being made in conjunction with a reduction of the Aggregate Commitments pursuant to Section 2.09(b)(v) above shall be made ratably among the Issuing Banks in accordance with their respective Letter of Credit Commitments. (d) The Borrower that Holdings may terminate the unused amount Commitments of the Commitment and Letter of Credit Commitment of any Defaulting Lending on a Defaulting Lender non-pro rata basis upon one Business Day’s prior notice to the Administrative Agent (which will promptly notify the Lenders thereof), provided that such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, the Issuing Banks or any Lender may have against such Defaulting Lender. (e) Notwithstanding the foregoing, all of the provisions of the Loan Documents which by their terms survive termination of the Commitments of the Borrower, including, without limitation, those provisions set forth in Section 9.06, shall survive and not be deemed terminated, but shall remain in full force and effect.

Termination and Reduction of Commitments. (a) Unless previously terminated, the Aggregate Revolving Facility Commitments of each Class shall automatically and permanently terminate on the applicable Revolving Facility Maturity Date for such Class, including for the avoidance of doubt, on the Revolving Facility Outside Date to the extent that the Spinoff Date has not occurred on or prior to 11:59 p.m. (New York City time) on the Revolving Facility Outside Date. All outstanding Initial Term A Loan Commitments shall (x) be reduced immediately and without further action upon each Borrowing of Initial Term A Loans on a dollar-for-dollar basis by the amount of such Borrowing and (y) automatically terminate at the earlier of 11:59 p.m. (New York City time) on the Initial Term A Facility Outside Date and the consummation of the Spinoff on the Spinoff Date, whether or not the full amount of available Initial Term A Loan Commitments have been funded. (b) The Borrower Representative may at any time terminate, or from time to time reduce, the Aggregate Commitments or the Letter of Credit Commitmentsany Class; provided provided, that (i) each reduction of the Aggregate Commitments or the Letter of Credit Commitments 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 Commitments of such Class) and (ii) the Borrower Representative shall not terminate or reduce the Aggregate Revolving Facility Commitments of any Class if, after giving effect to any concurrent prepayment of the Revolving Facility Loans in accordance with Section 2.112.11 and any Cash Collateralization of Letters of Credit in accordance with Section 2.05(j) or (k), as applicable, the sum Revolving Facility Credit Exposure of such Class (excluding any Cash Collateralized Letter of Credit, to the Credit Exposures extent so Cash Collateralized) would exceed the Aggregate Commitments, (iii) the Borrower shall not terminate or reduce the Letter total Revolving Facility Commitments of Credit Commitments if the LC Exposure would exceed the Letter of Credit Commitments, as so reduced, (iv) the amount of the Letter of Credit Commitment of any Issuing Bank shall not be reduced to an amount which is less than the aggregate amount of LC Exposure in respect of all Letters of Credit issued or deemed issued by such Issuing Bank; and (v) the Aggregate Commitments shall not be reduced to an amount which is less than the aggregate amount of the Letter of Credit Commitments, unless the Letter of Credit Commitments are correspondingly reduced at the same timeClass. (c) The Borrower Representative shall notify the Administrative Agent of any election to terminate or reduce the Aggregate Commitments or the Letter of Credit Commitments any Class under paragraph (b) of this Section 2.08 at least three (3) Business 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 notice, the Administrative Agent shall advise the applicable Lenders of the contents thereof. Each notice delivered by the Borrower Representative pursuant to this Section 2.08 shall be irrevocable; provided provided, that a notice of termination or reduction of the Aggregate Commitments or the Letter of Credit Commitments any Class delivered by the Borrower Representative may state that such notice is conditioned upon the effectiveness of other credit facilities facilities, indentures or another eventsimilar agreements or other transactions, 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 Aggregate Commitments or the Letter of Credit Commitments shall be permanent; provided that nothing in this provision shall affect the Borrower’s ability to increase the Letter of Credit Commitments pursuant to Section 2.01(c)(iii). Each reduction of the Aggregate Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments, except as provided in clause (d) below. Each reduction of the Letter of Credit Commitments being made in conjunction with a reduction of the Aggregate Commitments pursuant to Section 2.09(b)(v) above shall be made ratably among the Issuing Banks in accordance with their respective Letter of Credit Commitments. (d) The Borrower may terminate the unused amount of the Commitment and Letter of Credit Commitment of a Defaulting Lender upon one Business Day’s prior notice to the Administrative Agent (which will promptly notify the Lenders thereof), provided that such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, the Issuing Banks or any Lender may have against such Defaulting Lender. (e) Notwithstanding the foregoing, all of the provisions of the Loan Documents which by their terms survive termination of the Commitments of the Borrower, including, without limitation, those provisions set forth in Section 9.06, shall survive and not be deemed terminated, but shall remain in full force and effectsuch Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Aggregate Tranche A Commitments and Tranche B Commitments shall terminate at 5:00 p.m., New York City time, on the Effective Date and (ii) the Revolving Commitments shall terminate on the Revolving Maturity Date. (b) The Parent Borrower may at any time terminate, or from time to time reduce, the Aggregate Commitments or the Letter of Credit Commitments; any Class, provided that (i) each reduction of the Aggregate Commitments or the Letter of Credit Commitments 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 Parent Borrower shall not terminate or reduce (A) the Aggregate Domestic Revolving Commitments if, after giving effect to any concurrent prepayment of the Domestic Revolving Loans in accordance with Section 2.11, the sum of the Credit Domestic Revolving Exposures would exceed the Aggregate Commitments, total Domestic Revolving Commitments or (iiiB) the Borrower shall not terminate or reduce Multicurrency Revolving Commitments if, after giving effect to any concurrent prepayment of the Letter Multicurrency Revolving Loans in accordance with Section 2.11, the sum of Credit Commitments if the LC Exposure Multicurrency Revolving Exposures would exceed the Letter of Credit total Multicurrency Revolving Commitments, as so reduced, (iv) the amount of the Letter of Credit Commitment of any Issuing Bank shall not be reduced to an amount which is less than the aggregate amount of LC Exposure in respect of all Letters of Credit issued or deemed issued by such Issuing Bank; and (v) the Aggregate Commitments shall not be reduced to an amount which is less than the aggregate amount of the Letter of Credit Commitments, unless the Letter of Credit Commitments are correspondingly reduced at the same time. (c) The Parent Borrower shall notify the Administrative Agent of any election to terminate or reduce the Aggregate Commitments or the Letter of Credit Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Parent Borrower pursuant to this Section shall be irrevocable; , provided that a notice of termination of the Aggregate Commitments or the Letter of Credit Revolving Commitments delivered by the Parent Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or another eventfacilities, 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 Aggregate Commitments or the Letter of Credit Commitments any Class shall be permanent; provided that nothing in this provision shall affect the Borrower’s ability to increase the Letter of Credit Commitments pursuant to Section 2.01(c)(iii). Each reduction of the Aggregate Commitments of any 51 45 Class shall be made ratably among the Lenders in accordance with their respective Commitments, except as provided in clause (d) below. Each reduction of the Letter of Credit Commitments being made in conjunction with a reduction of the Aggregate Commitments pursuant to Section 2.09(b)(v) above shall be made ratably among the Issuing Banks in accordance with their respective Letter of Credit Commitments. (d) The Borrower may terminate the unused amount of the Commitment and Letter of Credit Commitment of a Defaulting Lender upon one Business Day’s prior notice to the Administrative Agent (which will promptly notify the Lenders thereof), provided that such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, the Issuing Banks or any Lender may have against such Defaulting Lender. (e) Notwithstanding the foregoing, all of the provisions of the Loan Documents which by their terms survive termination of the Commitments of the Borrower, including, without limitation, those provisions set forth in Section 9.06, shall survive and not be deemed terminated, but shall remain in full force and effectsuch Class.

Termination and Reduction of Commitments. (a) Unless previously terminatedterminated pursuant to the terms of this Agreement, the Aggregate Commitments shall terminate on the Maturity DateDate (as it may be extended with respect to some or all of the Commitments pursuant to Section 2.21); provided, however, that the Commitments shall terminate on March 29, 2013 at 11:59 p.m., New York City time if the Closing Date shall not have occurred on or before such time. (b) The Borrower may at any time terminate, or from time to time reduce, the Aggregate Commitments or the Letter of Credit Commitments; provided that (i) each reduction of the Aggregate Commitments or the Letter of Credit Commitments shall be in an amount that is an integral multiple of $1,000,000 5,000,000 and not less than $5,000,000, 20,000,000 and (ii) the Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.112.10, the sum of the Total Revolving Credit Exposures Exposure would exceed the Aggregate Commitments, (iii) the Borrower shall not terminate or reduce the Letter of Credit Commitments if the LC Exposure would exceed the Letter of Credit Commitments, as so reduced, (iv) the amount of the Letter of Credit Commitment of any Issuing Bank shall not be reduced to an amount which is less than the aggregate amount of LC Exposure in respect of all Letters of Credit issued or deemed issued by such Issuing Bank; and (v) the Aggregate Commitments shall not be reduced to an amount which is less than the aggregate amount of the Letter of Credit Commitments, unless the Letter of Credit Commitments are correspondingly reduced at the same timea result thereof. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Aggregate Commitments or the Letter of Credit Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Aggregate Commitments or the Letter of Credit Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or another eventthe closing of one or more securities offerings, 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 Aggregate Commitments or the Letter of Credit Commitments shall be permanent; provided that nothing in this provision shall affect the Borrower’s ability to increase the Letter of Credit Commitments pursuant to Section 2.01(c)(iii). Each reduction of the Aggregate Commitments shall be made ratably among the Lenders in accordance with their respective Commitments, except as provided in clause (d) below. Each reduction of the Letter of Credit Commitments being made in conjunction with a reduction of the Aggregate Commitments pursuant to Section 2.09(b)(v) above shall be made ratably among the Issuing Banks in accordance with their respective Letter of Credit Commitments. (d) The Borrower may terminate the unused amount of the Commitment and Letter of Credit Commitment of a Defaulting Lender upon one Business Day’s prior notice to the Administrative Agent (which will promptly notify the Lenders thereof), provided that such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, the Issuing Banks or any Lender may have against such Defaulting Lender. (e) Notwithstanding the foregoing, all of the provisions of the Loan Documents which by their terms survive termination of the Commitments of the Borrower, including, without limitation, those provisions set forth in Section 9.06, shall survive and not be deemed terminated, but shall remain in full force and effect.

Termination and Reduction of Commitments. (a) Unless previously terminated, the Aggregate Commitments shall terminate on the Maturity Date. (ba) The Borrower may at any time terminate, or from time to time reduce, the Aggregate Commitments or the Letter of Credit Commitmentswithout penalty; provided that (i) each reduction of the Aggregate Commitments or the Letter of Credit Commitments 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 Aggregate Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.112.08, (x) the sum of the Dollar Tranche Revolving Credit Exposures would exceed the Aggregate Commitments, total Dollar Tranche Commitments or (iiiy) the Borrower shall not terminate or reduce sum of the Letter of Multi-Currency Tranche Revolving Credit Commitments if the LC Exposure Exposures would exceed the Letter of Credit total Multi-Currency Tranche Commitments, as so reduced, (iv) the amount of the Letter of Credit Commitment of any Issuing Bank shall not be reduced to an amount which is less than the aggregate amount of LC Exposure in respect of all Letters of Credit issued or deemed issued by such Issuing Bank; and (v) the Aggregate Commitments shall not be reduced to an amount which is less than the aggregate amount of the Letter of Credit Commitments, unless the Letter of Credit Commitments are correspondingly reduced at the same time. (cb) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Aggregate Commitments or the Letter of Credit Commitments under paragraph (ba) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Aggregate Commitments or the Letter of Credit Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or another eventfacilities, 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 Aggregate Commitments or the Letter of Credit Commitments shall be permanent; provided that nothing in this provision shall affect the Borrower’s ability to increase the Letter of Credit Commitments pursuant to Section 2.01(c)(iii). Each reduction of the Aggregate Dollar Tranche Commitments shall be made ratably among the Dollar Tranche Lenders in accordance with their respective Commitments, except as provided in clause (d) below. Each Dollar Tranche Commitments and each reduction of the Letter of Credit Multi-Currency Tranche Commitments being made in conjunction with a reduction of the Aggregate Commitments pursuant to Section 2.09(b)(v) above shall be made ratably among the Issuing Banks Multi-Currency Tranche Lenders in accordance with their respective Letter of Credit Multi-Currency Tranche Commitments. (d) The Borrower may terminate the unused amount of the Commitment and Letter of Credit Commitment of a Defaulting Lender upon one Business Day’s prior notice to the Administrative Agent (which will promptly notify the Lenders thereof), provided that such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, the Issuing Banks or any Lender may have against such Defaulting Lender. (e) Notwithstanding the foregoing, all of the provisions of the Loan Documents which by their terms survive termination of the Commitments of the Borrower, including, without limitation, those provisions set forth in Section 9.06, shall survive and not be deemed terminated, but shall remain in full force and effect.

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 Aggregate 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 termination of the Revolving Credit Commitments and (ii) the 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 initial Credit Event shall not 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 Aggregate Revolving Credit Commitments or the Letter of Credit CommitmentsSwingline Commitment; provided that (i) each partial reduction of the Aggregate Commitments or the Letter of 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, (ii) the Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect to any concurrent prepayment each partial reduction of the Loans Swingline Commitment shall be in accordance with Section 2.11, the sum an integral multiple of the Credit Exposures would exceed the Aggregate Commitments$250,000 and in a minimum amount of $1,000,000, (iii) the Borrower shall not terminate or reduce the Letter of Credit Commitments if the LC Exposure would exceed the Letter of Credit Commitments, as so reduced, (iv) the amount of the Letter of Total Revolving Credit Commitment of any Issuing Bank shall not be reduced to an amount which that is less than the aggregate amount of LC Aggregate Revolving Credit Exposure in respect of all Letters of Credit issued or deemed issued by such Issuing Bank; at the time and (viv) the Aggregate Commitments shall not be reduced to an amount which is less than the aggregate amount of the Letter of Credit Commitments, unless the Letter of Credit Commitments are correspondingly reduced at the same time. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Aggregate Commitments or the Letter of Credit Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each reduction notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Aggregate Commitments or the Letter of Credit Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or another eventfacilities, 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 . (c) Each reduction of in the Aggregate Term Loan Commitments or the Letter of Revolving Credit Commitments shall be permanent; provided that nothing in this provision shall affect the Borrower’s ability to increase the Letter of Credit Commitments pursuant to Section 2.01(c)(iii). Each reduction of the Aggregate Commitments hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments, except as provided in clause (d) below. Each reduction of the Letter of Credit Commitments being made in conjunction with a reduction of the Aggregate Commitments pursuant to Section 2.09(b)(v) above shall be made ratably among the Issuing Banks in accordance with their respective Letter of Credit Commitments. (d) The Borrower may terminate the unused amount of the Commitment and Letter of Credit Commitment of a Defaulting Lender upon one Business Day’s prior notice shall pay to the Administrative Agent (which will promptly notify for the Lenders thereof)account of the applicable Lenders, provided that on the date of each termination or reduction, the Commitment Fees on the amount of the Revolving Credit Commitments so terminated or reduced accrued to but excluding the date of such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, the Issuing Banks or any Lender may have against such Defaulting Lenderreduction. (e) Notwithstanding the foregoing, all of the provisions of the Loan Documents which by their terms survive termination of the Commitments of the Borrower, including, without limitation, those provisions set forth in Section 9.06, shall survive and not be deemed terminated, but shall remain in full force and effect.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) each of the Aggregate Revolving Commitments and the Tranche A Term Commitments shall automatically terminate at 5:00 p.m., New York City time, on September 30, 2013, if the Effective Date 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 Aggregate Commitments or the Letter of Credit Commitmentsany Class; provided that (i) each reduction of the Aggregate Commitments or the Letter of Credit Commitments 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 Aggregate Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans, Swingline Loans or Protective Advances in accordance with Section 2.112.12, (A) the sum of the Credit Exposures Aggregate Revolving Total Exposure would exceed the Aggregate Commitments, (iii) the Borrower shall not terminate or reduce the Letter of Credit Commitments if the LC Exposure would exceed the Letter of Credit Commitments, as so reduced, (iv) the amount of the Letter of Credit Commitment of any Issuing Bank shall not be reduced to an amount which is less than the aggregate amount of LC Exposure in respect of all Letters of Credit issued or deemed issued by such Issuing Bank; and (v) the Aggregate Commitments shall not be reduced to an amount which is less than the aggregate amount of the Letter of Credit Commitments, unless the Letter of Credit Commitments are correspondingly reduced at the same timeRevolving Commitment. (c) The Borrower Company shall notify the Administrative Agent of any election to terminate or reduce the Aggregate Commitments or the Letter of Credit Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any 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 Aggregate Revolving Commitments or the Letter under paragraph (b) of Credit Commitments delivered by the Borrower this Section may state that such notice is conditioned upon the effectiveness occurrence of other credit facilities one or another eventmore 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 Aggregate Commitments or the Letter of Credit Commitments any Class shall be permanent; provided that nothing in this provision shall affect the Borrower’s ability to increase the Letter of Credit Commitments pursuant to Section 2.01(c)(iii). Each reduction of the Aggregate Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments, except as provided in clause (d) below. Each reduction of the Letter of Credit Commitments being made in conjunction with a reduction of the Aggregate Commitments pursuant to Section 2.09(b)(v) above shall be made ratably among the Issuing Banks in accordance with their respective Letter of Credit Commitments. (d) The Borrower may terminate the unused amount of the Commitment and Letter of Credit Commitment of a Defaulting Lender upon one Business Day’s prior notice to the Administrative Agent (which will promptly notify the Lenders thereof), provided that such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, the Issuing Banks or any Lender may have against such Defaulting Lender. (e) Notwithstanding the foregoing, all of the provisions of the Loan Documents which by their terms survive termination of the Commitments of the Borrower, including, without limitation, those provisions set forth in Section 9.06, shall survive and not be deemed terminated, but shall remain in full force and effectsuch Class.

Termination and Reduction of Commitments. (a) Unless previously terminatedThe Term Loan Commitments shall automatically terminate at 5:00 p.m., New York City time, on the Third Amendment Effectiveness Date. The Revolving Commitments, the Aggregate Commitments Swingline Commitment and the LC Commitment shall automatically terminate on the Revolving Maturity Date. (b) The At its option, the applicable Borrower may at any time terminate, or from time to time permanently reduce, the Aggregate Commitments or the Letter of Credit Commitmentsany Class; provided that (i) each reduction of the Aggregate Commitments or the Letter of Credit Commitments any Class shall be in an amount that is an integral multiple of $1,000,000 1.0 million and not less than $5,000,000, 5.0 million and (ii) the Borrower Revolving Commitments shall not terminate be terminated or reduce the Aggregate Commitments reduced if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.112.10, the sum aggregate amount of the Credit Revolving Exposures would exceed the Aggregate Commitments, (iii) the Borrower shall not terminate or reduce the Letter of Credit Commitments if the LC Exposure would exceed the Letter of Credit Commitments, as so reduced, (iv) the amount of the Letter of Credit Commitment of any Issuing Bank shall not be reduced to an amount which is less than the aggregate amount of LC Exposure in respect of all Letters of Credit issued or deemed issued by such Issuing Bank; and (v) the Aggregate Commitments shall not be reduced to an amount which is less than the aggregate amount of the Letter of Credit Revolving Commitments, unless the Letter of Credit Commitments are correspondingly reduced at the same time. (c) The applicable Borrower shall notify the Administrative Agent in writing of any election to terminate or reduce the Aggregate Commitments or the Letter of Credit Commitments under paragraph (bSection 2.07(b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the a Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Aggregate Commitments or the Letter of Credit Commitments delivered by the a Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or another eventfacilities, in which case such notice may be revoked by the a 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 Aggregate Commitments or the Letter of Credit Commitments any Class shall be permanent; provided that nothing in this provision shall affect the Borrower’s ability to increase the Letter of Credit Commitments pursuant to Section 2.01(c)(iii). Each reduction of the Aggregate Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments, except as provided in clause (d) below. Each reduction Commitments of the Letter of Credit Commitments being made in conjunction with a reduction of the Aggregate Commitments pursuant to Section 2.09(b)(v) above shall be made ratably among the Issuing Banks in accordance with their respective Letter of Credit Commitmentssuch Class. (d) The Borrower may terminate LC Commitment shall automatically be reduced on a dollar for dollar basis by the unused face amount of the Commitment letters of credit terminated in connection with any Permitted Sale and Letter of Credit Commitment of a Defaulting Lender upon Leaseback Transaction one Business Day’s prior notice to Day after the Administrative Agent (which will promptly notify the Lenders thereof), receipt of such proceeds; provided that such termination will the LC Commitment shall not be deemed reduced below $20.0 million pursuant to be a waiver or release of any claim the Borrower, the Administrative Agent, the Issuing Banks or any Lender may have against such Defaulting Lenderthis Section 2.07(d). (e) Notwithstanding the foregoing, all of the provisions of the Loan Documents which by their terms survive termination of the Commitments of the Borrower, including, without limitation, those provisions set forth in Section 9.06, shall survive and not be deemed terminated, but shall remain in full force and effect.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Aggregate Tranche A Commitments shall terminate at 5:00 p.m., New York City time, on the Effective Date, (ii) the Tranche B Commitments shall terminate at 5:00 p.m., New York City time, on the Effective Date and (iii) the Revolving Commitments shall terminate at the start of the Revolving Maturity Date. (b) The Borrower may at any time terminate, or from time to time reduce, the Aggregate Commitments or the Letter of Credit Commitments; any Class, provided that (i) each reduction of the Aggregate Commitments or the Letter of Credit Commitments 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 Aggregate Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.11, the sum of the Credit aggregate Revolving Exposures would exceed the Aggregate aggregate Revolving Commitments, (iii) the Borrower shall not terminate or reduce the Letter of Credit Commitments if the LC Exposure would exceed the Letter of Credit Commitments, as so reduced, (iv) the amount of the Letter of Credit Commitment of any Issuing Bank shall not be reduced to an amount which is less than the aggregate amount of LC Exposure in respect of all Letters of Credit issued or deemed issued by such Issuing Bank; and (v) the Aggregate Commitments shall not be reduced to an amount which is less than the aggregate amount of the Letter of Credit Commitments, unless the Letter of Credit Commitments are correspondingly reduced at the same time. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Aggregate Commitments or the Letter of Credit Commitments under paragraph (bSection 2.08(b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section 2.08 shall be irrevocable; , provided that a notice of termination of the Aggregate Commitments or the Letter of Credit Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or another the consummation of any other event, 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 Aggregate Commitments or the Letter of Credit Commitments any Class shall be permanent; provided that nothing in this provision shall affect the Borrower’s ability to increase the Letter of Credit Commitments pursuant to Section 2.01(c)(iii). Each reduction of the Aggregate Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments, except as provided in clause (d) below. Each reduction of the Letter of Credit Commitments being made in conjunction with a reduction of the Aggregate Commitments pursuant to Section 2.09(b)(v) above shall be made ratably among the Issuing Banks in accordance with their respective Letter of Credit Commitments. (d) The Borrower may terminate the unused amount of the Commitment and Letter of Credit Commitment of a Defaulting Lender upon one Business Day’s prior notice to the Administrative Agent (which will promptly notify the Lenders thereof), provided that such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, the Issuing Banks or any Lender may have against such Defaulting Lender. (e) Notwithstanding the foregoing, all of the provisions of the Loan Documents which by their terms survive termination of the Commitments of the Borrower, including, without limitation, those provisions set forth in Section 9.06, shall survive and not be deemed terminated, but shall remain in full force and effectsuch Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Aggregate Tranche B Term Commitments shall automatically terminate at 5:00 p.m., New York City time, on the 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 Aggregate Commitments or the Letter of Credit Commitmentsany Class; provided that (i) each reduction of the Aggregate Commitments or the Letter of Credit Commitments 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 Aggregate Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans in accordance with Section 2.11, the sum of the Credit Exposures Aggregate Revolving Exposure would exceed the Aggregate Commitments, (iii) the Borrower shall not terminate or reduce the Letter of Credit Commitments if the LC Exposure would exceed the Letter of Credit Commitments, as so reduced, (iv) the amount of the Letter of Credit Commitment of any Issuing Bank shall not be reduced to an amount which is less than the aggregate amount of LC Exposure in respect of all Letters of Credit issued or deemed issued by such Issuing Bank; and (v) the Aggregate Commitments shall not be reduced to an amount which is less than the aggregate amount of the Letter of Credit Commitments, unless the Letter of Credit Commitments are correspondingly reduced at the same timeRevolving Commitment. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Aggregate Commitments or the Letter of Credit Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any 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 Aggregate Revolving Commitments or the Letter under paragraph (b) of Credit Commitments delivered by the Borrower this Section may state that such notice is conditioned upon the consummation of an acquisition or sale transaction or upon the effectiveness of other credit facilities or another eventthe 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 Aggregate Commitments or the Letter of Credit Commitments any Class shall be permanent; provided that nothing in this provision shall affect the Borrower’s ability to increase the Letter of Credit Commitments pursuant to Section 2.01(c)(iii). Each reduction of the Aggregate Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments, except as provided in clause (d) below. Each reduction of the Letter of Credit Commitments being made in conjunction with a reduction of the Aggregate Commitments pursuant to Section 2.09(b)(v) above shall be made ratably among the Issuing Banks in accordance with their respective Letter of Credit Commitments. (d) The Borrower may terminate the unused amount of the Commitment and Letter of Credit Commitment of a Defaulting Lender upon one Business Day’s prior notice to the Administrative Agent (which will promptly notify the Lenders thereof), provided that such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, the Issuing Banks or any Lender may have against such Defaulting Lender. (e) Notwithstanding the foregoing, all of the provisions of the Loan Documents which by their terms survive termination of the Commitments of the Borrower, including, without limitation, those provisions set forth in Section 9.06, shall survive and not be deemed terminated, but shall remain in full force and effectsuch Class.

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 Aggregate 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 termination of the Revolving Credit Commitments and (ii) the 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 initial Credit Event shall not 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 Aggregate Revolving Credit Commitments or the Letter of Credit CommitmentsSwingline Commitment; provided that (i) each partial reduction of the Aggregate Commitments or the Letter of 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, (ii) the Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect to any concurrent prepayment each partial reduction of the Loans Swingline Commitment shall be in accordance with Section 2.11, the sum an integral multiple of the Credit Exposures would exceed the Aggregate Commitments$250,000 and in a minimum amount of $1,000,000, (iii) the Borrower shall not terminate or reduce the Letter of Credit Commitments if the LC Exposure would exceed the Letter of Credit Commitments, as so reduced, (iv) the amount of the Letter of Total Revolving Credit Commitment of any Issuing Bank shall not be reduced to an amount which that is less than the aggregate amount of LC Aggregate Revolving Credit Exposure in respect of all Letters of Credit issued or deemed issued by such Issuing Bank; at the time and (viv) the Aggregate Commitments shall not be reduced to an amount which is less than the aggregate amount of the Letter of Credit Commitments, unless the Letter of Credit Commitments are correspondingly reduced at the same time. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Aggregate Commitments or the Letter of Credit Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each reduction notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Aggregate Commitments or the Letter of Credit Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or another eventfacilities, 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 . (c) Each reduction of in the Aggregate Term Loan Commitments or the Letter of Revolving Credit Commitments shall be permanent; provided that nothing in this provision shall affect the Borrower’s ability to increase the Letter of Credit Commitments pursuant to Section 2.01(c)(iii). Each reduction of the Aggregate Commitments hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments, except as provided in clause (d) below. Each reduction The Borrower shall pay to the Administrative Agent for the account of the Letter applicable Lenders, on the date of each termination or reduction, the Commitment Fees on the amount of the Revolving Credit Commitments being made in conjunction with a reduction so terminated or reduced accrued to but excluding the date of the Aggregate Commitments pursuant to Section 2.09(b)(v) above shall be made ratably among the Issuing Banks in accordance with their respective Letter of Credit Commitmentssuch termination or reduction. (d) The Borrower may Tranche B Commitments shall automatically terminate upon the unused amount funding of the Commitment and Letter of Credit Commitment of a Defaulting Lender upon one Business Day’s prior notice to the Administrative Agent (which will promptly notify the Lenders thereof), provided that such termination will not be deemed Tranche B Term Loans to be a waiver or release of any claim made on the Borrower, the Administrative Agent, the Issuing Banks or any Lender may have against such Defaulting LenderAmendment No. 1 Effective Date. (e) Notwithstanding The Tranche B-2 Commitments shall automatically terminate upon the foregoing, all funding of the provisions of Tranche B-2 Term Loans to be made on the Loan Documents which by their terms survive termination of the Commitments of the Borrower, including, without limitation, those provisions set forth in Section 9.06, shall survive and not be deemed terminated, but shall remain in full force and effectAmendment No. 2 Effective Date.

Termination and Reduction of Commitments. (a) Unless previously terminated, The Revolving Credit Commitments and the Aggregate Commitments Swing Line Commitment shall automatically terminate on the Maturity Date. Notwithstanding the foregoing, all the Commitments shall automatically terminate at 5:00 p.m., New York City time, on October 30, 2013 if the closing of this Agreement shall not have occurred by such time. (b) The Upon at least three (3) Business Days’ prior irrevocable written or fax notice to the Administrative Agent or such shorter time period as the Administrative Agent may agree in its sole discretion, the Borrower may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Aggregate Revolving Credit Commitments or the Letter of Credit CommitmentsSwing Line Commitment; provided provided, however, that (i) each partial reduction of the Aggregate Commitments or the Letter of 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 $5,000,0001,000,000, (ii) the Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect to any concurrent prepayment each partial reduction of the Loans Swing Line Commitment shall be in accordance with Section 2.11, the sum an integral multiple of the Credit Exposures would exceed the Aggregate Commitments, $250,000 and in a minimum amount of $1,000,000 and (iii) the Borrower shall not terminate or reduce the Letter of Credit Commitments if the LC Exposure would exceed the Letter of Credit Commitments, as so reduced, (iv) the amount of the Letter of Total Revolving Credit Commitment of any Issuing Bank shall not be reduced to an amount which that is less than the aggregate amount of LC Aggregate Revolving Credit Exposure in respect of all Letters of Credit issued or deemed issued by such Issuing Bank; and (v) the Aggregate Commitments shall not be reduced to an amount which is less than the aggregate amount of the Letter of Credit Commitments, unless the Letter of Credit Commitments are correspondingly reduced at the same time. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Aggregate Commitments or the Letter of Credit Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided further, that a notice of permanent termination of the Aggregate Commitments or the Letter of Credit Commitments delivered by the Borrower may state that such notice is conditioned conditional upon the effectiveness of other credit facilities or another eventthe receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or condition, in which case such notice of permanent termination may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective datedate of permanent reduction) if such condition is not satisfied. Any termination or . (c) Each reduction of in the Aggregate Commitments or the Letter of Revolving Credit Commitments shall be permanent; provided that nothing in this provision shall affect the Borrower’s ability to increase the Letter of Credit Commitments pursuant to Section 2.01(c)(iii). Each reduction of the Aggregate Commitments hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments, except as provided in clause (d) below. Each reduction of the Letter of Credit Commitments being made in conjunction with a reduction of the Aggregate Commitments pursuant to Section 2.09(b)(v) above shall be made ratably among the Issuing Banks in accordance with their respective Letter of Credit Commitments. (d) The Borrower may terminate the unused amount of the Commitment and Letter of Credit Commitment of a Defaulting Lender upon one Business Day’s prior notice shall pay to the Administrative Agent (which will promptly notify for the Lenders thereof)account of the applicable Lenders, provided that such on the date of each termination will not be deemed to be a waiver or release of any claim the Borrowerreduction, the Administrative Agent, Commitment Fees on the Issuing Banks or any Lender may have against such Defaulting Lender. (e) Notwithstanding the foregoing, all of the provisions of the Loan Documents which by their terms survive termination amount of the Commitments so terminated or reduced accrued to but excluding the date of the Borrower, including, without limitation, those provisions set forth in Section 9.06, shall survive and not be deemed terminated, but shall remain in full force and effectsuch termination or reduction.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Aggregate Tranche A Commitments shall terminate at 5:00 p.m., New York City time, on the Effective Date, (ii) the Tranche B Commitments shall terminate at 5:00 p.m., New York City time, on the Effective Date and (iii) the Revolving Commitments shall terminate on the Revolving Maturity Date. (b) The Borrower may at any time time, without premium or penalty, terminate, or from time to time reduce, the Aggregate Commitments or the Letter of Credit Commitmentsany Class; provided that (i) each reduction of the Aggregate Commitments or the Letter of Credit Commitments 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 Aggregate Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.11, the sum of the Credit Revolving Exposures would exceed the Aggregate total Revolving Commitments, (iii) the Borrower shall not terminate or reduce the Letter of Credit Commitments if the LC Exposure would exceed the Letter of Credit Commitments, as so reduced, (iv) the amount of the Letter of Credit Commitment of any Issuing Bank shall not be reduced to an amount which is less than the aggregate amount of LC Exposure in respect of all Letters of Credit issued or deemed issued by such Issuing Bank; and (v) the Aggregate Commitments shall not be reduced to an amount which is less than the aggregate amount of the Letter of Credit Commitments, unless the Letter of Credit Commitments are correspondingly reduced at the same time. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Aggregate Commitments or the Letter of Credit Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Aggregate Commitments or the Letter of Credit Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or another eventfacilities, 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 Aggregate Commitments or the Letter of Credit Commitments any Class shall be permanent; provided that nothing in this provision shall affect the Borrower’s ability to increase the Letter of Credit Commitments pursuant to Section 2.01(c)(iii). Each reduction of the Aggregate Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments, except as provided in clause (d) below. Each reduction of the Letter of Credit Commitments being made in conjunction with a reduction of the Aggregate Commitments pursuant to Section 2.09(b)(v) above shall be made ratably among the Issuing Banks in accordance with their respective Letter of Credit Commitments. (d) The Borrower may terminate the unused amount of the Commitment and Letter of Credit Commitment of a Defaulting Lender upon one Business Day’s prior notice to the Administrative Agent (which will promptly notify the Lenders thereof), provided that such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, the Issuing Banks or any Lender may have against such Defaulting Lender. (e) Notwithstanding the foregoing, all of the provisions of the Loan Documents which by their terms survive termination of the Commitments of the Borrower, including, without limitation, those provisions set forth in Section 9.06, shall survive and not be deemed terminated, but shall remain in full force and effectsuch Class.

Termination and Reduction of Commitments. (a) Unless previously terminatedterminated in accordance with the terms hereof, (i) the Aggregate Term Loan Commitments shall automatically terminate at 5:00 p.m., New York City time, on the 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 reduceSubsidiary in respect of any Reduction Event, the Aggregate Commitments Term Loans shall be prepaid no later than the fifth Business Day following the occurrence of such Reduction Event (or in the Letter case of Credit Commitments; provided that 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 reduction if such Reduction Event is an event described in clause (a), (b), (c) or (e) of the Aggregate Commitments or definition of the Letter term “Reduction Event”, 100% of Credit Commitments shall be in an amount that is an integral multiple of $1,000,000 the Net Cash Proceeds received with respect to such Reduction Event and not less than $5,000,000, (ii) the Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.11, the sum of the Credit Exposures would exceed the Aggregate Commitments, (iii) the Borrower shall not terminate or reduce the Letter of Credit Commitments if the LC Exposure would exceed the Letter of Credit Commitments, as so reduced, (iv) the amount of the Letter of Credit Commitment of any Issuing Bank shall not be reduced to an amount which is less than the aggregate amount of LC Exposure in respect of all Letters of Credit issued or deemed issued by such Issuing Bank; and (v) the Aggregate Commitments shall not be reduced to an amount which is less than the aggregate amount of the Letter of Credit Commitments, unless the Letter of Credit Commitments are correspondingly reduced at the same time. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Aggregate Commitments or the Letter of Credit Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Aggregate Commitments or the Letter of Credit Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or another event, 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 Reduction Event is not satisfied. Any termination or reduction of the Aggregate Commitments or the Letter of Credit Commitments shall be permanent; provided that nothing in this provision shall affect the Borrower’s ability to increase the Letter of Credit Commitments pursuant to Section 2.01(c)(iii). Each reduction of the Aggregate Commitments shall be made ratably among the Lenders in accordance with their respective Commitments, except as provided an event described in clause (d) below. Each reduction or (f) of the Letter 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 unreimbursed LC Disbursements shall be reimbursed and (B) Term Loans, Revolving Loans and unreimbursed LC Disbursements then outstanding, the Letters of Credit Commitments being made in conjunction with a reduction of the Aggregate Commitments pursuant to Section 2.09(b)(v) above shall be made ratably among the Issuing Banks cash collateralized in accordance with their respective Letter the terms of Credit Commitments. (dSections 2.04(g) The Borrower may terminate and 2.19(j), with such cash collateral being applied on a pro rata basis among the unused aggregate undrawn Letters of Credit, in each case, on or before the date that the Term Loan is required to be prepaid under this Section 2.07(b) by an amount of the Commitment and Letter of Credit Commitment of a Defaulting Lender upon one Business Day’s prior notice equal to the Administrative Agent (which will promptly notify the Lenders thereof)such excess, provided that such termination will any Net Cash Proceeds from an Asset Sale that is a Reduction Event shall not be deemed 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 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 a waiver or release of any claim the Borrower, the Administrative Agent, the Issuing Banks or any Lender may have against such Defaulting Lender. (e) so applied. Notwithstanding the foregoing, all of the provisions of the Loan Documents which by their terms survive termination of the Commitments of the Borrower, including, without limitation, those provisions set forth in Section 9.06, shall survive and not be deemed terminated, but shall remain in full force and effect.,

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Aggregate Term A Commitments shall terminate at 5:00 p.m., New York time, on the Effective Date and (ii) all the Revolving Commitments shall 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 reduce, without premium or penalty reduce the Aggregate Commitments or the Letter of Credit Revolving Commitments; provided that (i) each reduction of the Aggregate Commitments or the Letter of Credit Revolving Commitments 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 Aggregate Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.11, the sum of the Credit Exposures would exceed the Aggregate Commitments, (iii) the Borrower shall not terminate or reduce the Letter of Credit Commitments if the LC Revolving Exposure would exceed the Letter of Credit aggregate Revolving Commitments, as so reduced, (iv) provided that the amount of Borrower may not reduce the Letter of Credit Revolving Commitment of any Issuing Bank shall not be reduced to an amount which is less than below $5,000,000 without terminating the aggregate amount of LC Exposure in respect of all Letters of Credit issued or deemed issued by such Issuing Bank; and (v) the Aggregate Commitments shall not be reduced to an amount which is less than the aggregate amount of the Letter of Credit Commitments, unless the Letter of Credit Commitments are correspondingly reduced at the same timeentire Revolving Commitment. (cd) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Aggregate Commitments or the Letter of Credit Revolving Commitments under paragraph (b) or (c) of this Section at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Aggregate Commitments or the Letter of Credit Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the occurrence or non-occurrence of any event specified therein (including the consummation of an acquisition, sale or other similar transaction, or the receipt of proceeds from the incurrence or issuance of Indebtedness or Equity Interests or the effectiveness of other credit facilities or another eventfacilities), 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 Aggregate Commitments or the Letter of Credit Revolving Commitments shall be permanent; provided that nothing in this provision shall affect the Borrower’s ability to increase the Letter of Credit Commitments pursuant to Section 2.01(c)(iii). Each reduction of the Aggregate Commitments shall be made ratably among the Lenders in accordance with their respective Commitments, except as provided in clause (d) below. Each reduction of the Letter of Credit Commitments being made in conjunction with a reduction of the Aggregate Commitments pursuant to Section 2.09(b)(v) above shall be made ratably among the Issuing Banks in accordance with their respective Letter of Credit Revolving Commitments. (d) The Borrower may terminate the unused amount of the Commitment and Letter of Credit Commitment of a Defaulting Lender upon one Business Day’s prior notice to the Administrative Agent (which will promptly notify the Lenders thereof), provided that such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, the Issuing Banks or any Lender may have against such Defaulting Lender. (e) Notwithstanding the foregoing, all of the provisions of the Loan Documents which by their terms survive termination of the Commitments of the Borrower, including, without limitation, those provisions set forth in Section 9.06, shall survive and not be deemed terminated, but shall remain in full force and effect.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Aggregate Term B‑1 Commitments shall terminate at 5:00 p.m., New York City time, on the Maturity RestatementAmendment No. 1 Effective Date and (ii) the Revolving Commitments shall automatically terminate on the Revolving Commitment Termination Date. (b) The Borrower may at any time terminate, or from time to time reduce, the Aggregate Commitments or the Letter of Credit Commitments; any Class, provided that (i) each reduction of the Aggregate Commitments or the Letter of Credit Commitments 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 Aggregate Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.11, the sum of the Credit aggregate Revolving Exposures would exceed the Aggregate Total Revolving Commitments, (iii) the Borrower shall not terminate or reduce the Letter of Credit Commitments if the LC Exposure would exceed the Letter of Credit Commitments, as so reduced, (iv) the amount of the Letter of Credit Commitment of any Issuing Bank shall not be reduced to an amount which is less than the aggregate amount of LC Exposure in respect of all Letters of Credit issued or deemed issued by such Issuing Bank; and (v) the Aggregate Commitments shall not be reduced to an amount which is less than the aggregate amount of the Letter of Credit Commitments, unless the Letter of Credit Commitments are correspondingly reduced at the same time. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Aggregate Commitments or the Letter of Credit Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Aggregate Commitments or the Letter of Credit Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or another eventthe receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or condition, 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 Aggregate Commitments or the Letter of Credit Commitments any Class shall be permanent; provided that nothing in this provision shall affect the Borrower’s ability to increase the Letter of Credit Commitments pursuant to Section 2.01(c)(iii). Each reduction of the Aggregate Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments, except as provided in clause (d) below. Each reduction of the Letter of Credit Commitments being made in conjunction with a reduction of the Aggregate Commitments pursuant to Section 2.09(b)(v) above shall be made ratably among the Issuing Banks in accordance with their respective Letter of Credit Commitments. (d) The Borrower may terminate the unused amount of the Commitment and Letter of Credit Commitment of a Defaulting Lender upon one Business Day’s prior notice to the Administrative Agent (which will promptly notify the Lenders thereof), provided that such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, the Issuing Banks or any Lender may have against such Defaulting Lender. (e) Notwithstanding the foregoing, all of the provisions of the Loan Documents which by their terms survive termination of the Commitments of the Borrower, including, without limitation, those provisions set forth in Section 9.06, shall survive and not be deemed terminated, but shall remain in full force and effectsuch Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Aggregate Commitments Term Commitment of each Term Lender shall automatically terminate on the 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 Aggregate Commitments or the Letter of Credit Commitmentsany Class; provided that (i) each reduction of the Aggregate Commitments or the Letter of Credit Commitments 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 Aggregate Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.112.08, the sum of the Credit Exposures Aggregate Revolving Exposure would exceed the Aggregate Commitments, (iii) the Borrower shall not terminate or reduce the Letter of Credit Commitments if the LC Exposure would exceed the Letter of Credit Commitments, as so reduced, (iv) the amount of the Letter of Credit Commitment of any Issuing Bank shall not be reduced to an amount which is less than the aggregate amount of LC Exposure in respect of all Letters of Credit issued or deemed issued by such Issuing Bank; and (v) the Aggregate Commitments shall not be reduced to an amount which is less than the aggregate amount of the Letter of Credit Commitments, unless the Letter of Credit Commitments are correspondingly reduced at the same timeRevolving Commitment. (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 Aggregate Commitments or the Letter of Credit Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any 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 Aggregate Commitments or the Letter of Credit Commitments delivered by the Borrower any Class under paragraph (b) of this Section may state that such notice is conditioned upon the effectiveness occurrence of other credit facilities one or another eventmore 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 Aggregate Commitments or the Letter of Credit Commitments any Class shall be permanent; provided that nothing in this provision shall affect the Borrower’s ability to increase the Letter of Credit Commitments pursuant to Section 2.01(c)(iii). Each reduction of the Aggregate Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments, except as provided in clause (d) below. Each reduction of the Letter of Credit Commitments being made in conjunction with a reduction of the Aggregate Commitments pursuant to Section 2.09(b)(v) above shall be made ratably among the Issuing Banks in accordance with their respective Letter of Credit Commitments. (d) The Borrower may terminate the unused amount of the Commitment and Letter of Credit Commitment of a Defaulting Lender upon one Business Day’s prior notice to the Administrative Agent (which will promptly notify the Lenders thereof), provided that such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, the Issuing Banks or any Lender may have against such Defaulting Lender. (e) Notwithstanding the foregoing, all of the provisions of the Loan Documents which by their terms survive termination of the Commitments of the Borrower, including, without limitation, those provisions set forth in Section 9.06, shall survive and not be deemed terminated, but shall remain in full force and effectsuch Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) all of the Aggregate Commitments shall terminate on the Maturity Commitment Termination Date and (ii) if the 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 terminate in full at 5:00 p.m. on such date. (b) The Borrower may at any time terminate, or from time to time reduce, the Aggregate Commitments or the Letter of Credit Commitments; provided that (i) each reduction of the Aggregate Commitments or the Letter of Credit Commitments 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 Aggregate Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.112.10, the sum Total Utilization of the Credit Exposures Commitments would exceed the Aggregate Commitments, Available Commitment Amount and (iii) the Borrower shall not terminate or reduce the Letter of Credit Commitments if the LC Exposure would exceed the Letter of Credit Commitments, as so reduced, (iv) the amount each reduction of the Letter of Credit Commitment of any Issuing Bank shall not be reduced to an amount which is less than the aggregate amount of LC Exposure in respect of all Letters of Credit issued or deemed issued by such Issuing Bank; and (v) the Aggregate Commitments shall not be reduced to an amount which is less than pro rata as between the aggregate amount of Original Commitments and the Letter of Credit 2020 Incremental Commitments, unless the Letter of Credit Commitments are correspondingly reduced at the same time. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Aggregate Commitments or the Letter of Credit Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination or reduction of the Aggregate Commitments or the Letter of Credit Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or another eventtransaction, 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 Aggregate Commitments or the Letter of Credit Commitments shall be permanent; provided that nothing in this provision shall affect the Borrower’s ability to increase the Letter of Credit Commitments pursuant to Section 2.01(c)(iii). Each reduction of the Aggregate Commitments shall be made ratably among applied to the Lenders in accordance with their respective Commitments, except as provided in clause (d) below. Each reduction of the Letter of Credit Commitments being made in conjunction with a reduction of the Aggregate Commitments pursuant to Section 2.09(b)(v) above shall be made ratably among the Issuing Banks in accordance with their respective Letter of Credit CommitmentsApplicable Percentages. (d) The Borrower may terminate the unused amount of the Commitment and Letter of Credit Commitment of a Defaulting Lender upon one Business Day’s prior notice to the Administrative Agent (which will promptly notify the Lenders thereof), provided that such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, the Issuing Banks or any Lender may have against such Defaulting Lender. (e) Notwithstanding the foregoing, all of the provisions of the Loan Documents which by their terms survive termination of the Commitments of the Borrower, including, without limitation, those provisions set forth in Section 9.06, shall survive and not be deemed terminated, but shall remain in full force and effect.

Termination and Reduction of Commitments. (a) Unless previously terminated, the Aggregate Commitments shall terminate on the Maturity Date. (b) The Borrower may at any time terminate, or from time to time reduce, the Aggregate 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 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 Letter proposed effective date of Credit 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 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 Aggregate 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 concurrent prepayment of the Letter 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 Aggregate Commitments if, after giving effect to any concurrent prepayment termination of the Loans in accordance Commitments effective concurrently with Section 2.11, the sum effectiveness of the Credit Exposures would exceed the Aggregate Commitments, (iii) the Borrower shall not terminate a replacement credit facility having an aggregate commitment amount greater than or reduce the Letter of Credit Commitments if the LC Exposure would exceed the Letter of Credit Commitments, as so reduced, (iv) the amount of the Letter of Credit Commitment of any Issuing Bank shall not be reduced equal to an amount which is less than the aggregate amount of LC Exposure in respect of all Letters of Credit issued or deemed issued by Commitments immediately prior to such Issuing Bank; and (v) the Aggregate Commitments shall not be reduced to an amount which is less than the aggregate amount of the Letter of Credit Commitments, unless the Letter of Credit Commitments are correspondingly reduced at the same timetermination. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Aggregate Commitments or the Letter of Credit Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or Each reduction, specifying such election and the effective date thereof. Promptly following receipt of any noticetermination, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower Commitments pursuant to this Section Agreement shall be irrevocable; provided that a notice of termination of the Aggregate Commitments or the Letter of Credit Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or another event, 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 Aggregate Commitments or the Letter of Credit Commitments shall be permanent; provided that nothing in this provision shall affect the Borrower’s ability to increase the Letter of Credit Commitments pursuant to Section 2.01(c)(iii). Each reduction of the Aggregate Commitments shall be made ratably among the Lenders in accordance with their respective Commitments, except as provided in clause (d) below. Each reduction of the Letter of Credit Commitments being made in conjunction with a reduction of the Aggregate Commitments pursuant to Section 2.09(b)(v) above shall be made ratably among the Issuing Banks in accordance with their respective Letter of Credit Commitments. (d) The Borrower may terminate the unused amount of the Commitment and Letter of Credit Commitment of a Defaulting Lender upon one Business Day’s prior notice to the Administrative Agent (which will promptly notify the Lenders thereof), provided that such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, the Issuing Banks or any Lender may have against such Defaulting Lender. (e) Notwithstanding the foregoing, all of the provisions of the Loan Documents which by their terms survive termination of the Commitments of the Borrower, including, without limitation, those provisions set forth in Section 9.06, shall survive and not be deemed terminated, but shall remain in full force and effect.

Termination and Reduction of Commitments. The Term Loan Commitments and the Euro Term Loan Commitments shall terminate at the 5:00 p.m., New York City time, on the Closing Date. (a) Unless previously terminated, the Aggregate Revolving Loan Commitments and the Euro Revolving Loan Commitments shall terminate on the Maturity Revolving Credit Termination Date. (b) The US Borrower may at any time terminate, terminate or from time to time reduce, reduce the Aggregate Commitments or the Letter of Credit Revolving Loan Commitments; provided that (iA) each reduction of the Aggregate Commitments or the Letter of Credit Revolving Loan Commitments 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 (iiB) the US Borrower shall not terminate or reduce the Aggregate Revolving Loan Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.11, the sum of the Revolving Credit Exposures would exceed the Aggregate total Revolving Loan Commitments, (iii) the Borrower shall not terminate or reduce the Letter of Credit Commitments if the LC Exposure would exceed the Letter of Credit Commitments, as so reduced, (iv) the amount of the Letter of Credit Commitment of any Issuing Bank shall not be reduced to an amount which is less than the aggregate amount of LC Exposure in respect of all Letters of Credit issued or deemed issued by such Issuing Bank; and (v) the Aggregate Commitments shall not be reduced to an amount which is less than the aggregate amount of the Letter of Credit Commitments, unless the Letter of Credit Commitments are correspondingly reduced at the same time. (c) The US Borrower shall notify the Administrative Agent of any election to terminate or reduce the Aggregate Commitments or the Letter of Credit Revolving Loan Commitments under paragraph (b) of this Section at least three New York Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Revolving Credit Lenders of the contents thereof. Each notice delivered by the US Borrower pursuant to this Section shall be irrevocable. Any termination or reduction of the Revolving Loan Commitments shall be permanent. Each reduction of the Revolving Loan Commitments shall be made ratably among the Revolving Credit Lenders in accordance with their respective Revolving Loan Commitments. (d) The Euro Borrower may at any time terminate or from time to time reduce the Euro Revolving Loan Commitments; provided that (A) each reduction of the Euro Revolving Loan Commitments shall be in an amount that is an integral multiple of €1,000,000 and not less than €2,000,000 and (B) the Euro Borrower shall not terminate or reduce the Euro Loan Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.11, the Euro Revolving Credit Exposures would exceed the total Euro Revolving Loan Commitments. (e) The Euro Borrower shall notify the Euro Administrative Agent of any election to terminate or reduce the Euro Revolving Loan Commitments under paragraph (d) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Euro Administrative Agent shall advise the Euro Revolving Lenders of the contents thereof. Each notice delivered by the Euro Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Aggregate Commitments or the Letter of Credit Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or another event, 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 Aggregate Commitments or the Letter of Credit Euro Revolving Loan Commitments shall be permanent; provided that nothing in this provision shall affect the Borrower’s ability to increase the Letter of Credit Commitments pursuant to Section 2.01(c)(iii). Each reduction of the Aggregate Euro Revolving Loan Commitments shall be made ratably among the Euro Revolving Credit Lenders in accordance with their respective Commitments, except as provided in clause (d) below. Each reduction of the Letter of Credit Commitments being made in conjunction with a reduction of the Aggregate Commitments pursuant to Section 2.09(b)(v) above shall be made ratably among the Issuing Banks in accordance with their respective Letter of Credit Euro Revolving Loan Commitments. (d) The Borrower may terminate the unused amount of the Commitment and Letter of Credit Commitment of a Defaulting Lender upon one Business Day’s prior notice to the Administrative Agent (which will promptly notify the Lenders thereof), provided that such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, the Issuing Banks or any Lender may have against such Defaulting Lender. (e) Notwithstanding the foregoing, all of the provisions of the Loan Documents which by their terms survive termination of the Commitments of the Borrower, including, without limitation, those provisions set forth in Section 9.06, shall survive and not be deemed terminated, but shall remain in full force and effect.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Aggregate Tranche A Term Commitments shall automatically terminate at 5:00 p.m., New York City time, on the Second Amendment 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 Aggregate Commitments or the Letter of Credit Commitmentsany Class; provided that (i) each partial reduction of the Aggregate Commitments or the Letter of Credit Commitments 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 Aggregate Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.112.10, the sum of the Credit Exposures Aggregate Revolving Exposure would exceed the Aggregate Commitments, Revolving Commitment and (iii) the Borrower shall not terminate or reduce the Letter of Credit Commitments if LC Sublimit if, after giving effect thereto, the LC Exposure not fully cash collateralized hereunder would exceed the Letter of Credit Commitments, as so reduced, (iv) the amount of the Letter of Credit Commitment of any Issuing Bank shall not be reduced to an amount which is less than the aggregate amount of LC Exposure in respect of all Letters of Credit issued or deemed issued by such Issuing Bank; and (v) the Aggregate Commitments shall not be reduced to an amount which is less than the aggregate amount of the Letter of Credit Commitments, unless the Letter of Credit Commitments are correspondingly reduced at the same timeSublimit. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Aggregate Commitments or the Letter of Credit Commitments under paragraph (b) of this Section at least not later than 11:00 a.m., New York City time, three Business Days 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 Aggregate Commitments or the Letter of Credit Revolving Commitments delivered by the Borrower under this paragraph may state that such notice is conditioned upon the effectiveness occurrence of other credit facilities one or another eventmore 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 Aggregate Commitments or the Letter of Credit Commitments any Class shall be permanent; provided that nothing in this provision shall affect the Borrower’s ability to increase the Letter of Credit Commitments pursuant to Section 2.01(c)(iii). Each reduction of the Aggregate Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments, except as provided Commitments of such Class. All fees in clause (d) below. Each reduction respect of the Letter Revolving Commitments accrued until the effective date of Credit Commitments being made in conjunction with a reduction any termination of the Aggregate Revolving Commitments pursuant to Section 2.09(b)(v) above shall be made ratably among paid on the Issuing Banks in accordance with their respective Letter effective date of Credit Commitmentssuch termination. (d) The Borrower may terminate If after giving effect to any reduction or termination of Revolving Commitments under this Section 2.07, the unused LC Sublimit exceeds the Revolving Commitments at such time, the LC Sublimit shall be automatically reduced by the amount of the Commitment and Letter of Credit Commitment of a Defaulting Lender upon one Business Day’s prior notice to the Administrative Agent (which will promptly notify the Lenders thereof), provided that such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, the Issuing Banks or any Lender may have against such Defaulting Lenderexcess. (e) Notwithstanding the foregoing, all of the provisions of the Loan Documents which by their terms survive termination of the Commitments of the Borrower, including, without limitation, those provisions set forth in Section 9.06, shall survive and not be deemed terminated, but shall remain in full force and effect.

Termination and Reduction of Commitments. (a) Unless previously terminated, the Aggregate Commitments shall terminate on the Maturity Date. (b) The Borrower may at any time terminate, or from time to time reduce, the Aggregate Commitments or the Letter of Credit Commitments; provided that (i) each reduction of the Aggregate Commitments or the Letter of Credit Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,0001,000,000, and (ii) the Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect to any concurrent prepayment repayment of the Loans Advances in accordance with Section 2.112.06, the sum of the Credit Exposures would exceed the Aggregate total Commitments, (iii) the Borrower shall not terminate or reduce the Letter of Credit Commitments if the LC Exposure would exceed the Letter of Credit Commitments, as so reduced, (iv) the amount of the Letter of Credit Commitment of any Issuing Bank shall not be reduced to an amount which is less than the aggregate amount of LC Exposure in respect of all Letters of Credit issued or deemed issued by such Issuing Bank; and (v) the Aggregate Commitments shall not be reduced to an amount which is less than the aggregate amount of the Letter of Credit Commitments, unless the Letter of Credit Commitments are correspondingly reduced at the same time. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Aggregate Commitments or the Letter of Credit Commitments under paragraph (b) of this Section at least three five (5) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Aggregate Commitments or the Letter of Credit Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or another eventfacilities, 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 Aggregate Commitments or the Letter of Credit Commitments shall be permanent; provided that nothing in this provision shall affect the Borrower’s ability to increase the Letter of Credit Commitments pursuant to Section 2.01(c)(iii). Each reduction of the Aggregate Commitments shall be made ratably among the Lenders in accordance with their respective Commitments, except as provided in clause (d) below. Each reduction of the Letter of Credit Commitments being made in conjunction with a reduction of the Aggregate Commitments pursuant to Section 2.09(b)(v) above shall be made ratably among the Issuing Banks in accordance with their respective Letter of Credit Commitments. (d) If an Event of Default or a Final Determination has occurred, the Commitment shall be automatically and immediately reduced to zero and the Availability Period shall thereupon be terminated. The Administrative Agent shall give notice to the Borrower may terminate of such reduction and termination; however, failure to give such notice shall in no way affect the unused amount reduction of the Commitment and Letter of Credit Commitment of a Defaulting Lender upon one Business Day’s prior notice to the Administrative Agent (which will promptly notify the Lenders thereof), provided that such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, the Issuing Banks or any Lender may have against such Defaulting Lender. (e) Notwithstanding the foregoing, all of the provisions of the Loan Documents which by their terms survive termination of the Commitments of the Borrower, including, without limitation, those provisions set forth in Section 9.06, shall survive and not be deemed terminated, but shall remain in full force and effectAvailability Period.

Termination and Reduction of Commitments. (a) Unless previously terminatedterminated pursuant to the terms of this Agreement, the Aggregate Commitments shall terminate on the Maturity DateDate (as it may be extended with respect to some or all of the Commitments pursuant to Section 2.21). (b) The Borrower may at any time terminate, or from time to time reduce, the Aggregate Commitments or the Letter of Credit Commitments; provided that (i) each reduction of the Aggregate Commitments or the Letter of Credit Commitments shall be in an amount that is an integral multiple of $1,000,000 5,000,000 and not less than $5,000,00020,000,000 (in each case, unless equal to the entire remaining amount of the Commitments) and (ii) the Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.112.10, the sum of the Total Revolving Credit Exposures Exposure would exceed the Aggregate Commitments, (iii) the Borrower shall not terminate or reduce the Letter of Credit Commitments if the LC Exposure would exceed the Letter of Credit Commitments, as so reduced, (iv) the amount of the Letter of Credit Commitment of any Issuing Bank shall not be reduced to an amount which is less than the aggregate amount of LC Exposure in respect of all Letters of Credit issued or deemed issued by such Issuing Bank; and (v) the Aggregate Commitments shall not be reduced to an amount which is less than the aggregate amount of the Letter of Credit Commitments, unless the Letter of Credit Commitments are correspondingly reduced at the same time. (c) The Borrower shall notify the Administrative Agent by telephone or email (and, in the case of telephonic notice, promptly confirmed by email) of any election to terminate or reduce the Aggregate Commitments or the Letter of Credit Commitments under paragraph (b) of this Section at least three Business Days (or such shorter period as shall be acceptable to 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 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 Aggregate Commitments or the Letter of Credit Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness occurrence of other credit facilities one or another eventmore 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 Aggregate Commitments or the Letter of Credit Commitments shall be permanent; provided that nothing in this provision shall affect the Borrower’s ability to increase the Letter of Credit Commitments pursuant to Section 2.01(c)(iii). Each reduction of the Aggregate Commitments shall be made ratably among the Lenders in accordance with their respective Commitments, except as provided in clause (d) below. Each reduction of the Letter of Credit Commitments being made in conjunction with a reduction of the Aggregate Commitments pursuant to Section 2.09(b)(v) above shall be made ratably among the Issuing Banks in accordance with their respective Letter of Credit Commitments. (d) The Borrower may terminate the unused amount of the Commitment and Letter of Credit Commitment of a Defaulting Lender upon one Business Day’s prior notice to the Administrative Agent (which will promptly notify the Lenders thereof), provided that such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, the Issuing Banks or any Lender may have against such Defaulting Lender. (e) Notwithstanding the foregoing, all of the provisions of the Loan Documents which by their terms survive termination of the Commitments of the Borrower, including, without limitation, those provisions set forth in Section 9.06, shall survive and not be deemed terminated, but shall remain in full force and effect.

Termination and Reduction of Commitments. (a) Unless previously terminated, the Aggregate The Term Loan Commitments shall terminate be automatically terminated at 5:00 p.m., New York City time, on the Closing Date. The Revolving Credit Commitments and the LC Commitment shall be automatically terminated at 5:00 p.m., New York City time, on the Revolving Credit Maturity Date and the LC Maturity Date, respectively. (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 Aggregate Commitments or the Letter of Credit Commitments; provided provided, however, that (i) each partial reduction of the Aggregate Commitments or the Letter of Credit Commitments 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, 5,000,000 and (ii) the Borrower shall not be permitted to terminate or reduce the Aggregate Revolving Credit Commitments if, after giving effect to any concurrent prepayment as the result of such termination or reduction, (A) the Loans in accordance with Section 2.11, the sum of the Credit Exposures LC Commitment would exceed the Aggregate Commitments, aggregate remaining Revolving Credit Commitments or (iiiB) the Borrower shall not terminate or reduce the Letter of Revolving Credit Commitments if the LC Exposure Utilization would exceed the Letter of aggregate remaining Revolving Credit Commitments. The LC Commitment may be voluntarily terminated or reduced by the Borrower, as so reduced, (iv) the amount of the Letter of Credit Commitment of any Issuing Bank shall not be reduced to an amount which is less than the aggregate amount of LC Exposure provided in respect of all Letters of Credit issued or deemed issued by such Issuing Bank; and (v) the Aggregate Commitments shall not be reduced to an amount which is less than the aggregate amount of the Letter of Credit Commitments, unless the Letter of Credit Commitments are correspondingly reduced at the same timeSection 3.06. (c) The Revolving Credit Commitments shall be permanently reduced by the amount of any mandatory prepayments applied to Swingline Loans or Revolving Credit Borrowings pursuant to Section 2.13(f). (d) Each reduction in the Commitments hereunder shall be made ratably among the applicable Lenders in accordance with their respective applicable Commitments. The Borrower shall notify pay to the Administrative Agent for the account of any election to terminate the applicable Lenders, on the date of each termination or reduce reduction, the Aggregate Commitment Fees on the amount of the Commitments so terminated or reduced accrued to, but excluding, the Letter of Credit Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Aggregate Commitments or the Letter of Credit Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or another event, 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 Aggregate Commitments or the Letter of Credit Commitments shall be permanent; provided that nothing in this provision shall affect the Borrower’s ability to increase the Letter of Credit Commitments pursuant to Section 2.01(c)(iii). Each reduction of the Aggregate Commitments shall be made ratably among the Lenders in accordance with their respective Commitments, except as provided in clause (d) below. Each reduction of the Letter of Credit Commitments being made in conjunction with a reduction of the Aggregate Commitments pursuant to Section 2.09(b)(v) above shall be made ratably among the Issuing Banks in accordance with their respective Letter of Credit Commitments. (d) The Borrower may terminate the unused amount of the Commitment and Letter of Credit Commitment of a Defaulting Lender upon one Business Day’s prior notice to the Administrative Agent (which will promptly notify the Lenders thereof), provided that such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, the Issuing Banks or any Lender may have against such Defaulting Lender. (e) Notwithstanding Nothing in this Section 2.09 shall prejudice any rights that the foregoing, all Borrower may have against any Lender that fails to lend as required hereunder prior to the date of the provisions of the Loan Documents which by their terms survive termination of the Commitments of the Borrower, including, without limitation, those provisions set forth in Section 9.06, shall survive and not be deemed terminated, but shall remain in full force and effectany Commitment.

Termination and Reduction of Commitments. (a) The Term Loan Commitments (other than any Incremental Term Loan Commitments) shall automatically terminate at 5:00 p.m., New York City time, on the last day of the Term Loan Availability Period. Unless previously terminatedterminated earlier pursuant to the applicable Incremental Term Loan Assumption Agreement, the Aggregate Incremental Term Loan Commitments shall automatically terminate at 5:00 p.m., New York City time, on the Incremental Facility Cutoff Date. The Revolving Credit Commitments and the L/C Commitments shall automatically terminate on the Maturity Date. Notwithstanding the foregoing, all the Commitments shall automatically terminate at 5:00 p.m., New York City time, on February 29, 2000, if the initial Credit Event shall not 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 Aggregate Term Loan Commitments or the Letter of Revolving Credit Commitments; provided provided, however, that (i) each partial reduction of the Aggregate Term Loan Commitments or the Letter of 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, 10,000,000 and (ii) the Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.11, the sum of the Credit Exposures would exceed the Aggregate Commitments, (iii) the Borrower shall not terminate or reduce the Letter of Credit Commitments if the LC Exposure would exceed the Letter of Credit Commitments, as so reduced, (iv) the amount of the Letter of Total Revolving Credit Commitment of any Issuing Bank shall not be reduced to an amount which that is less than the aggregate amount of LC Aggregate Revolving Credit Exposure in respect of all Letters of Credit issued or deemed issued by such Issuing Bank; and (v) the Aggregate Commitments shall not be reduced to an amount which is less than the aggregate amount of the Letter of Credit Commitments, unless the Letter of Credit Commitments are correspondingly reduced at the same time. (c) The Borrower shall notify If any prepayment of Term Loans would be required pursuant to Section 2.13 but cannot be made because there are no Term Loans outstanding, or because the Administrative Agent amount of any election to terminate or reduce the Aggregate Commitments or required prepayment exceeds the Letter outstanding amount of Credit Commitments under paragraph (b) of this Section at least three Business Days prior to Term Loans, then, on the effective date of that such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any noticeprepayment is required, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Aggregate Commitments or the Letter of Credit Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or another event, 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 Aggregate Commitments or the Letter of Revolving Credit Commitments shall be permanent; provided that nothing reduced by an aggregate amount equal to the amount of the required prepayment or the excess of such amount over the outstanding amount of Term Loans, as the case may be, on the day any such prepayment of Term Loans is, or would be, required by Section 2.13. (d) Each reduction in this provision shall affect the Borrower’s ability to increase Term Loan Commitments or the Letter of Revolving Credit Commitments pursuant to Section 2.01(c)(iii). Each reduction of the Aggregate Commitments hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments, except as provided in clause (d) below. Each reduction of the Letter of Credit Commitments being made in conjunction with a reduction of the Aggregate Commitments pursuant to Section 2.09(b)(v) above shall be made ratably among the Issuing Banks in accordance with their respective Letter of Credit Commitments. (d) The Borrower may terminate the unused amount of the Commitment and Letter of Credit Commitment of a Defaulting Lender upon one Business Day’s prior notice shall pay to the Administrative Agent (which will promptly notify for the Lenders thereof)account of the applicable Lenders, provided that such on the date of each termination will not be deemed to be a waiver or release of any claim the Borrowerreduction, the Administrative Agent, Commitment Fees on the Issuing Banks or any Lender may have against such Defaulting Lender. (e) Notwithstanding the foregoing, all of the provisions of the Loan Documents which by their terms survive termination amount of the Commitments so terminated or reduced accrued to but excluding the date of the Borrower, including, without limitation, those provisions set forth in Section 9.06, shall survive and not be deemed terminated, but shall remain in full force and effectsuch termination or reduction.

Termination and Reduction of Commitments. (a) Unless previously terminatedThe Borrowers may, upon notice to the Administrative Agent, terminate the Aggregate Revolver Commitments, the Aggregate Commitments shall terminate on WC Interim Commitment or the Maturity Date. (b) The Borrower Aggregate WC Commitments, as the case may at any time terminatebe, or from time to time reducepermanently reduce the Aggregate Revolver Commitments, the Aggregate Commitments WC Interim Commitment or the Letter of Credit Aggregate WC Commitments, as the case may be; provided that (i) each any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction of the Aggregate Commitments or the Letter of Credit Commitments shall be in an aggregate amount that is an integral of $10,000,000 or any whole multiple of $1,000,000 and not less than $5,000,000in excess thereof, (iiiii) the Borrower Borrowers shall not terminate or reduce the Aggregate Revolver Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolver Outstandings (other than Revolver L/C Obligations which are Cash Collateralized pursuant to Section 2.14 hereof) would exceed the Aggregate Revolver Commitments, (iv) the Borrowers shall not terminate or reduce the Aggregate WC Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total WC Outstandings (other than WC L/C Obligations which are Cash Collateralized pursuant to Section 2.14 hereof) would exceed the Aggregate WC Commitments, (v) the Borrowers shall not terminate or reduce the Aggregate WC Interim Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total WC Interim Outstandings (other than WC Interim L/C Obligations which are Cash Collateralized pursuant to Section 2.14 hereof) would exceed the Aggregate WC Interim Commitments and (vi) if, after giving effect to any concurrent prepayment reduction of the Loans in accordance with Section 2.11Aggregate Revolver Commitments, the sum of the Credit Exposures would exceed Aggregate WC Interim Commitments or the Aggregate WC Commitments, (iii) as applicable, the Borrower shall not terminate or reduce Alternative Currency Sublimit, the Revolver Letter of Credit Commitments if Sublimit, or the LC Exposure would exceed the Letter of Credit Commitments, as so reduced, (iv) Swing Line Sublimit exceeds the amount of the Letter of Credit Aggregate Revolver Commitments, the Aggregate WC Interim Commitment of any Issuing Bank or the Aggregate WC Commitments, as applicable, such Sublimit shall not be automatically reduced to an amount which is less than by the aggregate amount of LC Exposure in respect of all Letters of Credit issued or deemed issued by such Issuing Bank; and (v) the Aggregate Commitments shall not be reduced to an amount which is less than the aggregate amount of the Letter of Credit Commitments, unless the Letter of Credit Commitments are correspondingly reduced at the same time. (c) excess. The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Aggregate Commitments or the Letter of Credit Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise will promptly notify the Lenders 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 of the Aggregate Commitments or the Letter of Credit Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or another event, 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 Aggregate Commitments Revolver Commitments, the Aggregate WC Interim Commitment or Aggregate WC Commitments, as the case may be. The amount of any such Aggregate Revolver Commitment, Aggregate WC Interim Commitment or Aggregate WC Commitment, as the case may be, reduction shall not be applied to the Alternative Currency Sublimit or the Revolver Letter of Credit Commitments shall be permanent; provided that nothing in this provision shall affect Sublimit unless otherwise specified by the Borrower’s ability to increase the Letter of Credit Commitments pursuant to Section 2.01(c)(iii)Borrowers. Each Any reduction of the Aggregate Revolver Commitments, the Aggregate WC Interim Commitments or the Aggregate WC Commitments, as applicable, shall be made ratably among applied to the Lenders in accordance with their respective CommitmentsWC Commitment, except WC Interim Commitment or Revolver Commitment of each Lender, as provided in clause (d) belowapplicable, according to its Applicable Percentage. Each reduction All fees accrued until the effective date of the Letter of Credit Commitments being made in conjunction with a reduction any termination of the Aggregate Commitments pursuant to Section 2.09(b)(v) above Revolver Commitments, Aggregate WC Interim Commitment or Aggregate WC Commitments, as the case may be, shall be made ratably among paid on the Issuing Banks in accordance with their respective Letter effective date of Credit Commitmentssuch termination. (d) The Borrower may terminate the unused amount of the Commitment and Letter of Credit Commitment of a Defaulting Lender upon one Business Day’s prior notice to the Administrative Agent (which will promptly notify the Lenders thereof), provided that such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, the Issuing Banks or any Lender may have against such Defaulting Lender. (e) Notwithstanding the foregoing, all of the provisions of the Loan Documents which by their terms survive termination of the Commitments of the Borrower, including, without limitation, those provisions set forth in Section 9.06, shall survive and not be deemed terminated, but shall remain in full force and effect.

Termination and Reduction of Commitments. (a) Unless previously terminated, the Aggregate all U.S. Revolving Commitments and European Revolving Commitments shall 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 reduce, the Aggregate Commitments or the Letter of Credit Commitmentsany Class; provided that (i) each reduction of the Aggregate Commitments or the Letter of Credit Commitments 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 Aggregate U.S. Revolving Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.112.10, the sum of the total U.S. Revolving Credit Exposures would exceed the Aggregate Commitments, total U.S. Revolving Commitments and (iii) the Borrower Borrowers shall not terminate or reduce the Letter European Revolving Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.10, the total European Revolving Credit Commitments if the LC Exposure Exposures would exceed the Letter of Credit total European Revolving Commitments, as so reduced, (iv) the amount of the Letter of Credit Commitment of any Issuing Bank shall not be reduced to an amount which is less than the aggregate amount of LC Exposure in respect of all Letters of Credit issued or deemed issued by such Issuing Bank; and (v) the Aggregate Commitments shall not be reduced to an amount which is less than the aggregate amount of the Letter of Credit Commitments, unless the Letter of Credit Commitments are correspondingly reduced at the same time. (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 Aggregate Commitments or the Letter of Credit Commitments under paragraph clause (b) of this Section at least not later than 12:00 p.m. three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower Borrowers pursuant to this Section shall be irrevocable; provided that a notice of termination of the Aggregate Commitments or the Letter of Credit Commitments delivered by the Borrower Borrowers may state that such notice is conditioned upon the effectiveness of other credit facilities or another instruments of Indebtedness or the occurrence of any other specified event, 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 Aggregate Commitments or the Letter of Credit Commitments shall be permanent; provided that nothing in this provision shall affect the Borrower’s ability to increase the Letter of Credit Commitments pursuant . Subject to Section 2.01(c)(iii2.20(d). Each , each reduction of the Aggregate Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments, except as provided in clause (d) below. Each reduction of the Letter of Credit Commitments being made in conjunction with a reduction of the Aggregate Commitments pursuant to Section 2.09(b)(v) above shall be made ratably among the Issuing Banks in accordance with their respective Letter of Credit Commitments. (d) The Borrower may terminate the unused amount of the Commitment and Letter of Credit Commitment of a Defaulting Lender upon one Business Day’s prior notice to the Administrative Agent (which will promptly notify the Lenders thereof), provided that such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, the Issuing Banks or any Lender may have against such Defaulting Lender. (e) Notwithstanding the foregoing, all of the provisions of the Loan Documents which by their terms survive termination of the Commitments of the Borrower, including, without limitation, those provisions set forth in Section 9.06, shall survive and not be deemed terminated, but shall remain in full force and effectsuch Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Aggregate Term Loan Commitments shall 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) all other Commitments shall terminate at 5:00 p.m., New York City time, on the 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 reduce, the Aggregate Revolving Facility Commitments or and/or the Letter of Credit Term Loan Commitments; provided that (i) each reduction of the Aggregate Revolving Facility Commitments or the Letter of Credit Commitments 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 Aggregate Revolving Facility Commitments if, after giving effect to any concurrent prepayment of the Revolving Facility Loans in accordance with Section 2.11, the sum of the Total Revolving Facility Credit Exposures would exceed the Aggregate total Revolving Facility Commitments, (iii) the Borrower shall not terminate or reduce the Letter of Credit Commitments if the LC Exposure would exceed the Letter of Credit Commitments, as so reduced, (iv) the amount of the Letter of Credit Commitment of any Issuing Bank shall not be reduced to an amount which is less than the aggregate amount of LC Exposure in respect of all Letters of Credit issued or deemed issued by such Issuing Bank; and (v) the Aggregate Commitments shall not be reduced to an amount which is less than the aggregate amount of the Letter of Credit Commitments, unless the Letter of Credit Commitments are correspondingly reduced at the same time. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Aggregate Revolving Facility Commitments or the Letter of Credit Term Loan Commitments under paragraph (b) of this Section 2.08 at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the 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 of the Aggregate Revolving Facility Commitments or the Letter of Credit Term Loan Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or another eventother 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 Aggregate Commitments or the Letter of Credit Commitments under any Facility shall be permanent; provided that nothing in this provision shall affect the Borrower’s ability to increase the Letter of Credit Commitments pursuant to Section 2.01(c)(iii). Each reduction of the Aggregate Commitments under any Facility shall be made ratably among the Lenders in accordance with their respective Commitments, except as provided in clause (d) below. Each reduction of the Letter of Credit Commitments being made in conjunction with a reduction of the Aggregate Commitments pursuant to Section 2.09(b)(v) above shall be made ratably among the Issuing Banks in accordance with their respective Letter of Credit Commitmentsunder such Facility. (d) The Borrower may terminate the unused amount of the Commitment and Letter of Credit Commitment of a Defaulting Lender upon one Business Day’s prior notice to the Administrative Agent (which will promptly notify the Lenders thereof), provided that such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, the Issuing Banks or any Lender may have against such Defaulting Lender. (e) Notwithstanding the foregoing, all of the provisions of the Loan Documents which by their terms survive termination of the Commitments of the Borrower, including, without limitation, those provisions set forth in Section 9.06, shall survive and not be deemed terminated, but shall remain in full force and effect.

Termination and Reduction of Commitments. (a) Unless previously terminatedIf the Combined Closing Date occurs, the Aggregate Commitments shall terminate automatically be terminated in full upon the making of the Loans in a single drawing on the Maturity Combined Closing Date. (b) The Borrower If the PXP Closing Date occurs prior to the MMR Closing Date, the Commitments shall automatically be reduced upon the making of the Loans on the PXP Closing Date by the aggregate principal amount of such Loans made on the PXP Closing Date. (c) If the MMR Closing Date occurs prior to the PXP Closing Date, the Commitments shall automatically be reduced upon the making of the Loans on the MMR Closing Date by the aggregate principal amount of such Loans made on the MMR Closing Date. (d) Unless previously terminated, upon the occurrence of the later of the PXP Termination Date and the MMR Termination Date, the Commitments shall automatically be terminated in full. (e) If the PXP Acquisition Agreement is terminated prior to the consummation of the PXP Acquisition, the Commitments shall automatically be reduced to $2,500,000,000 on the date of such termination, to the extent the aggregate amount of outstanding undrawn Commitments on such date exceeds such amount. (f) FCX may at any time terminate, or from time to time reduce, the Aggregate Commitments or the Letter of Credit Commitments; provided that (i) each reduction of the Aggregate Commitments or the Letter of Credit 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 Aggregate Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.11, the sum of the Credit Exposures would exceed the Aggregate Commitments, (iii) the Borrower shall not terminate or reduce the Letter of Credit Commitments if the LC Exposure would exceed the Letter of Credit Commitments, as so reduced, (iv) the amount of the Letter of Credit Commitment of any Issuing Bank shall not be reduced to an amount which is less than the aggregate amount of LC Exposure in respect of all Letters of Credit issued or deemed issued by such Issuing Bank; and (v) the Aggregate Commitments shall not be reduced to an amount which is less than the aggregate amount of the Letter of Credit Commitments, unless the Letter of Credit Commitments are correspondingly reduced at the same time. (cg) The Borrower FCX shall notify the Administrative Agent of any election to terminate or reduce the Aggregate Commitments or the Letter of Credit Commitments under paragraph (bf) of this Section Section, at least three Business 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 notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower FCX pursuant to this Section shall be irrevocable; provided that a notice of termination of the Aggregate Commitments or the Letter of Credit Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or another event, in which case such notice may be revoked by the Borrower . (by notice to the Administrative Agent on or prior to the specified effective dateh) if such condition is not satisfied. Any termination or reduction of the Aggregate Commitments or the Letter of Credit Commitments shall be permanent; provided that nothing in this provision shall affect the Borrower’s ability to increase the Letter of Credit Commitments pursuant to Section 2.01(c)(iii). Each reduction of the Aggregate Commitments shall be made ratably among the Lenders in accordance with the amounts of their respective Commitments, except as provided in clause (d) below. Each reduction of the Letter of Credit Commitments being made in conjunction with a reduction of the Aggregate Commitments pursuant to Section 2.09(b)(v) above shall be made ratably among the Issuing Banks in accordance with their respective Letter of Credit individual Commitments. (d) The Borrower may terminate the unused amount of the Commitment and Letter of Credit Commitment of a Defaulting Lender upon one Business Day’s prior notice to the Administrative Agent (which will promptly notify the Lenders thereof), provided that such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, the Issuing Banks or any Lender may have against such Defaulting Lender. (e) Notwithstanding the foregoing, all of the provisions of the Loan Documents which by their terms survive termination of the Commitments of the Borrower, including, without limitation, those provisions set forth in Section 9.06, shall survive and not be deemed terminated, but shall remain in full force and effect.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Aggregate Term Commitments shall terminate at 5:00 p.m., New York City time, on the Closing Date and (ii) the Revolving Commitments shall terminate on the Revolving Maturity Date. (b) The Borrower may at any time terminate, or from time to time reduce, the Aggregate Commitments or the Letter of Credit Commitmentsany Class; provided that (i) each reduction of the Aggregate Commitments or the Letter of Credit Commitments any Class shall be in an amount that is an integral multiple of $1,000,000 250,000 and not less than $5,000,000250,000, unless such amount represents all of the remaining Commitments of such Class, (ii) the Borrower shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans in accordance with Section 2.11, the sum of the Credit Exposures aggregate Revolving Exposure would exceed the Aggregate Commitments, aggregate Revolving Commitments of all Lenders and (iii) if, after giving effect to any reduction of the Borrower shall not terminate or reduce Revolving Commitments, the Letter of Credit Sublimit exceeds the aggregate amount of Revolving Commitments if the LC Exposure would exceed of all Lenders, the Letter of Credit Commitments, as so reduced, (iv) Sublimit shall be automatically reduced by the amount of the Letter of Credit Commitment of any Issuing Bank shall not be reduced to an amount which is less than the aggregate amount of LC Exposure in respect of all Letters of Credit issued or deemed issued by such Issuing Bank; and (v) the Aggregate Commitments shall not be reduced to an amount which is less than the aggregate amount of the Letter of Credit Commitments, unless the Letter of Credit Commitments are correspondingly reduced at the same timeexcess. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Aggregate Commitments or the Letter of Credit Commitments under paragraph (b) of this Section at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any 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 Aggregate Revolving Commitments or the Letter under paragraph (b) of Credit Commitments delivered by the Borrower this Section may state that such notice is conditioned upon the consummation of an acquisition or sale transaction or upon the effectiveness of other credit facilities or another eventthe 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 Aggregate Commitments or the Letter of Credit Commitments any Class shall be permanent; provided that nothing in this provision shall affect the Borrower’s ability to increase the Letter of Credit Commitments pursuant to Section 2.01(c)(iii). Each reduction of the Aggregate Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments, except as provided in clause (d) below. Each reduction of the Letter of Credit Commitments being made in conjunction with a reduction of the Aggregate Commitments pursuant to Section 2.09(b)(v) above shall be made ratably among the Issuing Banks in accordance with their respective Letter of Credit Commitments. (d) The Borrower may terminate the unused amount of the Commitment and Letter of Credit Commitment of a Defaulting Lender upon one Business Day’s prior notice to the Administrative Agent (which will promptly notify the Lenders thereof), provided that such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, the Issuing Banks or any Lender may have against such Defaulting Lender. (e) Notwithstanding the foregoing, all of the provisions of the Loan Documents which by their terms survive termination of the Commitments of the Borrower, including, without limitation, those provisions set forth in Section 9.06, shall survive and not be deemed terminated, but shall remain in full force and effectsuch Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Aggregate Tranche A Term Commitments and 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 (or, if the Borrower has not delivered a Borrowing Request for a Borrowing under the Tranche A Term Commitments and the Tranche B Term Commitments on the Effective Date, at 5:00 p.m., New York City time, on the Effective Date). (b) The Borrower may at any time terminate, or from time to time permanently reduce, the Aggregate Commitments or the Letter of Credit Commitmentsany Class; provided that (i) each partial reduction of the Aggregate Commitments or the Letter of Credit Commitments 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 Aggregate Revolving Commitments of any Class if, after giving effect to any concurrent prepayment of the Revolving Loans or the Swingline Loans in accordance with Section 2.11, the sum Aggregate Revolving Exposure of the Credit Exposures such Class would exceed the Aggregate Commitments, (iii) the Borrower shall not terminate or reduce the Letter of Credit Commitments if the LC Exposure would exceed the Letter of Credit Commitments, as so reduced, (iv) the amount of the Letter of Credit Revolving Commitment of any Issuing Bank shall not be reduced to an amount which is less than the aggregate amount of LC Exposure in respect of all Letters of Credit issued or deemed issued by such Issuing Bank; and (v) the Aggregate Commitments shall not be reduced to an amount which is less than the aggregate amount of the Letter of Credit Commitments, unless the Letter of Credit Commitments are correspondingly reduced at the same timeClass. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Aggregate Commitments or the Letter of Credit Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any 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 Aggregate Commitments or the Letter of Credit Revolving Commitments delivered by the Borrower under this paragraph may state that such notice is conditioned upon the effectiveness occurrence of other credit facilities one or another eventmore 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 Aggregate Commitments or the Letter of Credit Commitments any Class shall be permanent; provided that nothing in this provision shall affect the Borrower’s ability to increase the Letter of Credit Commitments pursuant to Section 2.01(c)(iii). Each reduction of the Aggregate Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments, except as provided in clause (d) below. Each reduction of the Letter of Credit Commitments being made in conjunction with a reduction of the Aggregate Commitments pursuant to Section 2.09(b)(v) above shall be made ratably among the Issuing Banks in accordance with their respective Letter of Credit Commitments. (d) The Borrower may terminate the unused amount of the Commitment and Letter of Credit Commitment of a Defaulting Lender upon one Business Day’s prior notice to the Administrative Agent (which will promptly notify the Lenders thereof), provided that such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, the Issuing Banks or any Lender may have against such Defaulting Lender. (e) Notwithstanding the foregoing, all of the provisions of the Loan Documents which by their terms survive termination of the Commitments of the Borrower, including, without limitation, those provisions set forth in Section 9.06, shall survive and not be deemed terminated, but shall remain in full force and effectsuch Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Aggregate Term B Commitments shall terminate at 5:00 p.m., New York time, on the Effective Date, (ii) the portion of the Term A Commitments that is used to make a new Term A Borrowing shall terminate upon the making of such Term A Borrowing, and (iii) all other Commitments shall terminate on the Maturity Termination Date. (b) The Borrower may at any time terminate, or from time to time reduce, after the Aggregate Commitments or first anniversary of the Letter of Credit Commitments; provided that Effective Date terminate the Term A Facility upon (i) each reduction the payment in full of the Aggregate Commitments or the Letter of Credit Commitments shall be in an amount that is an integral multiple of $1,000,000 all outstanding Term A Loans, together with accrued and not less than $5,000,000unpaid interest thereon, (ii) the Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect to any concurrent prepayment payment in full of the Loans accrued and unpaid fees in accordance with Section 2.11, the sum respect of the Credit Exposures would exceed the Aggregate CommitmentsTerm A Facility, including applicable Prepayment Fee (if any), (iii) the Borrower shall not terminate or reduce payment in full of all reimbursable expenses and other Obligations in respect of the Letter of Credit Commitments if Term A Facility to the LC Exposure would exceed the Letter of Credit Commitmentsextent then due and owing, as so reduced, together with accrued and unpaid interest thereon and (iv) the amount of the Letter of Credit Commitment termination of any Issuing Bank shall not be reduced to an amount which is less than the aggregate amount of LC Exposure in respect of all Letters of Credit issued or deemed issued by such Issuing Bank; and (v) the Aggregate Commitments shall not be reduced to an amount which is less than the aggregate amount of the Letter of Credit unused Term A Commitments, unless the Letter of Credit Commitments are correspondingly reduced at the same time. (c) The Borrower may from time to time after the first anniversary of the Effective Date reduce the unused Term A Commitments, upon the payment in full of the accrued and unpaid fees associated with the unused Term A Commitments being so reduced, including the applicable Prepayment Fee (if any). (d) The Borrower shall notify the Administrative Agent in writing of any election to terminate the Term A Facility or reduce the Aggregate Commitments or the Letter of Credit Term A Commitments under paragraph (b) or (c) of this Section at least three 15 Business Days Days, in the case of a termination, and at least five Business Days, in the case of a reduction, prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Aggregate Commitments or the Letter of Credit Commitments any Facility delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or another eventthe occurrence of other refinancings, 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 of the Facilities or reduction of the Aggregate Commitments or the Letter of Credit Term A Commitments shall be permanent; provided that nothing in this provision shall affect the Borrower’s ability to increase the Letter of Credit Commitments pursuant to Section 2.01(c)(iii). Each reduction of the Aggregate Term A Commitments shall be made ratably among the Term A Lenders in accordance with their respective Commitments, except as provided in clause (d) below. Each reduction of the Letter of Credit Commitments being made in conjunction with a reduction of the Aggregate Commitments pursuant to Section 2.09(b)(v) above shall be made ratably among the Issuing Banks in accordance with their respective Letter of Credit Term A Commitments. (d) The Borrower may terminate the unused amount of the Commitment and Letter of Credit Commitment of a Defaulting Lender upon one Business Day’s prior notice to the Administrative Agent (which will promptly notify the Lenders thereof), provided that such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, the Issuing Banks or any Lender may have against such Defaulting Lender. (e) Notwithstanding the foregoing, all of the provisions of the Loan Documents which by their terms survive termination of the Commitments of the Borrower, including, without limitation, those provisions set forth in Section 9.06, shall survive and not be deemed terminated, but shall remain in full force and effect.

Termination and Reduction of Commitments. (a) Unless previously terminated, the Aggregate Commitments shall terminate on the Maturity Date. (b) The Borrower WPZ may at any time terminate, or from time to time reduce, the Aggregate Commitments or the Letter of Credit Commitments; provided that (i) each reduction of the Aggregate Commitments or the Letter of Credit Commitments 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 WPZ shall not terminate or reduce the Aggregate Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.11, the sum of the Aggregate Outstanding Credit Exposures Exposure would exceed the Aggregate Commitments, (iii) the Borrower shall not terminate or reduce the Letter of Credit Commitments if the LC Exposure would exceed the Letter of Credit Commitments, as so reduced, (iv) the amount of the Letter of Credit Commitment of any Issuing Bank shall not be reduced to an amount which is less than the aggregate amount of LC Exposure in respect of all Letters of Credit issued or deemed issued by such Issuing Bank; and (v) the Aggregate Commitments shall not be reduced to an amount which is less than the aggregate amount of the Letter of Credit Commitments, unless the Letter of Credit Commitments are correspondingly reduced at the same time. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Aggregate Commitments or the Letter of Credit Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Revolving Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Aggregate Commitments or the Letter of Credit Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or another event, 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 Aggregate Commitments or the Letter of Credit Commitments shall be permanent; provided that nothing in this provision shall affect the Borrower’s ability to increase the Letter of Credit Commitments pursuant to Section 2.01(c)(iii). Each reduction of the Aggregate Commitments shall be made ratably among the Lenders in accordance with their respective Commitments, except as provided in clause (d) below. Each reduction of the Letter of Credit Commitments being made in conjunction with a reduction of the Aggregate Commitments pursuant to Section 2.09(b)(v) above shall be made ratably among the Issuing Banks in accordance with their respective Letter of Credit Commitments. (d) The Borrower WPZ may terminate the unused amount of the Commitment and Letter of Credit Commitment of a Defaulting Lender upon one Business Day’s prior notice to the Administrative Agent (which will promptly notify the Lenders thereof), provided that such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, the Issuing Banks Agent or any Lender may have against such Defaulting Lender. (e) In the event that (i) a Prepayment Event occurs, the Commitments shall reduce on the fifth Business Day following receipt of the Net Cash Proceeds attributable to such Prepayment Event in an amount equal such Net Cash Proceeds (whether or not any prepayment is required to be made in accordance with Section 2.11(b) of this Agreement) and (ii) the “Aggregate Commitments” (as defined in the Existing Credit Agreement) exceeds $3,500,000,000 (with such increase effectuated in accordance with the terms of the Existing Credit Agreement), the Commitments shall reduce in an amount equal to such incremental “Commitments” (as defined in the Existing Credit Agreement). (f) Notwithstanding the foregoing, all of the provisions of the Loan Documents which by their terms survive termination of the Commitments of the BorrowerCommitments, including, without limitation, those provisions set forth in Section 9.06, shall survive and not be deemed terminated, but shall remain in full force and effect.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Aggregate Term Loan Commitments shall terminate at 5:00 p.m., New York City time, on the Effective Date and (ii) all the Revolving Commitments shall terminate on the Revolving Credit Maturity Date. (b) The Borrower may at any time terminate, or terminate the Revolving Commitments upon the Payment in Full of the Secured Obligations. (c) The Borrower may from time to time reduce, reduce the Aggregate Commitments or the Letter of Credit Revolving Commitments; provided that (i) each reduction of the Aggregate Commitments or the Letter of Credit Revolving Commitments shall be in an amount that is an integral multiple of $1,000,000 250,000 and not less than $5,000,000, 250,000 and (ii) the Borrower shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.11, the sum of the Credit Exposures would exceed the Aggregate Commitments, (iii) the Borrower shall not terminate or reduce the Letter of Credit Commitments if the LC Revolving Exposure would exceed the Letter of Credit aggregate Revolving Commitments, as so reduced, (iv) the amount of the Letter of Credit Commitment of any Issuing Bank shall not be reduced to an amount which is less than the aggregate amount of LC Exposure in respect of all Letters of Credit issued or deemed issued by such Issuing Bank; and (v) the Aggregate Commitments shall not be reduced to an amount which is less than the aggregate amount of the Letter of Credit Commitments, unless the Letter of Credit Commitments are correspondingly reduced at the same time. (cd) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Aggregate Commitments or the Letter of Credit Revolving Commitments under paragraph (b) or (c) of this Section at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Aggregate Commitments or the Letter of Credit Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or another eventfacilities, 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 Aggregate Commitments or the Letter of Credit Revolving Commitments shall be permanent; provided that nothing in this provision shall affect the Borrower’s ability to increase the Letter of Credit Commitments pursuant to Section 2.01(c)(iii). Each reduction of the Aggregate Revolving Commitments shall be made ratably among the Lenders in accordance with their respective Commitments, except as provided in clause (d) below. Each reduction of the Letter of Credit Commitments being made in conjunction with a reduction of the Aggregate Commitments pursuant to Section 2.09(b)(v) above shall be made ratably among the Issuing Banks in accordance with their respective Letter of Credit Revolving Commitments. (d) The Borrower may terminate the unused amount of the Commitment and Letter of Credit Commitment of a Defaulting Lender upon one Business Day’s prior notice to the Administrative Agent (which will promptly notify the Lenders thereof), provided that such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, the Issuing Banks or any Lender may have against such Defaulting Lender. (e) Notwithstanding the foregoing, all of the provisions of the Loan Documents which by their terms survive termination of the Commitments of the Borrower, including, without limitation, those provisions set forth in Section 9.06, shall survive and not be deemed terminated, but shall remain in full force and effect.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Aggregate Euro Tranche B Term Commitments shall automatically terminate 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 (iv) 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 Aggregate Commitments or the Letter of Credit Commitmentsany Class; provided that (i) each partial reduction of the Aggregate Commitments or the Letter of Credit Commitments 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 Aggregate Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.11, the sum of the Credit Exposures Aggregate Revolving Exposure would exceed the Aggregate Commitments, (iii) the Borrower shall not terminate or reduce the Letter of Credit Commitments if the LC Exposure would exceed the Letter of Credit Commitments, as so reduced, (iv) the amount of the Letter of Credit Commitment of any Issuing Bank shall not be reduced to an amount which is less than the aggregate amount of LC Exposure in respect of all Letters of Credit issued or deemed issued by such Issuing Bank; and (v) the Aggregate Commitments shall not be reduced to an amount which is less than the aggregate amount of the Letter of Credit Commitments, unless the Letter of Credit Commitments are correspondingly reduced at the same timeRevolving Commitment. (c) The applicable Borrower shall notify the Administrative Agent of any election to terminate or reduce the Aggregate Commitments or the Letter of Credit Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any 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 Aggregate Commitments or the Letter of Credit Revolving Commitments delivered by the Borrower under this paragraph may state that such notice is conditioned upon the effectiveness occurrence of other credit facilities one or another eventmore 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 Aggregate Commitments or the Letter of Credit Commitments any Class shall be permanent; provided that nothing in this provision shall affect the Borrower’s ability to increase the Letter of Credit Commitments pursuant to Section 2.01(c)(iii). Each reduction of the Aggregate Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments, except as provided in clause (d) below. Each reduction of the Letter of Credit Commitments being made in conjunction with a reduction of the Aggregate Commitments pursuant to Section 2.09(b)(v) above shall be made ratably among the Issuing Banks in accordance with their respective Letter of Credit Commitments. (d) The Borrower may terminate the unused amount of the Commitment and Letter of Credit Commitment of a Defaulting Lender upon one Business Day’s prior notice to the Administrative Agent (which will promptly notify the Lenders thereof), provided that such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, the Issuing Banks or any Lender may have against such Defaulting Lender. (e) Notwithstanding the foregoing, all of the provisions of the Loan Documents which by their terms survive termination of the Commitments of the Borrower, including, without limitation, those provisions set forth in Section 9.06, shall survive and not be deemed terminated, but shall remain in full force and effectsuch Class.

Termination and Reduction of Commitments. (a) Unless previously terminatedThe Tranche A Commitments with respect to Tranche A-1 Loans shall be automatically and permanently terminated at 5:00 p.m., Charlotte time, on the earlier of (i) December 31, 1996 and (ii) the Closing Date. The Tranche A Commitments with respect to Tranche A-2 Loans and the Tranche B Commitments shall be automatically 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 Aggregate Commitments shall terminate on 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 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 Aggregate Commitments Borrower may terminate in whole or reduce in part the Letter of Total Unutilized Revolving Credit Commitments; provided that (i) each any such partial reduction of the Aggregate Commitments or the Letter of Credit Commitments 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 Aggregate Commitments ifif greater, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.11, the sum of the Credit Exposures would exceed the Aggregate Commitments, (iii) the Borrower shall not terminate or reduce the Letter of Credit Commitments if the LC Exposure would exceed the Letter of Credit Commitments, as so reduced, (iv) the an integral multiple thereof. The amount of the Letter of Credit Commitment of any Issuing Bank shall not be reduced to an amount which is less than the aggregate amount of LC Exposure in respect of all Letters of Credit issued termination or deemed issued by such Issuing Bank; and (v) the Aggregate Commitments shall not be reduced to an amount which is less than the aggregate amount of the Letter of Credit Commitments, unless the Letter of Credit Commitments are correspondingly reduced at the same time. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Aggregate Commitments or the Letter of Credit Commitments reduction made under paragraph this subsection (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall may not thereafter be irrevocable; provided that a notice of termination of the Aggregate Commitments or the Letter of Credit Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or another event, 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 Aggregate Commitments or the Letter of Credit Commitments shall be permanent; provided that nothing in this provision shall affect the Borrower’s ability to increase the Letter of Credit Commitments pursuant to Section 2.01(c)(iii)reinstated. Each reduction of the Aggregate Revolving Credit Commitments pursuant to this Section 2.5 shall be made applied ratably among the Revolving Lenders in accordance with according to their respective Commitments, except as provided in clause (d) below. Each reduction of the Letter of Credit Commitments being made in conjunction with a reduction of the Aggregate Commitments pursuant to Section 2.09(b)(v) above shall be made ratably among the Issuing Banks in accordance with their respective Letter of Revolving Credit Commitments. (d) The Borrower may terminate the unused amount of the Commitment and Letter of Credit Commitment of a Defaulting Lender upon one Business Day’s prior notice to the Administrative Agent (which will promptly notify the Lenders thereof), provided that such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, the Issuing Banks or any Lender may have against such Defaulting Lender. (e) Notwithstanding the foregoing, all of the provisions of the Loan Documents which by their terms survive termination of the Commitments of the Borrower, including, without limitation, those provisions set forth in Section 9.06, shall survive and not be deemed terminated, but shall remain in full force and effect.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Aggregate Commitments Refinancing Term Commitment of each Refinancing Term Lender shall automatically terminate at 5:00 p.m., New York City time, on the Effective Date, (ii) the Delayed Draw Term Commitment of each Delayed Draw Term Lender shall automatically terminate on the earlier of (A) immediately after the making of the Delayed Draw Term Loan by such Delayed Draw Term Lender on the Delayed Draw Term Funding Date and (B) the Delayed Draw Term Commitment Termination Date and (iii) 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 Aggregate Commitments or the Letter of Credit Commitmentsany Class; provided that (i) each reduction of the Aggregate Commitments or the Letter of Credit Commitments a Class shall be in an amount that is an integral multiple of $US$1,000,000 and not less than $5,000,000US$5,000,000 (or, if less, the remaining Commitments of such Class) and (ii) the Borrower Company shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans in accordance with Section 2.112.08, (A) the sum of the Credit Exposures Aggregate Revolving Exposure would exceed the Aggregate Commitments, Revolving Commitment or (iiiB) the Borrower shall not terminate or reduce the Letter Revolving Exposure of Credit Commitments if the LC Exposure any Revolving Lender would exceed the Letter of Credit Commitments, as so reduced, (iv) the amount of the Letter of Credit Commitment of any Issuing Bank shall not be reduced to an amount which is less than the aggregate amount of LC Exposure in respect of all Letters of Credit issued or deemed issued by such Issuing Bank; and (v) the Aggregate Commitments shall not be reduced to an amount which is less than the aggregate amount of the Letter of Credit Commitments, unless the Letter of Credit Commitments are correspondingly reduced at the same timeits Revolving Commitment. (c) The Borrower Company shall notify the Administrative Agent of any election to terminate or reduce the Aggregate Commitments or the Letter of Credit Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any 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 Aggregate Commitments or the Letter of Credit Commitments delivered by the Borrower any Class under paragraph (b) of this Section may state that such notice is conditioned upon the effectiveness occurrence of other credit facilities one or another eventmore 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 Aggregate Commitments or the Letter of Credit Commitments any Class shall be permanent; provided that nothing in this provision shall affect the Borrower’s ability to increase the Letter of Credit Commitments pursuant to Section 2.01(c)(iii). Each reduction of the Aggregate Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments, except as provided in clause (d) below. Each reduction of the Letter of Credit Commitments being made in conjunction with a reduction of the Aggregate Commitments pursuant to Section 2.09(b)(v) above shall be made ratably among the Issuing Banks in accordance with their respective Letter of Credit Commitments. (d) The Borrower may terminate the unused amount of the Commitment and Letter of Credit Commitment of a Defaulting Lender upon one Business Day’s prior notice to the Administrative Agent (which will promptly notify the Lenders thereof), provided that such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, the Issuing Banks or any Lender may have against such Defaulting Lender. (e) Notwithstanding the foregoing, all of the provisions of the Loan Documents which by their terms survive termination of the Commitments of the Borrower, including, without limitation, those provisions set forth in Section 9.06, shall survive and not be deemed terminated, but shall remain in full force and effectsuch Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, the Aggregate The Commitments shall terminate automatically on the Maturity Commitment Termination Date. (b) The Upon at least two Business Days’ prior irrevocable written notice to the Agent, the Borrower may may, without premium or penalty, at any time in whole permanently terminate, or from time to time in part permanently reduce, the Aggregate Commitments or the Letter of Credit Commitments; provided provided, however, that (i) each partial reduction of the Aggregate Commitments or the Letter of Credit Commitments shall be in an amount that is an integral multiple of $1,000,000 10,000,000 and not less than in a minimum principal amount of $5,000,000, 10,000,000 and (ii) the Borrower no such termination or reduction shall not terminate or be made that would reduce the Aggregate Commitments if, to an amount less than (1) the aggregate amount of Outstanding Credits on the date of such termination or reduction (after giving effect to any concurrent prepayment of the Loans in accordance with made pursuant to Section 2.11, the sum of the Credit Exposures would exceed the Aggregate Commitments, 2.09) or (iii2) the Borrower shall not terminate or reduce the Letter of Credit Commitments if the LC Exposure would exceed the Letter of Credit Commitments, as so reduced, (iv) the amount of the Letter of Credit Commitment of any Issuing Bank shall not be reduced to an amount which is less than the aggregate amount of LC Exposure in respect of all Letters of Credit issued or deemed issued by such Issuing Bank; and (v) the Aggregate Commitments shall not be reduced to an amount which is less than the aggregate amount of the Letter of Credit Commitments$50,000,000, unless the Letter result of Credit such termination or reduction referred to in this clause (2) is to reduce the Commitments are correspondingly reduced at to $0. The Agent shall advise the same timeLenders of any notice given pursuant to this subsection (b) and of each Lender’s portion of any such termination or reduction of the Commitments. (c) The Commitments shall, on each date on which the Borrower shall notify the Administrative Agent of prepays or redeems all or any election to terminate or reduce the Aggregate Commitments or the Letter of Credit Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders portion of the contents thereof. Each notice delivered Incremental Notes, automatically and permanently reduce by a principal amount that is the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination same percentage of the Aggregate Commitments Total Commitment on the date hereof as the principal amount of the Incremental Notes prepaid or redeemed on such date is of the Letter original principal amount of Credit Commitments delivered by Incremental Notes, determined on a cumulative basis, until the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or another event, in which case such notice may be revoked by the Borrower Total Commitment has been reduced to $500,000,000. (by notice to the Administrative Agent on or prior to the specified effective dated) if such condition is not satisfied. Any termination or Upon any reduction of the Aggregate Commitments or “Commitments” (as such term is defined in the Letter Existing Facility), the Total Commitment shall automatically and permanently reduce by an amount that is the same percentage of Credit Commitments shall be permanent; provided the Total Commitment as of the date hereof that nothing in this provision shall affect the Borrower’s ability to increase the Letter amount of Credit Commitments pursuant to Section 2.01(c)(iii). Each such reduction of the Aggregate “Commitments” under the Existing Facility is of the aggregate amount of the “Commitments” under the Existing Facility as of the date hereof. (e) Each reduction in the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments. The Borrower shall pay to the Agent for the account of the Lenders, except as provided in clause (d) below. Each on the date of each termination or reduction of the Letter of Credit Commitments being made in conjunction with a reduction of Commitments, the Aggregate Commitments pursuant to Section 2.09(b)(v) above shall be made ratably among Commitment Fee on the Issuing Banks in accordance with their respective Letter of Credit Commitments. (d) The Borrower may terminate the unused amount of the Commitment and Letter Commitments so terminated or reduced, in each case accrued through the date of Credit Commitment of a Defaulting Lender upon one Business Day’s prior notice to the Administrative Agent (which will promptly notify the Lenders thereof), provided that such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, the Issuing Banks or any Lender may have against such Defaulting Lenderreduction. (e) Notwithstanding the foregoing, all of the provisions of the Loan Documents which by their terms survive termination of the Commitments of the Borrower, including, without limitation, those provisions set forth in Section 9.06, shall survive and not be deemed terminated, but shall remain in full force and effect.

Termination and Reduction of Commitments. (a) Unless previously terminated, the Aggregate Commitments shall terminate on the Maturity Date. (b) The Borrower may at any time terminate, or from time to time reduce, the Aggregate Commitments or the Letter of Credit Commitments; provided that (i) each reduction of the Aggregate Commitments or the Letter of Credit Commitments 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 Aggregate Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.112.12, the sum of the any Lender’s Revolving Credit Exposures would exceed the Aggregate Commitments, (iii) the Borrower shall not terminate or reduce the Letter of Credit Commitments if the LC Exposure would exceed the Letter of Credit Commitments, as so reduced, (iv) the amount of the Letter of Credit Commitment of any Issuing Bank shall not be reduced to an amount which is less than the aggregate amount of LC Exposure in respect of all Letters of Credit issued or deemed issued by such Issuing Bank; and (v) the Aggregate Commitments shall not be reduced to an amount which is less than the aggregate amount of the Letter of Credit Commitments, unless the Letter of Credit Commitments are correspondingly reduced at the same timeits Commitment. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Aggregate Commitments or the Letter of Credit Commitments under paragraph (bSection 2.09(b) of this Section at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section 2.09(c) shall be irrevocable; provided that a notice of termination of the Aggregate Commitments or the Letter of Credit Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or another eventfacilities, 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 Aggregate Commitments or the Letter of Credit Commitments shall be permanent; provided that nothing in this provision shall affect the Borrower’s ability to increase the Letter of Credit Commitments pursuant to this Section 2.01(c)(iii)2.09(c) shall be permanent and may not be reinstated. Each reduction of the Aggregate Commitments pursuant to this Section 2.09(c) shall be made ratably among the Lenders in accordance with their respective Commitments, except as provided in clause Applicable Percentages. (d) belowIn connection with any mandatory prepayment pursuant to Section 2.12(c) that, when taken together with all other mandatory prepayments pursuant to Section 2.12(c) during the term of this Agreement, exceeds $5,000,000 (the “Commitment Reduction Threshold”), the Commitments then in effect shall be reduced by an amount equal to the amount of such prepayment (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 Letter 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 Credit Commitments being made in conjunction with a any such reduction of the Aggregate Commitments pursuant to Section 2.09(b)(v) above shall be made ratably among the Issuing Banks in accordance with their respective Letter of Credit Commitments. (d) The Borrower may terminate the unused amount of the Commitment and Letter of Credit Commitment of a Defaulting Lender upon one Business Day’s prior notice to the Administrative Agent (which will promptly notify the Lenders thereof), provided that such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, the Issuing Banks or any Lender may have against such Defaulting Lender. (e) Notwithstanding the foregoing, all of the provisions of the Loan Documents which by their terms survive termination of the Commitments of the Borrower, including, without limitation, those provisions set forth in Section 9.06, shall survive and not be deemed terminated, but shall remain in full force and effect.

Termination and Reduction of Commitments. (a) Unless previously terminatedThe Tranche A Commitment shall automatically terminate at 5:00 p.m., New York City time, on the Initial Funding Date. The Tranche B Commitment shall automatically terminate at 5:00 p.m., New York City time, on the Tranche B Commitment Termination Date. The Revolving Commitments, the Aggregate Commitments Swingline Commitment and the LC Commitment shall automatically terminate on the Revolving Maturity Date. Notwithstanding the foregoing, all the Commitments shall automatically terminate at 5:00 p.m., New York City time, on June 30, 2004, if the initial Credit Extension shall not have occurred by such time. (b) The At its option, Borrower may at any time terminate, or from time to time permanently reduce, the Aggregate Commitments or the Letter of Credit Commitmentsany Class; provided that (i) each reduction of the Aggregate Commitments or the Letter of Credit Commitments any Class shall be in an amount that is an integral multiple of $1,000,000 1.0 million and not less than $5,000,000, 3.0 million and (ii) the Borrower Revolving Commitments shall not terminate be terminated or reduce the Aggregate Commitments reduced if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.112.10, the sum aggregate amount of the Credit Revolving Exposures would exceed the Aggregate Commitments, (iii) the Borrower shall not terminate or reduce the Letter of Credit Commitments if the LC Exposure would exceed the Letter of Credit Commitments, as so reduced, (iv) the amount of the Letter of Credit Commitment of any Issuing Bank shall not be reduced to an amount which is less than the aggregate amount of LC Exposure in respect of all Letters of Credit issued or deemed issued by such Issuing Bank; and (v) the Aggregate Commitments shall not be reduced to an amount which is less than the aggregate amount of the Letter of Credit Revolving Commitments, unless the Letter of Credit Commitments are correspondingly reduced at the same time. (c) The Borrower shall notify the Administrative Agent in writing of any election to terminate or reduce the Aggregate Commitments or the Letter of Credit Commitments under paragraph (bSection 2.07(b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Aggregate Commitments or the Letter of Credit Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or another eventfacilities, 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 Aggregate Commitments or the Letter of Credit Commitments any Class shall be permanent; provided that nothing in this provision shall affect the Borrower’s ability to increase the Letter of Credit Commitments pursuant to Section 2.01(c)(iii). Each reduction of the Aggregate Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments, except as provided in clause (d) below. Each reduction of the Letter of Credit Commitments being made in conjunction with a reduction of the Aggregate Commitments pursuant to Section 2.09(b)(v) above shall be made ratably among the Issuing Banks in accordance with their respective Letter of Credit Commitments. (d) The Borrower may terminate the unused amount of the Commitment and Letter of Credit Commitment of a Defaulting Lender upon one Business Day’s prior notice to the Administrative Agent (which will promptly notify the Lenders thereof), provided that such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, the Issuing Banks or any Lender may have against such Defaulting Lender. (e) Notwithstanding the foregoing, all of the provisions of the Loan Documents which by their terms survive termination of the Commitments of the Borrower, including, without limitation, those provisions set forth in Section 9.06, shall survive and not be deemed terminated, but shall remain in full force and effectsuch Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Aggregate Term Loan Commitments shall terminate at 1:00 p.m., New York City time, on the last day of the Term Loan Commitment Period, (ii) the Domestic Revolving Commitments shall 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 reduce, the Aggregate Commitments or the Letter of Credit Commitmentsany Class; provided that (i) each reduction of the Aggregate Commitments or the Letter (other than Foreign Trade Commitments) of Credit Commitments 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 Aggregate Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.11, the sum of the Credit Exposures would exceed the Aggregate Commitments2.12, (iiiA) the Borrower shall not terminate or reduce the Letter of Credit Commitments if the LC Total Domestic Exposure would exceed the Letter of Credit total Domestic Revolving Commitments, as so reduced, (ivB) the amount of Total Global Exposure would exceed the Letter of Credit Commitment of any Issuing Bank shall not be reduced to an amount which is less than total Global Revolving Commitments or (C) the aggregate amount of LC Total Foreign Trade Exposure in respect of all Letters of Credit issued or deemed issued by such Issuing Bank; would exceed the total Foreign Trade Commitments and (viii) the Aggregate each reduction of Foreign Trade Commitments shall not be reduced to an amount which is less than the aggregate amount of the Letter of Credit Commitments, unless the Letter of Credit Commitments are correspondingly reduced at the same timemade in accordance with Section 2.6(p). (c) The Parent Borrower shall notify the Administrative Agent of any election to terminate or reduce the Aggregate Commitments or the Letter of Credit Commitments under paragraph (b) of this Section Section, at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Parent Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Aggregate Commitments or the Letter of Credit Revolving Commitments delivered by the Parent Borrower may state that such notice is conditioned upon the effectiveness or closing of other credit facilities facilities, debt financings or another eventDispositions, 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 Aggregate Commitments or the Letter of Credit Commitments shall be permanent; provided that nothing in this provision shall affect the Borrower’s ability to increase the Letter of Credit Commitments pursuant to Section 2.01(c)(iii). Each reduction of the Aggregate Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments, except as provided in clause (d) below. Each reduction of the Letter of Credit Commitments being made in conjunction with a reduction of the Aggregate Commitments pursuant to Section 2.09(b)(v) above shall be made ratably among the Issuing Banks in accordance with their respective Letter of Credit Commitments. (d) The Borrower may terminate the unused amount of the Commitment and Letter of Credit Commitment of a Defaulting Lender upon one Business Day’s prior notice to the Administrative Agent (which will promptly notify the Lenders thereof), provided that such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, the Issuing Banks or any Lender may have against such Defaulting Lender. (e) Notwithstanding the foregoing, all of the provisions of the Loan Documents which by their terms survive termination of the Commitments of the Borrower, including, without limitation, those provisions set forth in Section 9.06, shall survive and not be deemed terminated, but shall remain in full force and effectsuch Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, the Aggregate The Tranche A Commitments of each Lender shall terminate be automatically terminated on the Maturity Tranche A Termination Date. The Tranche B Commitments of each Lender shall be automatically terminated on the Tranche B Termination Date. (b) The Subject to Sections 2.14(b) and (c), upon at least three Business Days’ prior irrevocable written or telecopy notice to the Administrative Agent (which shall promptly notify each Lender), the Borrower may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Aggregate Commitments Total Tranche A Commitment or the Letter of Credit Commitments; provided that (i) each reduction of the Aggregate Commitments Total Tranche B Commitment, or the Letter of Credit 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 Aggregate Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.11, the sum of the Credit Exposures would exceed the Aggregate Commitments, (iii) the Borrower shall not terminate or reduce the Letter of Credit Commitments if the LC Exposure would exceed the Letter of Credit Commitments, as so reduced, (iv) the amount of the Letter of Credit Commitment of any Issuing Bank shall not be reduced to an amount which is less than the aggregate amount of LC Exposure in respect of all Letters of Credit issued or deemed issued by such Issuing Bank; and (v) the Aggregate Commitments shall not be reduced to an amount which is less than the aggregate amount of the Letter of Credit Commitments, unless the Letter of Credit Commitments are correspondingly reduced at the same time. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Aggregate Commitments or the Letter of Credit Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocableboth; provided that a notice of termination or reduction of the Aggregate Commitments or the Letter of Credit Commitments delivered by the Borrower may (i) state that such notice is conditioned upon the effectiveness of other credit facilities one or another eventmore 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 satisfied or (ii) be revoked if otherwise approved by the Administrative Agent; provided further that (i) each partial reduction shall be in an integral multiple of $1,000,000 and in a minimum principal amount of $10,000,000, (ii) the Borrower shall not be entitled to make any such termination or reduction that would reduce the Total Tranche A Commitment or Total Tranche B Commitment, as applicable, to an amount less than the aggregate Exposure under the applicable Facility and (iii) the Borrower may not reduce or terminate the Total Tranche A Commitment unless the Total Tranche B Commitment has terminated and all amounts owed under the Tranche B Facility have been paid in full. (c) If on any date the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any sale or disposition permitted by Section 6.3(d), the Aggregate Commitments or the Letter of Credit Commitments Total Commitment shall be permanent; provided that nothing in this provision shall affect permanently reduced by 50% of such amount, with such reduction being applied first to the Borrower’s ability Total Tranche B Commitment and then to increase the Letter of Credit Commitments pursuant to Section 2.01(c)(iii). Total Tranche A Commitment. (d) Each reduction of in the Aggregate Commitments Total Tranche A Commitment or Total Tranche B Commitment hereunder shall be made ratably among the Lenders in accordance with their respective Commitments, except as provided in clause (d) belowCommitments under the applicable Facility. Each reduction of the Letter of Credit Commitments being made in conjunction with a reduction of the Aggregate Commitments pursuant to Section 2.09(b)(v) above shall be made ratably among the Issuing Banks in accordance with their respective Letter of Credit Commitments. (d) The Borrower may terminate the unused amount of the Commitment and Letter of Credit Commitment of a Defaulting Lender upon one Business Day’s prior notice shall pay to the Administrative Agent (which will promptly notify for the account of the Lenders thereof), provided that such under the applicable Facility on the date of each termination will not be deemed to be a waiver or release of any claim reduction in the BorrowerTotal Commitment, the Administrative Agent, Facility Fees on the Issuing Banks or any Lender may have against such Defaulting Lender. (e) Notwithstanding the foregoing, all of the provisions of the Loan Documents which by their terms survive termination amount of the Commitments so terminated or reduced accrued to the date of the Borrower, including, without limitation, those provisions set forth in Section 9.06, shall survive and not be deemed terminated, but shall remain in full force and effectsuch termination or reduction.

Termination and Reduction of Commitments. (a) Unless previously terminated, the Aggregate Revolving Commitments shall terminate on the Maturity Datelast day of the Availability Period. (b) The Borrower Borrowers may at any time terminate, or from time to time reduce, the Aggregate Commitments or the Letter of Credit Revolving Commitments; , provided that (i) the Borrowers may not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment or repayment of Loans permitted or required under this Agreement, the Total Revolving Outstandings would exceed the Line Cap, (ii) each such reduction of the Aggregate Commitments or the Letter of Credit Revolving Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,0005,000,000 (or, (ii) the Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.11if less, the sum remaining amount of the Credit Exposures would exceed the Aggregate such Commitments), and (iii) the Borrower shall not terminate or reduce the Letter of Credit Commitments if the LC Exposure would exceed the Letter of Credit Commitments, as so reduced, (iv) the amount any reduction of the Letter of Credit Commitment of any Issuing Bank shall not be reduced Revolving Commitments to an amount which is less than below the aggregate amount of LC Exposure in respect of all Letters of Credit issued L/C Sublimit or deemed issued by such Issuing Bank; and (v) the Aggregate Commitments Swingline Sublimit shall not be reduced to an amount which is less than automatically reduce the aggregate amount of L/C Sublimit or the Letter of Credit CommitmentsSwingline Sublimit, unless the Letter of Credit Commitments are correspondingly reduced at the same timeas applicable, on a Dollar for Dollar basis. (c) The Lead Borrower shall notify the Administrative Agent of any election to terminate or reduce the Aggregate Commitments or the Letter of Credit Commitments under paragraph (b) of this Section 2.05 at least three (3) Business Days prior to the effective date of such termination or reductionreduction (or in each case, such later date as each of the Administrative Agent and each Lender may agree to in its sole discretion), specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Lead Borrower pursuant to this Section 2.05 shall be irrevocable; , provided that a notice of termination of the Aggregate such Commitments or the Letter of Credit Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of any other credit facilities or another eventtransaction, in which case such notice may be revoked or the effective date of the termination or reduction of the Commitments specified in such notice may be delayed by the Lead Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied, subject to the Borrowers’ obligation to indemnify the Lenders pursuant to Section 2.17. Any termination or reduction Each reduction, and any termination, of the Aggregate Commitments or the Letter of Credit Commitments shall be permanent; provided that nothing in this provision shall affect the Borrower’s ability to increase the Letter of Credit Commitments pursuant to Section 2.01(c)(iii). Each reduction of the Aggregate Revolving Commitments shall be made ratably among the Revolving Lenders in accordance with their respective Commitments, except as provided in clause (d) below. Each reduction of the Letter of Credit Commitments being made in conjunction with a reduction of the Aggregate Commitments pursuant to Section 2.09(b)(v) above shall be made ratably among the Issuing Banks in accordance with their respective Letter of Credit Revolving Commitments. (d) The Borrower may terminate the unused amount of the Commitment and Letter of Credit Commitment of a Defaulting Lender upon one Business Day’s prior notice to the Administrative Agent (which will promptly notify the Lenders thereof), provided that such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, the Issuing Banks or any Lender may have against such Defaulting Lender. (e) Notwithstanding the foregoing, all of the provisions of the Loan Documents which by their terms survive termination of the Commitments of the Borrower, including, without limitation, those provisions set forth in Section 9.06, shall survive and not be deemed terminated, but shall remain in full force and effect.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Aggregate initial Term Commitments shall automatically terminate upon the initial funding of the initial Term Loans on the Effective Date, (ii) the Tack-On Term Commitments shall automatically terminate upon the funding of the Tack-On Term Loans on the First Amendment Effective Date, (iii) the Revolving Commitments shall automatically terminate on the Revolving Maturity Date, and (iv) the 364-Day Commitments shall automatically terminate on the 364-Day Maturity Date. (b) The 364-Day Commitments shall automatically be reduced dollar-for-dollar by the amount of the net proceeds of any issuance by the Borrower of any debt securities of the Borrower after the Effective Date, such reduction being effective as of the Business Day next succeeding the date of the receipt of such net proceeds by the Borrower. (c) The Borrower may at any time terminate, or from time to time permanently reduce, the Aggregate Commitments or the Letter of Credit Commitmentsany Class; provided that (i) each partial reduction of the Aggregate Commitments or the Letter of Credit Commitments 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 Aggregate Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.112.10, the sum of the Credit Exposures Aggregate Revolving Exposure would exceed the Aggregate Commitments, (iii) the Borrower shall not terminate or reduce the Letter of Credit Commitments if the LC Exposure would exceed the Letter of Credit Commitments, as so reduced, (iv) the amount of the Letter of Credit Commitment of any Issuing Bank shall not be reduced to an amount which is less than the aggregate amount of LC Exposure in respect of all Letters of Credit issued or deemed issued by such Issuing Bank; and (v) the Aggregate Commitments shall not be reduced to an amount which is less than the aggregate amount of the Letter of Credit Commitments, unless the Letter of Credit Commitments are correspondingly reduced at the same timeRevolving Commitment. (cd) The Borrower shall notify the Administrative Agent in writing of (i) any election to terminate or reduce the Aggregate Commitments or the Letter of Credit Commitments under paragraph (bc) of this Section 2.07 at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereofthereof and (ii) any mandatory reduction of the 364-Day Commitments under paragraph (b) of this Section 2.07 on or prior to the effective date of such reduction. 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 Aggregate Commitments or the Letter of Credit Revolving Commitments delivered by the Borrower under this paragraph may state that such notice is conditioned upon the effectiveness occurrence of other credit facilities one or another eventmore 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 Aggregate Commitments or the Letter of Credit Commitments any Class shall be permanent; provided that nothing in this provision shall affect the Borrower’s ability to increase the Letter of Credit Commitments pursuant to Section 2.01(c)(iii). Each reduction of the Aggregate Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments, except as provided in clause (d) below. Each reduction of the Letter of Credit Commitments being made in conjunction with a reduction of the Aggregate Commitments pursuant to Section 2.09(b)(v) above shall be made ratably among the Issuing Banks in accordance with their respective Letter of Credit Commitments. (d) The Borrower may terminate the unused amount of the Commitment and Letter of Credit Commitment of a Defaulting Lender upon one Business Day’s prior notice to the Administrative Agent (which will promptly notify the Lenders thereof), provided that such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, the Issuing Banks or any Lender may have against such Defaulting Lender. (e) Notwithstanding the foregoing, all of the provisions of the Loan Documents which by their terms survive termination of the Commitments of the Borrower, including, without limitation, those provisions set forth in Section 9.06, shall survive and not be deemed terminated, but shall remain in full force and effectsuch Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Aggregate Additional Term B-1-2 Commitments outstanding on the FirstSecond Amendment Effective Date shall terminate at 5:00 p.m., New York City time, on the FirstSecond Amendment 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 reduce, the Aggregate Commitments or the Letter of Credit Commitments; any Class, provided that (i) each reduction of the Aggregate Commitments or the Letter of Credit Commitments 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 Aggregate Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans in accordance with Section 2.11, the sum of the Credit aggregate Revolving Exposures would exceed the Aggregate Total Revolving Commitments, (iii) the Borrower shall not terminate or reduce the Letter of Credit Commitments if the LC Exposure would exceed the Letter of Credit Commitments, as so reduced, (iv) the amount of the Letter of Credit Commitment of any Issuing Bank shall not be reduced to an amount which is less than the aggregate amount of LC Exposure in respect of all Letters of Credit issued or deemed issued by such Issuing Bank; and (v) the Aggregate Commitments shall not be reduced to an amount which is less than the aggregate amount of the Letter of Credit Commitments, unless the Letter of Credit Commitments are correspondingly reduced at the same time. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Aggregate Commitments or the Letter of Credit Commitments under paragraph (b) of this Section 2.06 at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section 2.06 shall be irrevocable; provided that a notice of termination of the Aggregate Commitments or the Letter of Credit Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or another eventthe receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or condition, 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 Aggregate Commitments or the Letter of Credit Commitments any Class shall be permanent; provided that nothing in this provision shall affect the Borrower’s ability to increase the Letter of Credit Commitments pursuant to Section 2.01(c)(iii). Each reduction of the Aggregate Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments, except as provided in clause (d) below. Each reduction of the Letter of Credit Commitments being made in conjunction with a reduction of the Aggregate Commitments pursuant to Section 2.09(b)(v) above shall be made ratably among the Issuing Banks in accordance with their respective Letter of Credit Commitments. (d) The Borrower may terminate the unused amount of the Commitment and Letter of Credit Commitment of a Defaulting Lender upon one Business Day’s prior notice to the Administrative Agent (which will promptly notify the Lenders thereof), provided that such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, the Issuing Banks or any Lender may have against such Defaulting Lender. (e) Notwithstanding the foregoing, all of the provisions of the Loan Documents which by their terms survive termination of the Commitments of the Borrower, including, without limitation, those provisions set forth in Section 9.06, shall survive and not be deemed terminated, but shall remain in full force and effectsuch Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, the Aggregate Commitments shall terminate on the Maturity Date. (b) The Borrower may at any time terminate, or from time to time reduce, the Aggregate Commitments or the Letter of Credit Commitments; provided that (i) each reduction of the Aggregate Commitments or the Letter of Credit 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 Aggregate Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.11, the sum of the Aggregate Outstanding Credit Exposures Exposure would exceed the Aggregate Commitments, (iii) the Borrower shall not terminate or reduce the Letter of Credit Commitments if the LC Exposure would exceed the Letter of Credit Commitments, as so reduced, (iv) the amount of the Letter of Credit Commitment of any Issuing Bank shall not be reduced to an amount which is less than the aggregate amount of LC Exposure in respect of all Letters of Credit issued or deemed issued by such Issuing Bank; and (v) the Aggregate Commitments shall not be reduced to an amount which is less than the aggregate amount of the Letter of Credit Commitments, unless the Letter of Credit Commitments are correspondingly reduced at the same time. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Aggregate Commitments or the Letter of Credit Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Revolving Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Aggregate Commitments or the Letter of Credit Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or another event, 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 Aggregate Commitments or the Letter of Credit Commitments shall be permanent; provided that nothing in this provision shall affect the Borrower’s ability to increase the Letter of Credit Commitments pursuant to Section 2.01(c)(iii). Each reduction of the Aggregate Commitments shall be made ratably among the Lenders in accordance with their respective Commitments, except as provided in clause (d) below. Each reduction of the Letter of Credit Commitments being made in conjunction with a reduction of the Aggregate Commitments pursuant to Section 2.09(b)(v) above shall be made ratably among the Issuing Banks in accordance with their respective Letter of Credit Commitments. (d) The Borrower may terminate the unused amount of the Commitment and Letter of Credit Commitment of a Defaulting Lender upon one Business Day’s prior notice to the Administrative Agent (which will promptly notify the Lenders thereof), provided that such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, the Issuing Banks Banks, or any Lender may have against such Defaulting Lender. (e) Notwithstanding the foregoing, all of the provisions of the Loan Documents which by their terms survive termination of the Commitments of the Borrower, including, without limitation, those provisions set forth in Section 9.06, shall survive and not be deemed terminated, but shall remain in full force and effect.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Aggregate Tranche B Commitments shall terminate at 5:00 p.m., New York City time, on the Amendment/Restatement Effective Date, (ii) the Tranche C Commitments shall terminate at 5:00 p.m., New York City time, on the Amendment/Restatement Effective Date, (iii) the Domestic Revolving Commitments shall terminate on the Domestic Revolving Maturity Date and (iv) the Global Revolving Commitments shall terminate on the Global Revolving Maturity Date. (b) The Parent Borrower may at any time terminate, or from time to time reduce, the Aggregate Commitments or the Letter of Credit Commitmentsany Class; provided that (i) each reduction of the Aggregate Commitments or the Letter of Credit Commitments 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 Parent Borrower shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.11, the sum of the Credit Exposures would exceed the Aggregate Commitments, (iiii) the Borrower shall not terminate or reduce the Letter of Credit Commitments if the LC Total Domestic Exposure would exceed the Letter of Credit Commitments, as so reduced, total Domestic Revolving Commitments or (ivii) the amount of Total Global Exposure would exceed the Letter of Credit Commitment of any Issuing Bank shall not be reduced to an amount which is less than the aggregate amount of LC Exposure in respect of all Letters of Credit issued or deemed issued by such Issuing Bank; and (v) the Aggregate Commitments shall not be reduced to an amount which is less than the aggregate amount of the Letter of Credit total Global Revolving Commitments, unless the Letter of Credit Commitments are correspondingly reduced at the same time. (c) The Parent Borrower shall notify the Administrative Agent of any election to terminate or reduce the Aggregate Commitments or the Letter of Credit Commitments under paragraph (b) of this Section Section, at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Parent Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Aggregate Commitments or the Letter of Credit Revolving Commitments delivered by the Parent Borrower may state that such notice is conditioned upon the effectiveness or closing of other credit facilities facilities, debt financings or another eventDispositions, 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 Aggregate Commitments or the Letter of Credit Commitments shall be permanent; provided that nothing in this provision shall affect the Borrower’s ability to increase the Letter of Credit Commitments pursuant to Section 2.01(c)(iii). Each reduction of the Aggregate Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments, except as provided in clause (d) below. Each reduction of the Letter of Credit Commitments being made in conjunction with a reduction of the Aggregate Commitments pursuant to Section 2.09(b)(v) above shall be made ratably among the Issuing Banks in accordance with their respective Letter of Credit Commitments. (d) The Borrower may terminate the unused amount of the Commitment and Letter of Credit Commitment of a Defaulting Lender upon one Business Day’s prior notice to the Administrative Agent (which will promptly notify the Lenders thereof), provided that such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, the Issuing Banks or any Lender may have against such Defaulting Lender. (e) Notwithstanding the foregoing, all of the provisions of the Loan Documents which by their terms survive termination of the Commitments of the Borrower, including, without limitation, those provisions set forth in Section 9.06, shall survive and not be deemed terminated, but shall remain in full force and effectsuch Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Aggregate Multi-Year Facility Commitments shall terminate on the Maturity Multi-Year Facility Commitment Termination Date and (ii) the 364-Day Facility Commitments shall terminate on the 364-Day Facility Commitment Termination Date. (b) The Borrower may at any time terminate, or from time to time reduce, each of the Aggregate Multi-Year Facility Commitments or and/or the Letter of Credit 364-Day Facility Commitments; provided that (i) each such reduction of the Aggregate Commitments or the Letter of Credit Commitments 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 Aggregate Multi-Year Facility Commitments or the 364-Day Facility Commitments, as applicable, if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.11, the sum of the Credit aggregate Multi-Year Facility Exposures would exceed the Aggregate Commitments, (iii) total Multi-Year Facility Commitments or the Borrower shall not terminate or reduce the Letter of Credit Commitments if the LC Exposure aggregate 364-Day Facility Exposures would exceed the Letter of Credit total 364-Day Facility Commitments, as so reduced, (iv) the amount of the Letter of Credit Commitment of any Issuing Bank shall not be reduced to an amount which is less than the aggregate amount of LC Exposure in respect of all Letters of Credit issued or deemed issued by such Issuing Bank; and (v) the Aggregate Commitments shall not be reduced to an amount which is less than the aggregate amount of the Letter of Credit Commitments, unless the Letter of Credit Commitments are correspondingly reduced at the same timeapplicable. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Aggregate Commitments or the Letter of Credit Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Aggregate Commitments or the Letter of Credit Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or another eventfacilities, 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 Aggregate Commitments or the Letter of Credit Commitments shall be permanent; provided that nothing in this provision shall affect the Borrower’s ability to increase the Letter of Credit Commitments pursuant to Section 2.01(c)(iii). Each reduction of the Aggregate Multi-Year Facility Commitments shall be made ratably among the Lenders in accordance with their respective Multi-Year Facility Commitments, except as provided in clause (d) below. Each reduction of the Letter of Credit 364- Day Facility Commitments being made in conjunction with a reduction of the Aggregate Commitments pursuant to Section 2.09(b)(v) above shall be made ratably among the Issuing Banks Lenders in accordance with their respective Letter of Credit 364-Day Facility Commitments. (d) The Borrower may terminate the unused amount of the Commitment and Letter of Credit Commitment of a Defaulting Lender upon one Business Day’s prior notice to the Administrative Agent (which will promptly notify the Lenders thereof), provided that such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, the Issuing Banks or any Lender may have against such Defaulting Lender. (e) Notwithstanding the foregoing, all of the provisions of the Loan Documents which by their terms survive termination of the Commitments of the Borrower, including, without limitation, those provisions set forth in Section 9.06, shall survive and not be deemed terminated, but shall remain in full force and effect.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Aggregate Term Commitments shall terminate at 5:00 p.m., New York City time, on the first to occur of the Acquisition Consideration Payment Date and the date of termination of the Certain Funds Period and (ii) the Revolving Commitments shall terminate at 5:00 p.m., New York City time, on the Maturity Date; provided that the Revolving Commitments shall terminate at 5:00 p.m., New York City time, on the date of termination of the Certain Funds Period if such period terminates under clause (a) or (b) of the definition of Certain Funds Period prior to the occurrence of the Initial Funding Date. (b) The Administrative Borrower may at any time terminate, or from time to time reduce, the Aggregate Commitments or the Letter of Credit Commitmentsany Class; provided that (i) each reduction of the Aggregate Commitments or the Letter of Credit Commitments any Class shall be in an amount that is an integral multiple of $1,000,000 the Borrowing Multiple and not less than $5,000,000the Borrowing Minimum, in each case for Borrowings denominated in US Dollars and (ii) the Administrative Borrower shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.112.10, the sum of the aggregate Revolving Credit Exposures of all Lenders would exceed the Aggregate total Revolving Commitments, (iii) the Borrower shall not terminate or reduce the Letter of Credit Commitments if the LC Exposure would exceed the Letter of Credit Commitments, as so reduced, (iv) the amount of the Letter of Credit Commitment of any Issuing Bank shall not be reduced to an amount which is less than the aggregate amount of LC Exposure in respect of all Letters of Credit issued or deemed issued by such Issuing Bank; and (v) the Aggregate Commitments shall not be reduced to an amount which is less than the aggregate amount of the Letter of Credit Commitments, unless the Letter of Credit Commitments are correspondingly reduced at the same time. (c) The Administrative Borrower shall notify the Administrative Agent of any election to terminate or reduce the Aggregate Commitments or the Letter of Credit Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the other Agents and the Lenders of the applicable Class of the contents thereof. Each notice delivered by the Administrative Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Aggregate Commitments or the Letter of Credit Revolving Commitments delivered by a Responsible Officer of the Administrative Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or another eventfacilities, in which case such notice may be revoked by the Administrative 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 Aggregate Commitments or the Letter of Credit Commitments shall be permanent; provided that nothing in this provision permanent but shall not affect the Borrower’s ability right of the Administrative Borrower to increase the Letter of Credit Commitments pursuant to Commitment in accordance with Section 2.01(c)(iii)2.22. Each reduction of the Aggregate Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments, except as provided in clause (d) below. Each reduction of the Letter of Credit Commitments being made in conjunction with a reduction of the Aggregate Commitments pursuant to Section 2.09(b)(v) above shall be made ratably among the Issuing Banks in accordance with their respective Letter of Credit Commitments. (d) The Borrower may terminate the unused amount of the Commitment and Letter of Credit Commitment of a Defaulting Lender upon one Business Day’s prior notice to the Administrative Agent (which will promptly notify the Lenders thereof), provided that such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, the Issuing Banks or any Lender may have against such Defaulting Lender. (e) Notwithstanding the foregoing, all of the provisions of the Loan Documents which by their terms survive termination of the Commitments of the Borrower, including, without limitation, those provisions set forth in Section 9.06, shall survive and not be deemed terminated, but shall remain in full force and effectsuch Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Aggregate New Tranche B Commitments shall terminate at 5:00 p.m., New York City time, on the Second Amendment Effective Date or 5:00 p.m., New York City time, on the Third Amendment Effective Date, as applicable, and (ii) the Revolving Commitments shall terminate at the start of the Revolving Maturity Date. (b) The Borrower may at any time terminate, or from time to time reduce, the Aggregate Commitments or the Letter of Credit Commitments; any Class, provided that (i) each reduction of the Aggregate Commitments or the Letter of Credit Commitments 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 Aggregate Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.11, the sum of the Credit aggregate Revolving Exposures would exceed the Aggregate aggregate Revolving Commitments, (iii) the Borrower shall not terminate or reduce the Letter of Credit Commitments if the LC Exposure would exceed the Letter of Credit Commitments, as so reduced, (iv) the amount of the Letter of Credit Commitment of any Issuing Bank shall not be reduced to an amount which is less than the aggregate amount of LC Exposure in respect of all Letters of Credit issued or deemed issued by such Issuing Bank; and (v) the Aggregate Commitments shall not be reduced to an amount which is less than the aggregate amount of the Letter of Credit Commitments, unless the Letter of Credit Commitments are correspondingly reduced at the same time. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Aggregate Commitments or the Letter of Credit Commitments under paragraph (bSection 2.08(b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section 2.08 shall be irrevocable; , provided that a notice of termination of the Aggregate Commitments or the Letter of Credit Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or another eventfacilities, 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 Aggregate Commitments or the Letter of Credit Commitments any Class shall be permanent; provided that nothing in this provision shall affect the Borrower’s ability to increase the Letter of Credit Commitments pursuant to Section 2.01(c)(iii). Each reduction of the Aggregate Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments, except as provided in clause (d) below. Each reduction of the Letter of Credit Commitments being made in conjunction with a reduction of the Aggregate Commitments pursuant to Section 2.09(b)(v) above shall be made ratably among the Issuing Banks in accordance with their respective Letter of Credit Commitments. (d) The Borrower may terminate the unused amount of the Commitment and Letter of Credit Commitment of a Defaulting Lender upon one Business Day’s prior notice to the Administrative Agent (which will promptly notify the Lenders thereof), provided that such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, the Issuing Banks or any Lender may have against such Defaulting Lender. (e) Notwithstanding the foregoing, all of the provisions of the Loan Documents which by their terms survive termination of the Commitments of the Borrower, including, without limitation, those provisions set forth in Section 9.06, shall survive and not be deemed terminated, but shall remain in full force and effectsuch Class.

Termination and Reduction of Commitments. (a) Unless ----------------------------------------- previously terminated, (i) the Aggregate Tranche A Commitments and Tranche B Commitments shall terminate at 5:00 p.m., New York City time, on the Effective Date and (ii) the Revolving Commitments shall terminate on the Revolving Maturity Date. (b) The Borrower may at any time terminate, or from time to time reduce, the Aggregate Commitments or the Letter of Credit Commitmentsany Class; provided that (i) each reduction of the Aggregate -------- Commitments or the Letter of Credit Commitments 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 Aggregate Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.11, the sum of the Credit Revolving Exposures would exceed the Aggregate total Revolving Commitments, (iii) the Borrower shall not terminate or reduce the Letter of Credit Commitments if the LC Exposure would exceed the Letter of Credit Commitments, as so reduced, (iv) the amount of the Letter of Credit Commitment of any Issuing Bank shall not be reduced to an amount which is less than the aggregate amount of LC Exposure in respect of all Letters of Credit issued or deemed issued by such Issuing Bank; and (v) the Aggregate Commitments shall not be reduced to an amount which is less than the aggregate amount of the Letter of Credit Commitments, unless the Letter of Credit Commitments are correspondingly reduced at the same time. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Aggregate Commitments or the Letter of Credit Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice -------- of termination of the Aggregate Commitments or the Letter of Credit Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or another eventfacilities, 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 Aggregate Commitments or the Letter of Credit Commitments any Class shall be permanent; provided that nothing in this provision shall affect the Borrower’s ability to increase the Letter of Credit Commitments pursuant to Section 2.01(c)(iii). Each reduction of the Aggregate Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments, except as provided in clause (d) below. Each reduction of the Letter of Credit Commitments being made in conjunction with a reduction of the Aggregate Commitments pursuant to Section 2.09(b)(v) above shall be made ratably among the Issuing Banks in accordance with their respective Letter of Credit Commitments. (d) The Borrower may terminate the unused amount of the Commitment and Letter of Credit Commitment of a Defaulting Lender upon one Business Day’s prior notice to the Administrative Agent (which will promptly notify the Lenders thereof), provided that such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, the Issuing Banks or any Lender may have against such Defaulting Lender. (e) Notwithstanding the foregoing, all of the provisions of the Loan Documents which by their terms survive termination of the Commitments of the Borrower, including, without limitation, those provisions set forth in Section 9.06, shall survive and not be deemed terminated, but shall remain in full force and effectsuch Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Aggregate Term Commitments shall terminate at 11:59 p.m., New York City time, on the Effective Date and (ii) 2021 Refinancing Term Facility Commitments shall terminate at 11:59 p.m., New York City time, on the 2021 Refinancing Effective Date. The Revolving Commitments shall terminate at 11:59 p.m., New York City time, on the Revolving Maturity Date. (b) The Borrower may at any time terminate, or from time to time reduce, the Aggregate Commitments or the Letter of Credit Commitmentsany Class; provided that (i) each reduction of the Aggregate Commitments or the Letter of Credit Commitments 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 Aggregate Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.11, the sum of the Credit aggregate Revolving Exposures would exceed the Aggregate aggregate Revolving Commitments, (iii) . The Borrower may terminate the Borrower shall not terminate or reduce the Letter of Credit Commitments if the LC Exposure would exceed the Letter of Credit Commitments, as so reduced, (iv) the amount of the Letter of Credit Commitment of any Issuing Bank shall not be reduced Defaulting Lender on a non-pro rata basis upon notice to an amount which is less than the aggregate amount of LC Exposure in respect of all Letters of Credit issued or deemed issued by such Issuing Bank; and (v) the Aggregate Commitments shall not be reduced to an amount which is less than the aggregate amount of the Letter of Credit Commitments, unless the Letter of Credit Commitments are correspondingly reduced at the same timeAdministrative Agent. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Aggregate Commitments or the Letter of Credit Commitments under paragraph (b) of this Section at least three one Business Days 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 contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Aggregate Commitments or the Letter of Credit Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or another eventthe receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or condition, 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 Aggregate Commitments or the Letter of Credit Commitments any Class shall be permanent; provided that nothing in this provision shall affect the Borrower’s ability to increase the Letter of Credit Commitments pursuant to Section 2.01(c)(iii). Each reduction of the Aggregate Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments, except as provided in clause (d) below. Each reduction of the Letter of Credit Commitments being made in conjunction with a reduction of the Aggregate Commitments pursuant to Section 2.09(b)(v) above shall be made ratably among the Issuing Banks in accordance with their respective Letter of Credit Commitments. (d) The Borrower may terminate the unused amount of the Commitment and Letter of Credit Commitment of a Defaulting Lender upon one Business Day’s prior notice to the Administrative Agent (which will promptly notify the Lenders thereof), provided that such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, the Issuing Banks or any Lender may have against such Defaulting Lender. (e) Notwithstanding the foregoing, all of the provisions of the Loan Documents which by their terms survive termination of the Commitments of the Borrower, including, without limitation, those provisions set forth in Section 9.06, shall survive and not be deemed terminated, but shall remain in full force and effectsuch Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, the Aggregate The Term Loan Commitments 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 termination of the Revolving Credit Commitments and (ii) the 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 August 20, 2004, if the initial Credit Event shall not have occurred by such time. (b) The Upon at least three Business Days’ prior written or fax notice (or telephone notice promptly confirmed by 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 Aggregate Term Loan Commitments or the Letter of Revolving Credit Commitments; provided provided, however, that (i) each partial reduction of the Aggregate Term Loan Commitments or the Letter of 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 shall not terminate or reduce the Aggregate Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.11, the sum of the Credit Exposures would exceed the Aggregate Commitments, (iii) the Borrower shall not terminate or reduce the Letter of Credit Commitments if the LC Exposure would exceed the Letter of Credit Commitments, as so reduced, (iv) the amount of the Letter of Total Revolving Credit Commitment of any Issuing Bank shall not be reduced to an amount which that is less than the aggregate amount sum of LC Exposure in respect of all Letters of Credit issued or deemed issued by such Issuing Bank; and (v) the Aggregate Commitments shall not be reduced to an amount which is less than the aggregate amount of the Letter of Revolving Credit Commitments, unless the Letter of Credit Commitments are correspondingly reduced Exposure at the same time. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Aggregate Commitments or the Letter of Credit Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section 2.09(b) shall be irrevocable; provided provided, however, that a notice of termination of the Aggregate Commitments or the Letter of Revolving Credit Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or another eventfacilities, 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 such other credit facilities) if such condition is not satisfied. Any termination or . (c) Each reduction of in the Aggregate Term Loan Commitments or the Letter of Revolving Credit Commitments shall be permanent; provided that nothing in this provision shall affect the Borrower’s ability to increase the Letter of Credit Commitments pursuant to Section 2.01(c)(iii). Each reduction of the Aggregate Commitments hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments, except as provided in clause (d) below. Each reduction of the Letter of Credit Commitments being made in conjunction with a reduction of the Aggregate Commitments pursuant to Section 2.09(b)(v) above shall be made ratably among the Issuing Banks in accordance with their respective Letter of Credit Commitments. (d) The Borrower may terminate the unused amount of the Commitment and Letter of Credit Commitment of a Defaulting Lender upon one Business Day’s prior notice shall pay to the Administrative Agent (which will promptly notify for the Lenders thereof)account of the applicable Lenders, provided that such on the date of each termination will not be deemed to be a waiver or release of any claim the Borrowerreduction, the Administrative Agent, Commitment Fees on the Issuing Banks or any Lender may have against such Defaulting Lender. (e) Notwithstanding the foregoing, all of the provisions of the Loan Documents which by their terms survive termination amount of the Commitments so terminated or reduced accrued to but excluding the date of the Borrower, including, without limitation, those provisions set forth in Section 9.06, shall survive and not be deemed terminated, but shall remain in full force and effectsuch termination or reduction.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Aggregate Commitments shall automatically terminate upon the earlier of (A) the borrowing of the Loans in accordance with Sections 2.01(a) and 2.01(b) and (B) 5:00 p.m., New York City time, on the Maturity DateCommitment Termination Date and (ii) the Backstop Commitments shall automatically terminate upon the termination in full of the Commitments of the Initial Lenders (other than the Original Lenders). (b) The Borrower may at any time terminateterminate in full the Commitments and the Backstop Commitments, or from time to time reduce, permanently reduce the Aggregate Commitments or and the Letter maximum aggregate amount of Credit the Backstop Commitments; provided that (i) each any reduction of the Aggregate Commitments of the Lenders or the Letter maximum aggregate amount of Credit the Backstop Commitments of the Original Lenders 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 in full the Aggregate Backstop Commitments if, after giving effect to any concurrent prepayment of unless the Loans Borrower shall concurrently terminate in accordance with Section 2.11, full the sum of the Credit Exposures would exceed the Aggregate Commitments, Commitments and (iii) the Borrower shall not terminate or permanently reduce the Letter of Credit Commitments if the LC Exposure would exceed the Letter of Credit Commitments, as so reduced, (iv) the amount of the Letter of Credit Commitment of any Issuing Bank shall not be reduced to an amount which is less than the aggregate amount of LC Exposure in respect of all Letters of Credit issued or deemed issued by such Issuing Bank; and (v) the Aggregate Commitments shall not be reduced to an amount which is less than the maximum aggregate amount of the Letter Backstop Commitments of Credit Commitments, the Original Lenders by any amount unless the Letter of Credit Borrower shall concurrently permanently reduce the Commitments are correspondingly reduced at by the same time. (c) amount. The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Aggregate Commitments or and the Letter of Credit Backstop Commitments under this paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction. Each such notice shall be irrevocable and shall specify the date of effectiveness of any such termination or reduction. (c) In the event and on each occasion that, specifying such election after the Effective Date and prior to the termination of the Commitments and the Backstop Commitments in accordance with this Section, any Net Proceeds are received by or on behalf of the Company or any Subsidiary in respect of any Reduction/Prepayment Event (other than an Asset Sale), (i) the Borrower shall on the day of such receipt provide to the Administrative Agent written notice thereof, setting forth the nature of such Reduction/Prepayment Event and the amount of such Net Proceeds (together with a reasonably detailed calculation thereof), (ii) the Commitments will automatically and permanently reduce by an aggregate amount equal to the lesser of the aggregate amount of the Commitments then in effect and the amount of such Net Proceeds and (iii) the aggregate maximum amount of the Backstop Commitments of the Original Lenders will automatically and permanently reduce by an aggregate amount equal to the lesser of the aggregate maximum amount of the Backstop Commitments of the Original Lenders then in effect and the amount of such Net Proceeds, each such reduction to be effective date thereof. on the day on which such notice is received by the Administrative Agent. (d) Promptly following receipt of any noticenotice pursuant to paragraph (b) or (c) of this Section, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Aggregate Commitments or the Letter of Credit Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or another event, 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 Aggregate Commitments or and the Letter of Credit Backstop Commitments shall be permanent; provided that nothing in this provision shall affect the Borrower’s ability to increase the Letter of Credit Commitments pursuant to Section 2.01(c)(iii). Each reduction of the Aggregate Commitments shall be made ratably among the Lenders in accordance with their respective Commitments, except as provided in clause (d) below. Each reduction of the Letter of Credit Backstop Commitments being made in conjunction with a reduction of the Aggregate Commitments pursuant to Section 2.09(b)(v) above shall be made ratably among the Issuing Banks Original Lenders in accordance with their respective Letter of Credit Backstop Commitments. (d) The Borrower may terminate the unused amount of the Commitment and Letter of Credit Commitment of a Defaulting Lender upon one Business Day’s prior notice to the Administrative Agent (which will promptly notify the Lenders thereof), provided that such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, the Issuing Banks or any Lender may have against such Defaulting Lender. (e) Notwithstanding the foregoing, all of the provisions of the Loan Documents which by their terms survive termination of the Commitments of the Borrower, including, without limitation, those provisions set forth in Section 9.06, shall survive and not be deemed terminated, but shall remain in full force and effect.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) each of the Aggregate Tranche B-3 US$ Term Commitments and the Tranche B-3 Euro 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.. [[6121596]] (b) The Borrower may at any time terminate, or from time to time permanently reduce, the Aggregate Commitments or the Letter of Credit Commitmentsany Class; provided that (i) each partial reduction of the Aggregate Commitments or the Letter of Credit Commitments 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 Aggregate Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans or the Swingline Loans in accordance with Section 2.11, the sum of the Credit Exposures Aggregate Revolving Exposure would exceed the Aggregate Commitments, (iii) the Borrower shall not terminate or reduce the Letter of Credit Commitments if the LC Exposure would exceed the Letter of Credit Commitments, as so reduced, (iv) the amount of the Letter of Credit Commitment of any Issuing Bank shall not be reduced to an amount which is less than the aggregate amount of LC Exposure in respect of all Letters of Credit issued or deemed issued by such Issuing Bank; and (v) the Aggregate Commitments shall not be reduced to an amount which is less than the aggregate amount of the Letter of Credit Commitments, unless the Letter of Credit Commitments are correspondingly reduced at the same timeRevolving Commitment. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Aggregate Commitments or the Letter of Credit Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any 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 Aggregate Commitments or the Letter of Credit Revolving Commitments delivered by the Borrower under this paragraph may state that such notice is conditioned upon the effectiveness occurrence of other credit facilities one or another eventmore 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 Aggregate Commitments or the Letter of Credit Commitments any Class shall be permanent; provided that nothing in this provision shall affect the Borrower’s ability to increase the Letter of Credit Commitments pursuant to Section 2.01(c)(iii). Each reduction of the Aggregate Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments, except as provided in clause (d) below. Each reduction of the Letter of Credit Commitments being made in conjunction with a reduction of the Aggregate Commitments pursuant to Section 2.09(b)(v) above shall be made ratably among the Issuing Banks in accordance with their respective Letter of Credit Commitments. (d) The Borrower may terminate the unused amount of the Commitment and Letter of Credit Commitment of a Defaulting Lender upon one Business Day’s prior notice to the Administrative Agent (which will promptly notify the Lenders thereof), provided that such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, the Issuing Banks or any Lender may have against such Defaulting Lender. (e) Notwithstanding the foregoing, all of the provisions of the Loan Documents which by their terms survive termination of the Commitments of the Borrower, including, without limitation, those provisions set forth in Section 9.06, shall survive and not be deemed terminated, but shall remain in full force and effectsuch Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, the Aggregate Commitments shall terminate on the Maturity Date. (b) The Borrower may at any time terminate, or from time to time reduce, the Aggregate Commitments or the Letter of Credit Commitments; provided that (i) each reduction of the Aggregate Commitments or the Letter of Credit Commitments 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 Aggregate Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.11, the sum of the Revolving Credit Exposures would exceed the Aggregate total Commitments, (iii) the Borrower shall not terminate or reduce the Letter of Credit Commitments if the LC Exposure would exceed the Letter of Credit Commitments, as so reduced, (iv) the amount of the Letter of Credit Commitment of any Issuing Bank shall not be reduced to an amount which is less than the aggregate amount of LC Exposure in respect of all Letters of Credit issued or deemed issued by such Issuing Bank; and (v) the Aggregate Commitments shall not be reduced to an amount which is less than the aggregate amount of the Letter of Credit Commitments, unless the Letter of Credit Commitments are correspondingly reduced at the same time. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Aggregate Commitments or the Letter of Credit Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Aggregate Commitments or the Letter of Credit Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or another eventfacilities, 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 Aggregate Commitments or the Letter of Credit Commitments shall be permanent; provided that nothing in this provision permanent and such Commitments shall affect the Borrower’s ability to increase the Letter of Credit Commitments pursuant to Section 2.01(c)(iii)not be reinstated. Each reduction of the Aggregate Commitments shall be made ratably among the Lenders in accordance with their respective Commitments, except as provided in clause (d) below. Each reduction of the Letter of Credit Commitments being made in conjunction with a reduction of the Aggregate Commitments pursuant to Section 2.09(b)(v) above shall be made ratably among the Issuing Banks in accordance with their respective Letter of Credit Commitments. (d) The Borrower may terminate shall have the unused amount right to request extensions of the Commitment Maturity Date as follows: (i) Provided that no Default or Event of Default shall have occurred and Letter be continuing, Borrower shall have separate options to request one-year extensions of Credit Commitment of a Defaulting Lender upon one Business Day’s prior the then-current Maturity Date, in each case by giving notice to the Administrative Agent (which will an “Extension Request”) substantially in the form of Exhibit G attached hereto no earlier than ninety (90) days before each anniversary of the Effective Date and no later than forty-five (45) days before each anniversary of the Effective Date, with respect to each Extension Request. If Borrower fails to timely deliver an Extension Request, then Borrower shall have no further right to deliver such Extension Request(s) and shall have no right to extend the Maturity Date in connection with the applicable Extension Request that was not timely delivered by Borrower. The Administrative Agent shall promptly notify transmit the Lenders thereof)contents of each Extension Request to each of the Lenders. Each Lender may, provided that in its sole and absolute discretion, indicate whether it consents to such termination will Extension Request by acknowledging such Extension Request and indicating in its acknowledgment whether or not it consents to the extension of the then current Maturity Date and returning such acknowledgment to the Administrative Agent within twenty-five (25) days. Failure to acknowledge such Extension Request within such twenty-five (25) day period shall be deemed to be a waiver rejection of the applicable Extension Request by such Lender (any Lender that rejects, or release is deemed to have rejected, an Extension Request is hereinafter referred to as a “Declining Lender” and any Lender that accepts such Extension Request is hereinafter referred to as an “Extending Lender”). Notwithstanding any other term or provision hereof, no Lender shall have any obligation to consent to any extension of the Maturity Date. Provided that the Required Lenders have agreed to an Extension Request, the then current Maturity Date shall be automatically extended for one year in connection with such Extension Request with respect to, and only with respect to, the Commitments of each Extending Lender. Notwithstanding anything contained herein to the contrary, Borrower shall have the right to withdraw any Extension Request by delivering written notice to Administrative Agent at any time prior to the earlier to occur of (A) the applicable anniversary of the Effective Date (each such date, an “Anniversary Date”), and (B) the date that Borrower enters into any Commitment Increase Agreement or New Lender Agreement in connection with the delivery of such Extension Request. In the event Borrower timely withdraws any Extension Request as set forth in the immediately preceding sentence, the Maturity Date shall be the date that the Maturity Date would have occurred had Borrower not delivered such Extension Request. (ii) With respect to the Commitments of the Declining Lenders, Borrower may, in its sole discretion, but with the consent of the Administrative Agent as to any Person that is not at such time a Lender (which consent shall not be unreasonably withheld or delayed), offer to any existing Lender or to one or more additional banks or financial institutions the opportunity to participate in the Commitments of the Declining Lenders by notifying the Administrative Agent; provided that, notwithstanding anything in this Agreement to the contrary, in no event shall less than the full amount of any claim specific Declining Lender’s Commitment be allocated to such existing Lenders and/or additional banks or financial institutions. Promptly and in any event within five (5) Business Days after receipt of notice from the Borrower, Borrower of its desire to offer all or a portion of the Commitments of the Declining Lenders to certain existing Lenders or such additional banks or financial institutions identified by the Borrower and approved by the Administrative Agent, the Issuing Banks Administrative Agent shall notify such proposed lenders of the opportunity to participate in the Commitments of the Declining Lenders. The Commitments of any Declining Lenders that are allocated to existing Lenders and/or such additional banks or any Lender may financial institutions in accordance with this Section 2.09(d) shall terminate on the applicable Anniversary Date with respect to each Extension Request. In the event the full amount of the Declining Lenders’ Commitments are not allocated as set forth above, Borrower shall have against such Defaulting Lenderthe right to determine, in its sole and absolute discretion, which Declining Lender’s(s’) Commitments will be allocated to existing Lenders and/or additional banks or financial institutions as set forth above and Borrower shall notify the Administrative Agent thereof at least ten (10) days prior to each Anniversary Date, as applicable. (eiii) Notwithstanding Any Lender that accepts an offer to it by the foregoing, Borrower to increase its Commitment by participating in all of the provisions of the Loan Documents which by their terms survive termination or a portion of the Commitments of the Declining Lenders shall, in each case, execute a Commitment Increase Agreement (as defined in Section 2.20 below), with the Borrower and the Administrative Agent, whereupon such Lender shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Commitment as so increased, and this Agreement shall be deemed to be amended to reflect such increase; provided that no Lender shall have any obligation whatsoever to agree to increase its Commitment. Any such Commitment Increase Agreement shall be effective on the applicable Anniversary Date. Any additional bank or financial institution offered Commitments of the Declining Lenders by Borrower in accordance with the terms of this Agreement shall execute and deliver to the Administrative Agent a New Lender Agreement (as defined in Section 2.20 below), setting forth its Commitment, and upon the effectiveness of such New Lender Agreement, such New Lender (as defined in Section 2.20 below) shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and the signature pages hereof shall be deemed to be amended to add the name of such New Lender, provided that the Commitment of any New Lender shall be an amount not less than $5,000,000. Each New Lender Agreement shall be irrevocable and shall be effective as of the applicable Anniversary Date. (iv) The effectiveness of any New Lender Agreement or Commitment Increase Agreement shall be contingent upon receipt by the Administrative Agent of such corporate resolutions of the Borrower, includinglegal opinions of counsel to the Borrower and other reasonably requested documents as the Administrative Agent shall reasonably request with respect thereto, without limitationin each case in form and substance reasonably satisfactory to the Administrative Agent. Once a New Lender Agreement becomes effective, those provisions the Administrative Agent shall reflect such agreements by appropriate entries in the Register. (v) If any bank or financial institution becomes a New Lender pursuant to a New Lender Agreement or any Lender’s Commitment is increased pursuant to a Commitment Increase Agreement, additional Loans made on or after the Re-Allocation Date (as defined in Section 2.20 below) shall be made pro rata based on their respective Commitments in effect on or after such Re Allocation Date (except to the extent that any such pro rata borrowings would result in any Lender making an aggregate principal amount of Loans in excess of its Commitment, in which case such excess amount will be allocated to, and made by, such New Lender and/or Lenders with such increased Commitments to the extent of, and pro rata based on, their respective Commitments), and continuations of Loans outstanding on such Re Allocation Date shall be effected by repayment of such Loans on the Re Allocation Date, and the making of new Loans of the same Type pro rata based on the respective Commitments in effect on and after such Re Allocation Date. Notwithstanding anything contained herein to the contrary, any portion of the cumulative Commitments of the Declining Lenders not allocated pursuant to Commitment Increase Agreement(s) and/or New Lender Agreement(s) as set forth in Section 9.06above shall be terminated on the Maturity Date that would have occurred had the applicable Extension Request not been made and Borrower shall be required to make a mandatory prepayment so that the Revolving Credit Exposures do no exceed the total Commitments. Additionally, shall survive Borrower and not be deemed terminated, but shall remain in full force and effectthe Lenders hereby authorize the Administrative Agent to make Revolving Loans on behalf of the Borrower which are necessary to eliminate the Revolving Credit Exposure of any Declining Lender as of the date such Declining Lender’s Commitment terminates.

Termination and Reduction of Commitments. (a) Unless previously terminated, the Aggregate Term Commitments shall terminate at 11:59 p.m., New York City time, on the Effective Date. The Revolving Commitments shall terminate at 11:59 p.m., New York City time, on the Revolving Maturity Date. (b) The Borrower may at any time terminate, or from time to time reduce, the Aggregate Commitments or the Letter of Credit Commitmentsany Class; provided that (i) each reduction of the Aggregate Commitments or the Letter of Credit Commitments 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 Aggregate Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.11, the sum of the Credit aggregate Revolving Exposures would exceed the Aggregate aggregate Revolving Commitments, (iii) . The Borrower may terminate the Borrower shall not terminate or reduce the Letter of Credit Commitments if the LC Exposure would exceed the Letter of Credit Commitments, as so reduced, (iv) the amount of the Letter of Credit Commitment of any Issuing Bank shall not be reduced Defaulting Lender on a non-pro rata basis upon notice to an amount which is less than the aggregate amount of LC Exposure in respect of all Letters of Credit issued or deemed issued by such Issuing Bank; and (v) the Aggregate Commitments shall not be reduced to an amount which is less than the aggregate amount of the Letter of Credit Commitments, unless the Letter of Credit Commitments are correspondingly reduced at the same timeAdministrative Agent. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Aggregate Commitments or the Letter of Credit Commitments under paragraph (b) of this Section at least three one Business Days 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 contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Aggregate Commitments or the Letter of Credit Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or another eventthe receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or condition, 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 Aggregate Commitments or the Letter of Credit Commitments any Class shall be permanent; provided that nothing in this provision shall affect the Borrower’s ability to increase the Letter of Credit Commitments pursuant to Section 2.01(c)(iii). Each reduction of the Aggregate Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments, except as provided in clause (d) below. Each reduction of the Letter of Credit Commitments being made in conjunction with a reduction of the Aggregate Commitments pursuant to Section 2.09(b)(v) above shall be made ratably among the Issuing Banks in accordance with their respective Letter of Credit Commitments. (d) The Borrower may terminate the unused amount of the Commitment and Letter of Credit Commitment of a Defaulting Lender upon one Business Day’s prior notice to the Administrative Agent (which will promptly notify the Lenders thereof), provided that such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, the Issuing Banks or any Lender may have against such Defaulting Lender. (e) Notwithstanding the foregoing, all of the provisions of the Loan Documents which by their terms survive termination of the Commitments of the Borrower, including, without limitation, those provisions set forth in Section 9.06, shall survive and not be deemed terminated, but shall remain in full force and effect.such Class. -70- US-DOCS\114614260.17

Termination and Reduction of Commitments. (a) Unless previously terminated, the Aggregate Revolving Commitments shall terminate on the Revolving Maturity Date. (b) The Borrower may at any time terminate, or from time to time reduce, the Aggregate Commitments or the Letter of Credit Commitments; provided that (i) each reduction of the Aggregate Commitments or the Letter of Credit Commitments 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 Aggregate Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.112.09, the sum of the Credit Revolving Exposures would exceed the Aggregate total Commitments, (iii) the Borrower shall not terminate or reduce the Letter of Credit Commitments if the LC Exposure would exceed the Letter of Credit Commitments, as so reduced, (iv) the amount of the Letter of Credit Commitment of any Issuing Bank shall not be reduced to an amount which is less than the aggregate amount of LC Exposure in respect of all Letters of Credit issued or deemed issued by such Issuing Bank; and (v) the Aggregate Commitments shall not be reduced to an amount which is less than the aggregate amount of the Letter of Credit Commitments, unless the Letter of Credit Commitments are correspondingly reduced at the same time. (c) In the event and on each occasion that any Net Proceeds are received by or on behalf of the Borrower or any Subsidiary Loan Party in respect of any Prepayment Event, the Revolving Commitments shall automatically be reduced by an aggregate amount equal to the amount of such Net Proceeds and the 45 40 Borrower shall make any related prepayment of Loans required by Section 2.09(b). (d) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Aggregate Commitments or the Letter of Credit Commitments under paragraph (b) of this Section and of any mandatory reduction of Commitments under paragraph (c) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election or event giving rise to a mandatory reduction and the effective date thereof, and providing a reasonably detailed calculation of the amount of any such mandatory reduction of Commitments. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Aggregate Commitments or the Letter of Credit Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or another eventfacilities, 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 Aggregate Commitments or the Letter of Credit Commitments shall be permanent; provided that nothing in this provision shall affect the Borrower’s ability to increase the Letter of Credit Commitments pursuant to Section 2.01(c)(iii). Each reduction of the Aggregate Commitments shall be made ratably among the Lenders in accordance with their respective Commitments, except as provided in clause (d) below. Each reduction of the Letter of Credit Commitments being made in conjunction with a reduction of the Aggregate Commitments pursuant to Section 2.09(b)(v) above shall be made ratably among the Issuing Banks in accordance with their respective Letter of Credit Commitments. (d) The Borrower may terminate the unused amount of the Commitment and Letter of Credit Commitment of a Defaulting Lender upon one Business Day’s prior notice to the Administrative Agent (which will promptly notify the Lenders thereof), provided that such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, the Issuing Banks or any Lender may have against such Defaulting Lender. (e) Notwithstanding the foregoing, all of the provisions of the Loan Documents which by their terms survive termination of the Commitments of the Borrower, including, without limitation, those provisions set forth in Section 9.06, shall survive and not be deemed terminated, but shall remain in full force and effect.

Termination and Reduction of Commitments. (a) The Term Commitment shall terminate upon the earlier of the borrowing of the Term Loans and 5:00 p.m., New York City time, on the Effective Date. Unless previously terminated, the Aggregate US Tranche Commitments and European Tranche Commitments shall terminate on the Maturity Date; provided that all Commitments shall terminate at 5:00 p.m., New York City time, on January 31, 2007, if the Effective Date shall not have occurred prior to such time. (b) The Borrower Company may at any time terminate, or from time to time reduce, without premium or penalty, the Aggregate Commitments or the Letter of Credit Commitmentsany Class; provided that (i) each reduction of the Aggregate Commitments or the Letter of Credit Commitments any Class shall be in an amount that is an integral multiple of $1,000,000 the Borrowing Multiple and not less than $5,000,000the Borrowing Minimum, (ii) the Borrower Company shall not terminate or reduce the Aggregate US Tranche Commitments if, after giving effect to any concurrent prepayment of the US Tranche Revolving Loans in accordance with Section 2.11, the sum of the Credit aggregate US Tranche Revolving Exposures would exceed the Aggregate Commitments, aggregate US Tranche Commitments and (iii) the Borrower Company shall not terminate or reduce the Letter European Tranche Commitments if, after giving effect to any concurrent prepayment of Credit Commitments if the LC Exposure European Tranche Revolving Loans in accordance with Section 2.11, the aggregate European Tranche Revolving Exposures would exceed the Letter of Credit aggregate European Tranche Commitments, as so reduced, (iv) the amount of the Letter of Credit Commitment of any Issuing Bank shall not be reduced to an amount which is less than the aggregate amount of LC Exposure in respect of all Letters of Credit issued or deemed issued by such Issuing Bank; and (v) the Aggregate Commitments shall not be reduced to an amount which is less than the aggregate amount of the Letter of Credit Commitments, unless the Letter of Credit Commitments are correspondingly reduced at the same time. (c) The Borrower Company shall notify the Administrative Agent of any election to terminate or reduce the Aggregate Commitments or the Letter of Credit Commitments any Class under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereofof such election. Promptly following receipt of any such notice, the Administrative Agent shall advise the European Agent and the applicable Lenders of the contents thereof. Each notice delivered by the Borrower Company pursuant to this Section shall be irrevocable; provided that a notice of termination of the Aggregate Commitments or the Letter of Credit Commitments delivered by the Borrower Company may state that such notice is conditioned upon the effectiveness of other credit facilities or another eventfacilities, 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 Aggregate Commitments or the Letter of Credit Commitments any Class shall be permanent; provided that nothing in this provision shall affect the Borrower’s ability to increase the Letter of Credit Commitments pursuant to Section 2.01(c)(iii). Each reduction of the Aggregate Commitments of any Class shall be made ratably among the applicable Lenders in accordance with their respective Commitments, except as provided in clause (d) below. Each reduction of the Letter of Credit Commitments being made in conjunction with a reduction of the Aggregate Commitments pursuant to Section 2.09(b)(v) above shall be made ratably among the Issuing Banks in accordance with their respective Letter of Credit Commitments. (d) The Borrower may terminate the unused amount of the Commitment and Letter of Credit Commitment of a Defaulting Lender upon one Business Day’s prior notice to the Administrative Agent (which will promptly notify the Lenders thereof), provided that such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, the Issuing Banks or any Lender may have against such Defaulting Lender. (e) Notwithstanding the foregoing, all of the provisions of the Loan Documents which by their terms survive termination of the Commitments of the Borrower, including, without limitation, those provisions set forth in Section 9.06, shall survive and not be deemed terminated, but shall remain in full force and effectsuch Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, the Aggregate Revolving Commitments shall terminate on the Revolving Maturity Date. (b) The aggregate Term Loan Commitments shall be automatically and permanently reduced to zero on the Effective Date following the Borrowing of Term Loans on the Effective Date pursuant to Section 2.01(b). (c) The Borrower may at any time terminate, or from time to time reduce, the Aggregate Commitments or the Letter of Credit Revolving Commitments; provided that provided, that, (i) each reduction of the Aggregate Commitments or the Letter of Credit Revolving Commitments 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 Aggregate Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.11, the Dollar Amount of the sum of the Revolving Credit Exposures of all Lenders would exceed the Aggregate Revolving Commitments, (iii) the Borrower shall not terminate or reduce the Letter of Credit Commitments if the LC Exposure would exceed the Letter of Credit Commitments, as so reduced, (iv) the amount of the Letter of Credit Commitment of any Issuing Bank shall not be reduced to an amount which is less than the aggregate amount of LC Exposure in respect of all Letters of Credit issued or deemed issued by such Issuing Bank; and (v) the Aggregate Commitments shall not be reduced to an amount which is less than the aggregate amount of the Letter of Credit Commitments, unless the Letter of Credit Commitments are correspondingly reduced at the same time. (cd) The Borrower shall notify the Lead Administrative Agent of any election to terminate or reduce the Aggregate Commitments or the Letter of Credit Revolving Commitments under paragraph clause (bc) of this Section at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Lead Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that provided, that, a notice of termination of the Aggregate Commitments or the Letter of Credit Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or another eventa specified transaction, in which case such notice may be revoked by the Borrower (by notice to the Lead Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Aggregate Commitments or the Letter of Credit Revolving Commitments shall be permanent; provided that nothing in this provision shall affect the Borrower’s ability to increase the Letter of Credit Commitments pursuant to Section 2.01(c)(iii). Each reduction of the Aggregate Revolving Commitments shall be made ratably among applied to the Lenders in accordance with their respective Commitments, except as provided in clause (d) below. Each reduction Revolving Commitment of the Letter of Credit Commitments being made in conjunction with a reduction each Lender according to its Applicable Percentage of the Aggregate Commitments pursuant to Section 2.09(b)(v) above shall be made ratably among the Issuing Banks in accordance with their respective Letter of Credit Revolving Commitments. (d) The Borrower may terminate the unused amount of the Commitment and Letter of Credit Commitment of a Defaulting Lender upon one Business Day’s prior notice to the Administrative Agent (which will promptly notify the Lenders thereof), provided that such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, the Issuing Banks or any Lender may have against such Defaulting Lender. (e) Notwithstanding the foregoing, all of the provisions of the Loan Documents which by their terms survive If after giving effect to any reduction or termination of the Aggregate Revolving Commitments under this Section 2.09, the Foreign Currency Sublimit exceeds the Aggregate Revolving Commitments at such time, the Foreign Currency Sublimit shall be automatically reduced by the amount of the Borrower, including, without limitation, those provisions set forth in Section 9.06, shall survive and not be deemed terminated, but shall remain in full force and effectsuch excess.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Aggregate Term Commitments shall terminate at upon funding of the Term Loans, on the Effective Date and (ii) the Revolving Commitments shall terminate on the Revolving Maturity Date. (b) The Borrower may at any time terminate, or from time to time reduce, the Aggregate Commitments or the Letter of Credit Commitments; any Class, provided that (i) each reduction of the Aggregate Commitments or the Letter of Credit Commitments any Class shall be in an amount that is an integral multiple of $1,000,000 500,000 and not less than $5,000,0001,000,000 unless such amount represents all of the remaining Commitments of such Class, (ii) the Borrower shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.11, the sum of the Credit aggregate Revolving Exposures would exceed the Aggregate Commitments, aggregate Revolving Commitments and (iii) if, after giving effect to any reduction of the Borrower shall not terminate or reduce Revolving Commitments, the Letter of Credit Commitments if Sublimit or the LC Exposure would exceed the Letter of Credit Commitments, as so reduced, (iv) Swing Line Sublimit exceeds the amount of the Letter of Credit Commitment of any Issuing Bank aggregate Revolving Commitments, the such sublimit shall not be automatically reduced to an amount which is less than by the aggregate amount of LC Exposure in respect of all Letters of Credit issued or deemed issued by such Issuing Bank; and (v) the Aggregate Commitments shall not be reduced to an amount which is less than the aggregate amount of the Letter of Credit Commitments, unless the Letter of Credit Commitments are correspondingly reduced at the same timeexcess. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Aggregate Commitments or the Letter of Credit Commitments under paragraph (b) of this Section at least three one Business Days 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 contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; , provided that a notice of termination of the Aggregate Commitments or the Letter of Credit Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or another eventthe receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or condition, 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 Aggregate Commitments or the Letter of Credit Commitments any Class shall be permanent; provided that nothing in this provision shall affect the Borrower’s ability to increase the Letter of Credit Commitments pursuant to Section 2.01(c)(iii). Each reduction of the Aggregate Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments, except as provided in clause (d) below. Each reduction of the Letter of Credit Commitments being made in conjunction with a reduction of the Aggregate Commitments pursuant to Section 2.09(b)(v) above shall be made ratably among the Issuing Banks in accordance with their respective Letter of Credit Commitments. (d) The Borrower may terminate the unused amount of the Commitment and Letter of Credit Commitment of a Defaulting Lender upon one Business Day’s prior notice to the Administrative Agent (which will promptly notify the Lenders thereof), provided that such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, the Issuing Banks or any Lender may have against such Defaulting Lender. (e) Notwithstanding the foregoing, all of the provisions of the Loan Documents which by their terms survive termination of the Commitments of the Borrower, including, without limitation, those provisions set forth in Section 9.06, shall survive and not be deemed terminated, but shall remain in full force and effectsuch Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, the Aggregate Commitments shall terminate on the Maturity Date. (b) The Borrower may at any time terminate, or from time to time reduce, the Aggregate Commitments or the Letter of Credit Commitments; provided that (i) each reduction of the Aggregate Commitments or the Letter of Credit Commitments 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 Aggregate Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.112.08, the sum of the total Revolving Credit Exposures would exceed the Aggregate total Commitments, (iii) the Borrower shall not terminate or reduce the Letter of Credit Commitments if the LC Exposure would exceed the Letter of Credit Commitments, as so reduced, (iv) the amount of the Letter of Credit Commitment of any Issuing Bank shall not be reduced to an amount which is less than the aggregate amount of LC Exposure in respect of all Letters of Credit issued or deemed issued by such Issuing Bank; and (v) the Aggregate Commitments shall not be reduced to an amount which is less than the aggregate amount of the Letter of Credit Commitments, unless the Letter of Credit Commitments are correspondingly reduced at the same time. (c) . The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Aggregate Commitments or the Letter of Credit Commitments under this paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each such notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Aggregate Commitments or the Letter of Credit Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or another eventfacilities, 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. (c) In the event and on each occasion that any Net Proceeds are received by or on behalf of the Guarantor or any of its Subsidiaries in respect of any Reduction Event that has occurred after the date hereof, (i) the Borrower shall promptly after (and in any event within three Business Days of) such receipt provide to the Administrative Agent written notice thereof, setting forth the nature of such Reduction Event and the amount of such Net Proceeds (together with a reasonably detailed calculation thereof) and (ii) the Commitments will automatically reduce by an aggregate amount equal to the lesser of the aggregate amount of the Commitments then in effect and the amount of such Net Proceeds, such reduction to be effective on the day on which such Net Proceeds are received; provided that in the case of any Reduction Event described in clause (c) of the definition of such term, if the Borrower shall, in such notice to the Administrative Agent, state that the Borrower intends to cause such Net Proceeds from such Reduction Event (or a portion thereof specified in such notice) to be applied within 180 days after receipt of such Net Proceeds to acquire assets to be used in the business of the Borrower and its Subsidiaries, or to consummate any business acquisition by the Borrower or any of its Subsidiaries, then the amount of the reduction of the Commitments under this paragraph on account of such Reduction Event shall be reduced (including to zero) by the amount of the Net Proceeds specified by the Borrower in such notice as intended to be reinvested; provided further that if any such Net Proceeds have not been so applied by the end of such 180-day period, then no later than the last day of such 180-day period the Borrower shall provide to the Administrative Agent written notice thereof and on the first Business Day following the end of such 180-day period the Commitments will automatically reduce by an aggregate amount equal to the lesser of the aggregate amount of the Commitments then in effect and the amount of such Net Proceeds that have not been so applied. (d) Promptly following receipt of any notice pursuant to this Section 2.06, the Administrative Agent shall advise the Lenders of the contents thereof. Any termination or reduction of the Aggregate Commitments or the Letter of Credit Commitments shall be permanent; provided that nothing in this provision shall affect the Borrower’s ability to increase the Letter of Credit Commitments pursuant to Section 2.01(c)(iii). Each reduction of the Aggregate Commitments shall be made ratably among the Lenders in accordance with their respective Commitments, except as provided in clause (d) below. Each reduction of the Letter of Credit Commitments being made in conjunction with a reduction of the Aggregate Commitments pursuant to Section 2.09(b)(v) above shall be made ratably among the Issuing Banks in accordance with their respective Letter of Credit Commitments. (d) The Borrower may terminate the unused amount of the Commitment and Letter of Credit Commitment of a Defaulting Lender upon one Business Day’s prior notice to the Administrative Agent (which will promptly notify the Lenders thereof), provided that such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, the Issuing Banks or any Lender may have against such Defaulting Lender. (e) Notwithstanding the foregoing, all of the provisions of the Loan Documents which by their terms survive termination of the Commitments of the Borrower, including, without limitation, those provisions set forth in Section 9.06, shall survive and not be deemed terminated, but shall remain in full force and effect.

Termination and Reduction of Commitments. (a) The Tranche B Commitments terminated on the Effective Date. Unless previously terminatedterminated and subject to any Lender’s election to extend Additional Tranche C Term Loans pursuant to Section 2.02(d) and 2.02(e), the Aggregate Tranche C Commitments shall terminate at 5:00 p.m., New York City time, on the Amendment Effective Date and the Revolving Commitments shall terminate on the Revolving Maturity Date. (b) The Borrower may at any time time, without premium or penalty (but subject to Section 2.16), terminate, or from time to time reduce, the Aggregate Commitments or the Letter of Credit Commitmentsany Class; provided that (i) each reduction of the Aggregate Commitments or the Letter of Credit Commitments 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 Aggregate Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.11, the sum of the Credit Revolving Exposures would exceed the Aggregate total Revolving Commitments, (iii) the Borrower shall not terminate or reduce the Letter of Credit Commitments if the LC Exposure would exceed the Letter of Credit Commitments, as so reduced, (iv) the amount of the Letter of Credit Commitment of any Issuing Bank shall not be reduced to an amount which is less than the aggregate amount of LC Exposure in respect of all Letters of Credit issued or deemed issued by such Issuing Bank; and (v) the Aggregate Commitments shall not be reduced to an amount which is less than the aggregate amount of the Letter of Credit Commitments, unless the Letter of Credit Commitments are correspondingly reduced at the same time. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Aggregate Commitments or the Letter of Credit Commitments under paragraph (b) of this Section Section, at least three one Business Days Day prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Aggregate Commitments or the Letter of Credit Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or another eventfacilities, in which case such notice may be revoked or, upon written notice by Borrower to Administrative Agent, such termination date may be 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 Aggregate Commitments or the Letter of Credit Commitments any Class shall be permanent; provided that nothing in this provision shall affect the Borrower’s ability to increase the Letter of Credit Commitments pursuant to Section 2.01(c)(iii). Each reduction of the Aggregate Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments, except as provided in clause (d) below. Each reduction of the Letter of Credit Commitments being made in conjunction with a reduction of the Aggregate Commitments pursuant to Section 2.09(b)(v) above shall be made ratably among the Issuing Banks in accordance with their respective Letter of Credit Commitments. (d) The Borrower may terminate the unused amount of the Commitment and Letter of Credit Commitment of a Defaulting Lender upon one Business Day’s prior notice to the Administrative Agent (which will promptly notify the Lenders thereof), provided that such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, the Issuing Banks or any Lender may have against such Defaulting Lender. (e) Notwithstanding the foregoing, all of the provisions of the Loan Documents which by their terms survive termination of the Commitments of the Borrower, including, without limitation, those provisions set forth in Section 9.06, shall survive and not be deemed terminated, but shall remain in full force and effectsuch Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Aggregate Tranche A Commitments, Tranche B Commitments and Tranche C 49 55 Commitments shall terminate at 5:00 p.m., New York City time, on the Closing Date and (ii) the Revolving Commitments shall terminate on (A) the Revolving Maturity Date or (B) unless otherwise agreed in writing by Revolving Lenders holding a majority of the Revolving Commitments, if more than $20,000,000 in aggregate principal amount of the Existing Notes is neither (I) repurchased as part of the Debt Tender Offer nor (II) repaid on or before the Existing Notes Refinancing Date with the proceeds of the issuance or incurrence of Permitted Refinancing Indebtedness, the Existing Notes Refinancing Date. (b) The Borrower may at any time terminate, or from time to time reduce, the Aggregate Commitments or the Letter of Credit Commitments; any Class, provided that (i) each reduction of the Aggregate Commitments or the Letter of Credit Commitments 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 Aggregate Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.11, the sum of the Credit Revolving Exposures would exceed the Aggregate total Revolving Commitments, (iii) the Borrower shall not terminate or reduce the Letter of Credit Commitments if the LC Exposure would exceed the Letter of Credit Commitments, as so reduced, (iv) the amount of the Letter of Credit Commitment of any Issuing Bank shall not be reduced to an amount which is less than the aggregate amount of LC Exposure in respect of all Letters of Credit issued or deemed issued by such Issuing Bank; and (v) the Aggregate Commitments shall not be reduced to an amount which is less than the aggregate amount of the Letter of Credit Commitments, unless the Letter of Credit Commitments are correspondingly reduced at the same time. (c) The Tranche B Commitments and Tranche C Commitments shall be automatically and permanently reduced on the Closing Date by an amount equal to the aggregate principal amount of the Outstanding Existing Notes on the Closing Date, such reduction to be allocated pro rata between the Tranche B Commitments and the Tranche C Commitments based on the aggregate principal amount of such commitments on the Closing Date. (d) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Aggregate Commitments or the Letter of Credit Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; , provided that a notice of termination of the Aggregate Commitments or the Letter of Credit Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or another eventfacilities, 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 Aggregate Commitments or the Letter of Credit Commitments any Class shall be permanent; provided that nothing in this provision shall affect the Borrower’s ability to increase the Letter of Credit Commitments pursuant to Section 2.01(c)(iii). Each reduction of the Aggregate Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments, except as provided in clause (d) below. Each reduction of the Letter of Credit Commitments being made in conjunction with a reduction of the Aggregate Commitments pursuant to Section 2.09(b)(v) above shall be made ratably among the Issuing Banks in accordance with their respective Letter of Credit Commitments. (d) The Borrower may terminate the unused amount of the Commitment and Letter of Credit Commitment of a Defaulting Lender upon one Business Day’s prior notice to the Administrative Agent (which will promptly notify the Lenders thereof), provided that such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, the Issuing Banks or any Lender may have against such Defaulting Lender. (e) Notwithstanding the foregoing, all of the provisions of the Loan Documents which by their terms survive termination of the Commitments of the Borrower, including, without limitation, those provisions set forth in Section 9.06, shall survive and not be deemed terminated, but shall remain in full force and effectsuch Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Aggregate Tranche A Commitments, Tranche B Commitments and Tranche C Commitments shall terminate at 3:00 p.m., New York City time, on the earlier of (x) July 15, 1998 and (y) the date of the first Borrowing hereunder and (ii) the Revolving Commitments shall terminate on the Revolving Maturity Date. (b) In the event and on each occasion that any Net Proceeds are received by or on behalf of the Borrower or any Subsidiary or Holdings in respect of any Prepayment Event, the Revolving Commitments shall be immediately and permanently reduced by an amount (if any) equal to the amount of such Net Proceeds minus the portion of such amount required to be applied to repay the Term Borrowings in accordance with Section 2.10(b); provided that after giving effect to any such reduction pursuant to this subsection (b), the Revolving Commitments shall not be less than $50,000,000. (c) The Borrower may at any time terminate, or from time to time reduce, the Aggregate Commitments or the Letter of Credit Commitmentsany Class; provided that (i) each reduction of the Aggregate Commitments or the Letter of Credit Commitments 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 Aggregate Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.112.10, the sum of the Credit Revolving Exposures would exceed the Aggregate total Revolving Commitments, (iii) the Borrower shall not terminate or reduce the Letter of Credit Commitments if the LC Exposure would exceed the Letter of Credit Commitments, as so reduced, (iv) the amount of the Letter of Credit Commitment of any Issuing Bank shall not be reduced to an amount which is less than the aggregate amount of LC Exposure in respect of all Letters of Credit issued or deemed issued by such Issuing Bank; and (v) the Aggregate Commitments shall not be reduced to an amount which is less than the aggregate amount of the Letter of Credit Commitments, unless the Letter of Credit Commitments are correspondingly reduced at the same time. (cd) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Aggregate Commitments or the Letter of Credit Commitments under paragraph (bc) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Aggregate Commitments or the Letter of Credit Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or another eventfacilities, 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 Aggregate Commitments or the Letter of Credit Commitments any Class shall be permanent; provided that nothing in this provision shall affect the Borrower’s ability to increase the Letter of Credit Commitments pursuant to Section 2.01(c)(iii). Each reduction of the Aggregate Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments, except as provided in clause (d) below. Each reduction of the Letter of Credit Commitments being made in conjunction with a reduction of the Aggregate Commitments pursuant to Section 2.09(b)(v) above shall be made ratably among the Issuing Banks in accordance with their respective Letter of Credit Commitments. (d) The Borrower may terminate the unused amount of the Commitment and Letter of Credit Commitment of a Defaulting Lender upon one Business Day’s prior notice to the Administrative Agent (which will promptly notify the Lenders thereof), provided that such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, the Issuing Banks or any Lender may have against such Defaulting Lender. (e) Notwithstanding the foregoing, all of the provisions of the Loan Documents which by their terms survive termination of the Commitments of the Borrower, including, without limitation, those provisions set forth in Section 9.06, shall survive and not be deemed terminated, but shall remain in full force and effectsuch Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Aggregate Initial Term Commitments shall terminate upon the Borrowing of Term Loans on the Closing Date, (ii) the Supplemental Term Commitments shall terminate on the First Amendment Funding Date or, if earlier, upon the expiration of the Supplemental Term Loan Availability Period and (iii) the Revolving Commitments shall terminate on the Revolving Maturity Date.. NAI-1532775236v11532775236v9 69 Blue Bird Body Company Credit Agreement (b) The Borrower may at any time terminate, or from time to time reduce, the Aggregate Commitments or the Letter of Credit Revolving Commitments; , provided that (i) each reduction of the Aggregate Commitments or the Letter of Credit Revolving 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 Aggregate Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans in accordance with Section 2.11, the sum of the Credit aggregate Revolving Exposures would exceed the Aggregate aggregate Revolving Commitments, (iii) the Borrower shall not terminate or reduce the Letter of Credit Commitments if the LC Exposure would exceed the Letter of Credit Commitments, as so reduced, (iv) the amount of the Letter of Credit Commitment of any Issuing Bank shall not be reduced to an amount which is less than the aggregate amount of LC Exposure in respect of all Letters of Credit issued or deemed issued by such Issuing Bank; and (v) the Aggregate Commitments shall not be reduced to an amount which is less than the aggregate amount of the Letter of Credit Commitments, unless the Letter of Credit Commitments are correspondingly reduced at the same time. (c) The Borrower shall notify provide written notice to the Administrative Agent of any election to terminate or reduce the Aggregate Commitments or the Letter of Credit Revolving Commitments under paragraph (b) of this Section at least three five (5) U.S. Government Securities Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such written notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; , provided that a notice of termination of the Aggregate Commitments or the Letter of Credit Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or another eventthe receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or condition, in which case such notice may be revoked or postponed 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 Aggregate Commitments or the Letter of Credit Revolving Commitments shall be permanent; provided that nothing in this provision shall affect the Borrower’s ability to increase the Letter of Credit Commitments pursuant to Section 2.01(c)(iii). Each reduction of the Aggregate Commitments shall be made ratably among the Lenders in accordance with their respective Commitments, except as provided in clause (d) below. Each reduction of the Letter of Credit Commitments being made in conjunction with a reduction of the Aggregate Commitments pursuant to Section 2.09(b)(v) above shall be made ratably among the Issuing Banks in accordance with their respective Letter of Credit Commitments. (d) The Borrower may terminate the unused amount of the Commitment and Letter of Credit Commitment of a Defaulting Lender upon one Business Day’s prior notice to the Administrative Agent (which will promptly notify the Lenders thereof), provided that such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, the Issuing Banks or any Lender may have against such Defaulting Lender. (e) Notwithstanding the foregoing, all of the provisions of the Loan Documents which by their terms survive termination of the Commitments of the Borrower, including, without limitation, those provisions set forth in Section 9.06, shall survive and not be deemed terminated, but shall remain in full force and effect.

Termination and Reduction of Commitments. (a) Unless previously terminated, the Aggregate (i) Initial Term Commitments shall automatically terminate upon the borrowing of the Initial Term Loans on the Closing Date, (ii) the Incremental Term Commitments of any Class shall automatically terminate upon the Borrowing of Incremental Term Loans in connection therewith, (iii) the Refinancing Term Loan Commitments shall automatically terminate upon the Borrowing of Refinancing Term Loans in connection therewith and (iv) 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 Aggregate Commitments or the Letter of Credit Commitmentsany Class; provided that provided, that, (i) each partial reduction of the Aggregate Commitments or the Letter of Credit Commitments 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 Aggregate Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans in accordance with Section 2.11, the sum of the Credit Exposures Aggregate Revolving Exposure would exceed the Aggregate Commitments, (iii) the Borrower shall not terminate or reduce the Letter of Credit Commitments if the LC Exposure would exceed the Letter of Credit Commitments, as so reduced, (iv) the amount of the Letter of Credit Commitment of any Issuing Bank shall not be reduced to an amount which is less than the aggregate amount of LC Exposure in respect of all Letters of Credit issued or deemed issued by such Issuing Bank; and (v) the Aggregate Commitments shall not be reduced to an amount which is less than the aggregate amount of the Letter of Credit Commitments, unless the Letter of Credit Commitments are correspondingly reduced at the same timeRevolving Commitment. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Aggregate Commitments or the Letter of Credit Commitments under paragraph (b) of this Section 2.08 at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any 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 provided, that, a notice of termination or reduction of the Aggregate Commitments or the Letter of Credit Revolving Commitments delivered by the Borrower under this paragraph may state that such notice is conditioned upon the effectiveness occurrence of other credit facilities one or another eventmore 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 Aggregate Commitments or the Letter of Credit Commitments any Class shall be permanent; provided that nothing in this provision shall affect the Borrower’s ability to increase the Letter of Credit Commitments pursuant to Section 2.01(c)(iii). Each reduction of the Aggregate Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments, except as provided in clause (d) below. Each reduction of the Letter of Credit Commitments being made in conjunction with a reduction of the Aggregate Commitments pursuant to Section 2.09(b)(v) above shall be made ratably among the Issuing Banks in accordance with their respective Letter of Credit Commitments. (d) The Borrower may terminate the unused amount of the Commitment and Letter of Credit Commitment of a Defaulting Lender upon one Business Day’s prior notice to the Administrative Agent (which will promptly notify the Lenders thereof), provided that such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, the Issuing Banks or any Lender may have against such Defaulting Lender. (e) Notwithstanding the foregoing, all of the provisions of the Loan Documents which by their terms survive termination of the individual Commitments of the Borrower, including, without limitation, those provisions set forth in Section 9.06, shall survive and not be deemed terminated, but shall remain in full force and effectsuch Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, the Aggregate Commitments shall terminate on the Maturity Date. (b) The Borrower may at any time terminate, or from time to time reduce, the Aggregate Commitments or the Letter of Credit Commitments; provided that (i) each reduction of the Aggregate Commitments or the Letter of Credit 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 Aggregate Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.112.12, the sum of the Credit Exposures would exceed the Aggregate Commitments, (iii) the Borrower shall not terminate or reduce the Letter of Credit Commitments if the LC Exposure would exceed the Letter of Credit Commitments, as so reduced, (iv) the amount of the Letter of Credit Commitment of any Issuing Bank shall not be reduced to an amount which is less than the aggregate amount of LC Exposure in respect of all Letters of Credit issued or deemed issued by such Issuing Bank; and (v) the Aggregate Commitments shall not be reduced to an amount which is less than the aggregate amount of the Letter of Credit Commitments, unless the Letter of Credit Commitments are correspondingly reduced at the same time. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Aggregate Commitments or the Letter of Credit Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Aggregate Commitments or the Letter of Credit Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or another event, 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 Aggregate Commitments or the Letter of Credit Commitments solely pursuant to clause (b) of this Section shall be permanent; provided that nothing in this provision shall affect the Borrower’s ability to increase the Letter of Credit Commitments pursuant to Section 2.01(c)(iii). Each reduction of the Aggregate Commitments shall be made ratably among the Lenders in accordance with their respective Commitments, except as provided in clause (d) below. Each reduction of the Letter of Credit Commitments being made in conjunction with a reduction of the Aggregate Commitments pursuant to Section 2.09(b)(v) above shall be made ratably among the Issuing Banks in accordance with their respective Letter of Credit Commitments. (d) The Borrower may terminate the unused amount of the Commitment and Letter of Credit Commitment of a Defaulting Lender upon one Business Day’s prior notice to the Administrative Agent (which will promptly notify the Lenders thereof), provided that such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, the Issuing Banks or any Lender may have against such Defaulting Lender. (e) Notwithstanding the foregoing, all of the provisions of the Loan Documents which by their terms survive termination of the Commitments of the Borrower, including, without limitation, those provisions set forth in Section 9.06, shall survive and not be deemed terminated, but shall remain in full force and effect.

Termination and Reduction of Commitments. (a) Unless ---------------------------------------- previously terminated, the Aggregate Commitments shall terminate on the Maturity Date. (b) The Borrower may at any time terminate, or from time to time reduce, the Aggregate Commitments or the Letter of Credit Commitments; provided that (i) each reduction of the Aggregate Commitments or the Letter of Credit Commitments -------- shall be in minimum aggregate amounts of $10,000,000 (unless the Swingline Commitment and/or the total Commitment, as the case may be, at such time is less than $10,000,000, in which case, in an amount that equal to the Swingline Commitment and/or the total Commitment at such time) and, if such reduction is an integral multiple of $1,000,000 and not less greater than $5,000,000, in integral multiples of $5,000,000 in excess of such amount and (ii) the Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.112.10, the sum of the Revolving Credit Exposures plus the aggregate principal amount of outstanding Competitive Loans would exceed the Aggregate total Commitments, (iii) the Borrower shall not terminate or reduce the Letter of Credit Commitments if the LC Exposure would exceed the Letter of Credit Commitments, as so reduced, (iv) the amount of the Letter of Credit Commitment of any Issuing Bank shall not be reduced to an amount which is less than the aggregate amount of LC Exposure in respect of all Letters of Credit issued or deemed issued by such Issuing Bank; and (v) the Aggregate Commitments shall not be reduced to an amount which is less than the aggregate amount of the Letter of Credit Commitments, unless the Letter of Credit Commitments are correspondingly reduced at the same time. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Aggregate Commitments or the Letter of Credit Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice -------- of termination of the Aggregate Commitments or the Letter of Credit Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or another eventfacilities, 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 Aggregate Commitments or the Letter of Credit Commitments shall be permanent; provided that nothing in this provision shall affect the Borrower’s ability to increase the Letter of Credit Commitments pursuant to Section 2.01(c)(iii). Each reduction of the Aggregate Commitments shall be made ratably among the Lenders in accordance with their respective Commitments, except as provided in clause (d) below. Each reduction of the Letter of Credit Commitments being made in conjunction with a reduction of the Aggregate Commitments pursuant to Section 2.09(b)(v) above shall be made ratably among the Issuing Banks in accordance with their respective Letter of Credit Commitments. (d) The Borrower may terminate the unused amount of the Commitment and Letter of Credit Commitment of a Defaulting Lender upon one Business Day’s prior notice to the Administrative Agent (which will promptly notify the Lenders thereof), provided that such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, the Issuing Banks or any Lender may have against such Defaulting Lender. (e) Notwithstanding the foregoing, all of the provisions of the Loan Documents which by their terms survive termination of the Commitments of the Borrower, including, without limitation, those provisions set forth in Section 9.06, shall survive and not be deemed terminated, but shall remain in full force and effect.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Aggregate Tranche A Term Commitments shall automatically terminate at 5:00 p.m., New York City time, on the Fourth Amendment 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 Aggregate Commitments or the Letter of Credit Commitmentsany Class; provided that (i) each partial reduction of the Aggregate Commitments or the Letter of Credit Commitments 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 Aggregate Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.112.10, the sum of the Credit Exposures Aggregate Revolving Exposure would exceed the Aggregate Commitments, Revolving Commitment and (iii) the Borrower shall not terminate or reduce the Letter of Credit Commitments if LC Sublimit if, after giving effect thereto, the LC Exposure not fully cash collateralized hereunder would exceed the Letter of Credit Commitments, as so reduced, (iv) the amount of the Letter of Credit Commitment of any Issuing Bank shall not be reduced to an amount which is less than the aggregate amount of LC Exposure in respect of all Letters of Credit issued or deemed issued by such Issuing Bank; and (v) the Aggregate Commitments shall not be reduced to an amount which is less than the aggregate amount of the Letter of Credit Commitments, unless the Letter of Credit Commitments are correspondingly reduced at the same timeSublimit. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Aggregate Commitments or the Letter of Credit Commitments under paragraph (b) of this Section at least not later than 11:00 a.m., New York City time, three Business Days 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 Aggregate Commitments or the Letter of Credit Revolving Commitments delivered by the Borrower under this paragraph may state that such notice is conditioned upon the effectiveness occurrence of other credit facilities one or another eventmore 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 Aggregate Commitments or the Letter of Credit Commitments any Class shall be permanent; provided that nothing in this provision shall affect the Borrower’s ability to increase the Letter of Credit Commitments pursuant to Section 2.01(c)(iii). Each reduction of the Aggregate Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments, except as provided Commitments of such Class. All fees in clause (d) below. Each reduction respect of the Letter Revolving Commitments accrued until the effective date of Credit Commitments being made in conjunction with a reduction any termination of the Aggregate Revolving Commitments pursuant to Section 2.09(b)(v) above shall be made ratably among paid on the Issuing Banks in accordance with their respective Letter effective date of Credit Commitmentssuch termination. (d) The Borrower may terminate If after giving effect to any reduction or termination of Revolving Commitments under this Section 2.07, the unused LC Sublimit exceeds the Revolving Commitments at such time, the LC Sublimit shall be automatically reduced by the amount of the Commitment and Letter of Credit Commitment of a Defaulting Lender upon one Business Day’s prior notice to the Administrative Agent (which will promptly notify the Lenders thereof), provided that such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, the Issuing Banks or any Lender may have against such Defaulting Lenderexcess. (e) Notwithstanding the foregoing, all of the provisions of the Loan Documents which by their terms survive termination of the Commitments of the Borrower, including, without limitation, those provisions set forth in Section 9.06, shall survive and not be deemed terminated, but shall remain in full force and effect.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Aggregate Tranche B-1 Commitments shall terminate at 5:00 p.m., New York City time, on the Amendment/Restatement Effective Date, (ii) the Domestic Revolving Commitments shall terminate on the Domestic Revolving Maturity Date and (iii) the Global Revolving Commitments shall terminate on the Global Revolving Maturity Date. (b) The Parent Borrower may at any time terminate, or from time to time reduce, the Aggregate Commitments or the Letter of Credit Commitmentsany Class; provided that (i) each reduction of the Aggregate Commitments or the Letter of Credit Commitments 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 Parent Borrower shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.11, the sum of the Credit Exposures would exceed the Aggregate Commitments, (iiii) the Borrower shall not terminate or reduce the Letter of Credit Commitments if the LC Total Domestic Exposure would exceed the Letter of Credit Commitments, as so reduced, total Domestic Revolving Commitments or (ivii) the amount of Total Global Exposure would exceed the Letter of Credit Commitment of any Issuing Bank shall not be reduced to an amount which is less than the aggregate amount of LC Exposure in respect of all Letters of Credit issued or deemed issued by such Issuing Bank; and (v) the Aggregate Commitments shall not be reduced to an amount which is less than the aggregate amount of the Letter of Credit total Global Revolving Commitments, unless the Letter of Credit Commitments are correspondingly reduced at the same time. (c) The Parent Borrower shall notify the Administrative Agent of any election to terminate or reduce the Aggregate Commitments or the Letter of Credit Commitments under paragraph (b) of this Section Section, at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Parent Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Aggregate Commitments or the Letter of Credit Revolving Commitments delivered by the Parent Borrower may state that such notice is conditioned upon the effectiveness or closing of other credit facilities facilities, debt financings or another eventDispositions, 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 Aggregate Commitments or the Letter of Credit Commitments shall be permanent; provided that nothing in this provision shall affect the Borrower’s ability to increase the Letter of Credit Commitments pursuant to Section 2.01(c)(iii). Each reduction of the Aggregate Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments, except as provided in clause (d) below. Each reduction of the Letter of Credit Commitments being made in conjunction with a reduction of the Aggregate Commitments pursuant to Section 2.09(b)(v) above shall be made ratably among the Issuing Banks in accordance with their respective Letter of Credit Commitments. (d) The Borrower may terminate the unused amount of the Commitment and Letter of Credit Commitment of a Defaulting Lender upon one Business Day’s prior notice to the Administrative Agent (which will promptly notify the Lenders thereof), provided that such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, the Issuing Banks or any Lender may have against such Defaulting Lender. (e) Notwithstanding the foregoing, all of the provisions of the Loan Documents which by their terms survive termination of the Commitments of the Borrower, including, without limitation, those provisions set forth in Section 9.06, shall survive and not be deemed terminated, but shall remain in full force and effectsuch Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Aggregate 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 Aggregate Commitments or the Letter of Credit Commitmentsany Class; provided that (i) each partial reduction of the Aggregate Commitments or the Letter of Credit Commitments 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 Aggregate Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.112.10, the sum of the Credit Exposures Aggregate Revolving Exposure would exceed the Aggregate Commitments, (iii) the Borrower shall not terminate or reduce the Letter of Credit Commitments if the LC Exposure would exceed the Letter of Credit Commitments, as so reduced, (iv) the amount of the Letter of Credit Commitment of any Issuing Bank shall not be reduced to an amount which is less than the aggregate amount of LC Exposure in respect of all Letters of Credit issued or deemed issued by such Issuing Bank; and (v) the Aggregate Commitments shall not be reduced to an amount which is less than the aggregate amount of the Letter of Credit Commitments, unless the Letter of Credit Commitments are correspondingly reduced at the same timeRevolving Commitment. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Aggregate Commitments or the Letter of Credit Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any 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 Aggregate Commitments or the Letter of Credit Revolving Commitments delivered by the Borrower under this paragraph may state that such notice is conditioned upon the effectiveness occurrence of other credit facilities one or another eventmore 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 Aggregate Commitments or the Letter of Credit Commitments any Class shall be permanent; provided that nothing in this provision shall affect the Borrower’s ability to increase the Letter of Credit Commitments pursuant to Section 2.01(c)(iii). Each reduction of the Aggregate Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments, except as provided in clause (d) below. Each reduction of the Letter of Credit Commitments being made in conjunction with a reduction of the Aggregate Commitments pursuant to Section 2.09(b)(v) above shall be made ratably among the Issuing Banks in accordance with their respective Letter of Credit Commitments. (d) The Borrower may terminate the unused amount of the Commitment and Letter of Credit Commitment of a Defaulting Lender upon one Business Day’s prior notice to the Administrative Agent (which will promptly notify the Lenders thereof), provided that such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, the Issuing Banks or any Lender may have against such Defaulting Lender. (e) Notwithstanding the foregoing, all of the provisions of the Loan Documents which by their terms survive termination of the Commitments of the Borrower, including, without limitation, those provisions set forth in Section 9.06, shall survive and not be deemed terminated, but shall remain in full force and effectsuch Class.

Termination and Reduction of Commitments. (a) Unless previously terminatedExcept as otherwise provided in Section 2.19, (x) the Canadian Revolving Commitments, the Aggregate Commitments Dutch Revolving Commitments, the U.S. Tranche A Revolving Commitments, the Swingline Commitment, and the LC Commitment shall automatically terminate on the Maturity Date, and(y) the Initial U.S. Tranche B Revolving Commitments were terminated and automatically and permanently reduced to $0 upon the making of Initial U.S. Tranche B Revolving Loans on the Second Amendment Effective Date pursuant to Section 2.01(iv)(x) and (z) the U.S. Tranche B Increased Revolving Commitments shall terminate and be automatically and permanently reduced to $0 upon the making of the U.S. Tranche B Increased Revolving Loans on the SecondThird Amendment Effective Date pursuant to Section 2.01(iv) (y). (b) The Borrower Company may at any time terminate, or from time to time reduce, the Aggregate Ex-FILO Revolving Commitments or the Letter of Credit Commitmentsunder any Ex-FILO Subfacility; provided that (i) each any such reduction of the Aggregate Commitments or the Letter of Credit Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000the Borrowing Multiple, (ii) the Borrower Ex-FILO Revolving Commitments under any Ex-FILO Subfacility shall not terminate be terminated or reduce the Aggregate Commitments reduced if, after giving effect to any concurrent prepayment of the Loans under such Ex-FILO Subfacility in accordance with Section 2.112.09, the sum of the Credit Ex-FILO Revolving Exposures under such Ex-FILO Subfacility would exceed the Aggregate CommitmentsCommitments under such Ex-FILO Subfacility, and (iii) the Borrower North American Minimum Requirement shall not terminate or reduce the Letter of Credit Commitments if the LC Exposure would exceed the Letter of Credit Commitments, as so reduced, (iv) the amount of the Letter of Credit Commitment of any Issuing Bank shall not be reduced to an amount which is less than the aggregate amount of LC Exposure in respect of all Letters of Credit issued or deemed issued by such Issuing Bank; and (v) the Aggregate Commitments shall not be reduced to an amount which is less than the aggregate amount of the Letter of Credit Commitments, unless the Letter of Credit Commitments are correspondingly reduced at the same timemet. (c) In the event that the Dutch Parent Borrower consolidates, amalgamates, merges with or into or winds up into, or sells, assigns, transfers, leases, conveys or otherwise disposes of all or substantially all of its properties or assets, in one or more related transactions, to any Person other than in accordance with clauses (i) through (v) of Section 9.11(b) (such transactions, the “Dutch Parent Borrower Disposition”), all of the Revolving Commitments under the Dutch Subfacility shall be terminated. (d) The Borrower Company shall notify the Administrative Agent of any election to terminate or reduce the Aggregate any Class of Ex-FILO Revolving Commitments or the Letter of Credit Commitments under any Ex-FILO Subfacility under paragraph (b) or (c) of this Section 2.07 at least three two Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof; it being understood that in the case of a Dutch Parent Borrower Disposition, the effective date of the termination of Revolving Commitments under the Dutch Subfacility shall be on or prior to the date the Dutch Parent Borrower Disposition is consummated. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Aggregate Commitments or the Letter of Credit Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or another event, 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 effectuated termination or reduction of the Aggregate Commitments or the Letter of Credit Commitments shall be permanent. Each termination or reduction of the Commitments shall be made among the Lenders based on each Lender’s Pro Rata Percentage under the applicable Subfacility or Subfacilities within any Class of the Commitments; provided that nothing that, notwithstanding the foregoing, (1) the Company may allocate any termination or reduction of Commitments among Classes of Commitments at its direction, (2) the Company may allocate any termination or reduction of Commitments among Revolving Commitments and Extended Revolving Commitments at its direction (including, for the avoidance of doubt, to the Commitments with respect of any Class of Extended Revolving Commitments without any termination or reduction of the remaining Commitments with respect to the Existing Revolving Loan Commitments from which such Extended Revolving Commitments were converted or extended) and (3) in this provision shall affect connection with the Borrower’s ability to increase the Letter establishment on any date of Credit any Extended Revolving Commitments pursuant to Section 2.01(c)(iii). Each 2.19, the Existing Revolving Loan Commitments of any one or more Lenders providing any such Extended Revolving Commitments on such date shall be reduced in an amount equal to the amount of Existing Revolving Loan Commitments so extended on such date (or, if agreed by the Company and the Lenders providing such Extended Revolving Commitments, by any greater amount so long as (A) a proportionate reduction of the Aggregate Existing Revolving Loan Commitments shall has been offered to each Lender to whom the applicable Extension Request has been made (which may be made ratably among conditioned upon such Lender becoming an Extending Lender), and (B) the Company prepays the Existing Revolving Loans of such Class of Existing Revolving Loan Commitments 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 CommitmentsExisting Revolving Loan Commitments of such 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, except as provided in clause (d) below. Each reduction the aggregate amount of the Letter revolving credit exposure of Credit Commitments any such Lender does not exceed the Existing Revolving Loan Commitment thereof (such revolving credit exposure and Existing Revolving Loan 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 conjunction compliance with a reduction the requirements of Section 2.10(a) with respect to the Aggregate Commitments ratable allocation of payments hereunder, with such allocation being determined after giving pro forma effect to any conversion or exchange pursuant to Section 2.09(b)(v) above shall be 2.19 of Existing Revolving Loan Commitments and Existing Revolving Loans into Extended Revolving Commitments and Extended Revolving Loans respectively, and prior to any reduction being made ratably among the Issuing Banks in accordance with their respective Letter of Credit Commitments. (d) The Borrower may terminate the unused amount of to the Commitment and Letter of Credit Commitment of a Defaulting Lender upon one Business Day’s prior notice to the Administrative Agent (which will promptly notify the Lenders thereof), provided that such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, the Issuing Banks or any Lender may have against such Defaulting other Lender). (e) Notwithstanding the foregoing, all of the provisions of the Loan Documents which by their terms survive termination of the Commitments of the Borrower, including, without limitation, those provisions set forth in Section 9.06, shall survive and not be deemed terminated, but shall remain in full force and effect.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Aggregate Txxxxxx X-0 Commitments shall terminate at 5:00 p.m., New York City time, on the Effective Date, (ii) the Txxxxxx X-0 Commitments shall terminate at 5:00 p.m., New York City time, on the Restatement Effective Date and (iii) the Revolving Commitments shall 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 reduce, the Aggregate Commitments or the Letter of Credit Commitmentsany Class (it being understood that reductions of Revolving Commitments will automatically reduce Foreign Currency Commitments on a pro rata basis); provided that (i) each reduction of the Aggregate Commitments or the Letter of Credit Commitments 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 shall not terminate be terminated or reduce the Aggregate Commitments reduced if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.11, the sum of the Credit Revolving Exposures would exceed the Aggregate total Revolving Commitments. In addition, in the event the proceeds from Permitted Senior Notes issued after the Amendment Date are used to repurchase, redeem or otherwise retire then outstanding Convertible Debentures, immediately following such repurchase, redemption or retirement (iiii) the Parent Borrower shall not terminate or reduce the Letter make any prepayment required pursuant to Section 2.11 as a result of Credit Commitments if the LC Exposure would exceed the Letter of Credit Commitments, as so reduced, such reduction and (ivii) the total Revolving Commitments shall be automatically reduced in an amount equal to the amount used to effect such repurchase, redemption or retirement (together with a pro rata reduction of Foreign Currency Commitments) without any action on the Letter of Credit Commitment part of any Issuing Bank party, provided that, the total reduction to the Revolving Commitments under this clause (ii) shall not be reduced to an amount which is less than the aggregate amount of LC Exposure in respect of all Letters of Credit issued or deemed issued by such Issuing Bank; and (v) the Aggregate Commitments shall not be reduced to an amount which is less than the aggregate amount of the Letter of Credit Commitments, unless the Letter of Credit Commitments are correspondingly reduced at the same timeexceed $50,000,000. (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 Aggregate Commitments or the Letter of Credit Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Parent Borrower (on behalf of itself and the Foreign Subsidiary Borrowers) pursuant to this Section shall be irrevocable; provided that a notice of termination of the Aggregate Commitments or the Letter of Credit Revolving Commitments delivered 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 another eventtransaction, 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 Aggregate Commitments or the Letter of Credit Commitments any Class shall be permanent; provided that nothing in this provision shall affect the Borrower’s ability to increase the Letter of Credit Commitments pursuant to Section 2.01(c)(iii). Each reduction of the Aggregate Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments, except as provided in clause (d) below. Each reduction of the Letter of Credit Commitments being made in conjunction with a reduction of the Aggregate Commitments pursuant to Section 2.09(b)(v) above shall be made ratably among the Issuing Banks in accordance with their respective Letter of Credit Commitments. (d) The Borrower may terminate the unused amount of the Commitment and Letter of Credit Commitment of a Defaulting Lender upon one Business Day’s prior notice to the Administrative Agent (which will promptly notify the Lenders thereof), provided that such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, the Issuing Banks or any Lender may have against such Defaulting Lender. (e) Notwithstanding the foregoing, all of the provisions of the Loan Documents which by their terms survive termination of the Commitments of the Borrower, including, without limitation, those provisions set forth in Section 9.06, shall survive and not be deemed terminated, but shall remain in full force and effectsuch Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Aggregate Initial Term Commitments shall automatically terminate and be reduced to $0 on the ThirdFifth Amendment Effective Date upon the making (or deemed making) of the Initial Term Loans, (ii) the Fourth Amendment Term Commitments shall automatically terminate and be reduced to $0 on the FourthFifth Amendment Effective Date upon the making of the Fourth Amendment Term Loans and (iii) the Revolving Commitments shall automatically terminate and be reduced to $0 on the Revolving Maturity Date. (b) The Borrower may at any time terminate, or from time to time permanently reduce, the Aggregate Commitments or the Letter of Credit Commitmentsany Class; provided that (i) each partial reduction of the Aggregate Commitments or the Letter of Credit Commitments 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 Aggregate Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.11, the sum of the Credit Exposures Aggregate Revolving Exposure would exceed the Aggregate Commitments, (iii) the Borrower shall not terminate or reduce the Letter of Credit Commitments if the LC Exposure would exceed the Letter of Credit Commitments, as so reduced, (iv) the amount of the Letter of Credit Commitment of any Issuing Bank shall not be reduced to an amount which is less than the aggregate amount of LC Exposure in respect of all Letters of Credit issued or deemed issued by such Issuing Bank; and (v) the Aggregate Commitments shall not be reduced to an amount which is less than the aggregate amount of the Letter of Credit Commitments, unless the Letter of Credit Commitments are correspondingly reduced at the same timeRevolving Commitment. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Aggregate Commitments or the Letter of Credit Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any 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 Aggregate Commitments or the Letter of Credit Revolving Commitments delivered by the Borrower under this paragraph may state that such notice is conditioned upon the effectiveness occurrence of other credit facilities one or another eventmore 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 Aggregate Commitments or the Letter of Credit Commitments any Class shall be permanent; provided that nothing in this provision shall affect the Borrower’s ability to increase the Letter of Credit Commitments pursuant to Section 2.01(c)(iii). Each reduction of the Aggregate Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments, except as provided in clause (d) below. Each reduction of the Letter of Credit Commitments being made in conjunction with a reduction of the Aggregate Commitments pursuant to Section 2.09(b)(v) above shall be made ratably among the Issuing Banks in accordance with their respective Letter of Credit Commitments. (d) The Borrower may terminate the unused amount of the Commitment and Letter of Credit Commitment of a Defaulting Lender upon one Business Day’s prior notice to the Administrative Agent (which will promptly notify the Lenders thereof), provided that such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, the Issuing Banks or any Lender may have against such Defaulting Lender. (e) Notwithstanding the foregoing, all of the provisions of the Loan Documents which by their terms survive termination of the Commitments of the Borrower, including, without limitation, those provisions set forth in Section 9.06, shall survive and not be deemed terminated, but shall remain in full force and effectsuch Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Aggregate Mexico Term Commitments and the Tranche A Term Commitments shall terminate at 5:00 p.m., New York City time, on the last day of the Tranche A Availability Period, (ii) the Tranche B Term Commitments shall terminate at 5:00 p.m., New York City time, on the Restatement Date and (iii) the Revolving Commitments shall terminate on the Revolving Maturity Date. (b) The Borrower may at any time terminate, or from time to time reduce, the Aggregate Commitments or the Letter of Credit Revolving Commitments; provided that (i) each reduction of the Aggregate Commitments or the Letter of Credit Revolving Commitments 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 Aggregate Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.11, the sum of the Credit Revolving Exposures would exceed the Aggregate total Revolving Commitments. (c) If any prepayment of a Term Borrowing would be required pursuant to Section 2.11(b) or (c) at a time when there are not any Term Borrowings outstanding, (iii) then the Borrower Revolving Commitments shall not terminate or reduce the Letter of Credit Commitments if the LC Exposure would exceed the Letter of Credit Commitments, as so reduced, (iv) the amount of the Letter of Credit Commitment of any Issuing Bank shall not be reduced to at such time in an amount which is less than equal to the aggregate amount of LC Exposure in respect of all Letters of Credit issued or deemed issued by prepayment that would be required if Term Borrowings were outstanding at such Issuing Bank; and (v) the Aggregate Commitments shall not be reduced to an amount which is less than the aggregate amount of the Letter of Credit Commitments, unless the Letter of Credit Commitments are correspondingly reduced at the same time. (cd) The Borrower shall notify the Administrative Agent of any election or requirement to terminate or reduce the Aggregate Commitments or the Letter of Credit Revolving Commitments under paragraph (b) or (c) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election or requirement and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Aggregate Commitments or the Letter of Credit Revolving Commitments delivered by the Borrower under paragraph (b) of this Section may state that such notice is conditioned upon the effectiveness of other credit facilities or another eventborrowings, 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 Aggregate Commitments or the Letter of Credit Commitments any Class shall be permanent; provided that nothing in this provision shall affect the Borrower’s ability to increase the Letter of Credit Commitments pursuant to Section 2.01(c)(iii). Each reduction of the Aggregate Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments, except as provided in clause (d) below. Each reduction of the Letter of Credit Commitments being made in conjunction with a reduction of the Aggregate Commitments pursuant to Section 2.09(b)(v) above shall be made ratably among the Issuing Banks in accordance with their respective Letter of Credit Commitments. (d) The Borrower may terminate the unused amount of the Commitment and Letter of Credit Commitment of a Defaulting Lender upon one Business Day’s prior notice to the Administrative Agent (which will promptly notify the Lenders thereof), provided that such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, the Issuing Banks or any Lender may have against such Defaulting Lender. (e) Notwithstanding the foregoing, all of the provisions of the Loan Documents which by their terms survive termination of the Commitments of the Borrower, including, without limitation, those provisions set forth in Section 9.06, shall survive and not be deemed terminated, but shall remain in full force and effectsuch Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, all Commitments hereunder shall automatically terminate after giving effect to the Aggregate Commitments shall terminate funding of each Lender’s Commitment and in any event at 5:00 p.m. New York City, New York time on the Maturity Outside Date. (b) The Borrower may at any time terminate, or from time to time reduceEach of the Tranche A Commitment, the Aggregate Commitments or Tranche B Commitment and the Letter Tranche C Commitment shall be reduced automatically on the date that is two (2) Business Days after the expiration of Credit Commitments; provided that the 2013 Debt Tender Offer (and prior to the Tranche A Effective Date), the 2014 Debt Tender Offer (and prior to the Tranche B Effective Date) and the 2016 Debt Tender Offer (and prior to the Tranche C Effective Date), respectively, by (i) each reduction the amount of cash proceeds of any equity of Parent sold to the Equity Purchaser pursuant to the exercise of its pre-emptive rights in connection with any exchange of equity of the Aggregate Commitments Parent for Indebtedness of the Parent and in connection with the increase of the Equity Purchaser’s pro-rata ownership interest in the Parent to 40% that occurs on or prior to the Letter of Credit Commitments shall be in an amount that is an integral multiple of $1,000,000 Tranche A Effective Date, Tranche B Effective Date or Tranche C Effective Date, as applicable, and not less than $5,000,000, (ii) the Borrower shall not terminate amount of cash proceeds of any equity of Parent sold to RSL Capital LLC, a New York limited liability company, that occurs on or reduce prior to the Aggregate Commitments ifTranche A Effective Date, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.11, the sum of the Credit Exposures would exceed the Aggregate Commitments, (iii) the Borrower shall not terminate Tranche B Effective Date or reduce the Letter of Credit Commitments if the LC Exposure would exceed the Letter of Credit CommitmentsTranche C Effective Date, as so reduced, (iv) the amount of the Letter of Credit Commitment of any Issuing Bank shall not be reduced to an amount which is less than the aggregate amount of LC Exposure in respect of all Letters of Credit issued or deemed issued by such Issuing Bank; and (v) the Aggregate Commitments shall not be reduced to an amount which is less than the aggregate amount of the Letter of Credit Commitments, unless the Letter of Credit Commitments are correspondingly reduced at the same timeapplicable. (c) The Borrower Parent may also at any time prior to the Last Effective Date reduce in whole or in part the Commitments. The Parent shall notify the Administrative Agent of any election to terminate or partially reduce the Aggregate Commitments or the Letter of Credit Commitments any Commitment under paragraph (b) of this Section 2.05(c) at least three Business Days prior to the effective date of any such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower Parent pursuant to this Section shall specify the applicable Commitment to be terminated or reduced and shall be irrevocable; provided that a notice of termination of the Aggregate Commitments or the Letter of Credit Commitments such Commitment delivered by the Borrower Parent may state that such notice is conditioned upon the effectiveness of other credit facilities or another event, in which case such notice may be revoked by the Borrower Parent (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. (d) Each Commitment reduction under this Section 2.05 shall be treated (i) first, as a reduction of the Tranche C Commitments hereunder until the amount of such Tranche C Commitments is equal to zero, (ii) second, as a reduction of the Tranche B Commitments hereunder until the amount of such Tranche B Commitments is equal to zero and (iii) third, as a reduction of the Tranche A Commitments. Any termination or reduction of the Aggregate Commitments or the Letter of Credit Commitments any Commitment shall be permanent; provided that nothing in this provision shall affect the Borrower’s ability to increase the Letter of Credit Commitments pursuant to Section 2.01(c)(iii). Each reduction of the Aggregate Commitments shall be made ratably among the Lenders in accordance with their respective Commitments, except as provided in clause (d) below. Each reduction of the Letter of Credit Commitments being made in conjunction with a reduction of the Aggregate Commitments pursuant to Section 2.09(b)(v) above shall be made ratably among the Issuing Banks in accordance with their respective Letter of Credit Commitments. (d) The Borrower may terminate the unused amount of the Commitment and Letter of Credit Commitment of a Defaulting Lender upon one Business Day’s prior notice to the Administrative Agent (which will promptly notify the Lenders thereof), provided that such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, the Issuing Banks or any Lender may have against such Defaulting Lender. (e) Notwithstanding the foregoing, all of the provisions of the Loan Documents which by their terms survive termination of the Commitments of the Borrower, including, without limitation, those provisions set forth in Section 9.06, shall survive and not be deemed terminated, but shall remain in full force and effect.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Aggregate Term Loan Commitments shall terminate at 5:00 p.m., New York City time, on the Effective Date, (ii) the Revolving Commitments shall terminate on the Maturity DateDate and (iii) all the Commitments shall terminate if the initial borrowing hereunder shall not have occurred by February 28, 2002. (b) The Borrower Company may at any time terminate, or from time to time reduce, the Aggregate Commitments or the Letter of Credit Commitmentsany Class; provided that (i) each reduction of the Aggregate Commitments or the Letter of Credit Commitments any Class shall be in an amount that is an integral multiple of $1,000,000 the Borrowing Multiple and not less than $5,000,000the Borrowing Minimum, or the entire amount of the Commitments of such Class, (ii) the Borrower Company shall not terminate or reduce the Aggregate US Tranche Revolving Commitments if, after giving effect to any concurrent prepayment of the US Tranche Revolving Loans in accordance with Section 2.112.10, the sum of the aggregate US Tranche Revolving Credit Exposures would exceed the Aggregate Commitments, aggregate US Tranche Revolving Commitments and (iii) the Borrower Company shall not terminate or reduce the Letter UK Tranche Revolving Commitments if, after giving effect to any concurrent prepayment of the UK Tranche Revolving Loans in accordance with Section 2.10, the aggregate UK Tranche Revolving Credit Commitments if the LC Exposure Exposures would exceed the Letter of Credit aggregate UK Tranche Revolving Commitments, as so reduced, (iv) the amount of the Letter of Credit Commitment of any Issuing Bank shall not be reduced to an amount which is less than the aggregate amount of LC Exposure in respect of all Letters of Credit issued or deemed issued by such Issuing Bank; and (v) the Aggregate Commitments shall not be reduced to an amount which is less than the aggregate amount of the Letter of Credit Commitments, unless the Letter of Credit Commitments are correspondingly reduced at the same time. (c) The Borrower Company shall notify the Administrative Agent of any election to terminate or reduce the Aggregate Commitments or the Letter of Credit Commitments any Class under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereofof such election. Promptly following receipt of any such notice, the Administrative Agent shall advise the London Agent and the applicable Lenders of the contents thereof. Each notice delivered by the Borrower Company pursuant to this Section shall be irrevocable; provided that a notice of termination of the Aggregate Commitments or the Letter of Credit Commitments delivered by the Borrower Company may state that such notice is conditioned upon the effectiveness of other credit facilities or another eventfacilities, 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 Aggregate Commitments or the Letter of Credit Commitments any Class shall be permanent; provided that nothing in this provision shall affect the Borrower’s ability to increase the Letter of Credit Commitments pursuant to Section 2.01(c)(iii). Each reduction of the Aggregate Commitments of any Class shall be made ratably among the applicable Lenders in accordance with their respective Commitments, except as provided in clause (d) below. Each reduction of the Letter of Credit Commitments being made in conjunction with a reduction of the Aggregate Commitments pursuant to Section 2.09(b)(v) above shall be made ratably among the Issuing Banks in accordance with their respective Letter of Credit Commitments. (d) The Borrower may terminate the unused amount of the Commitment and Letter of Credit Commitment of a Defaulting Lender upon one Business Day’s prior notice to the Administrative Agent (which will promptly notify the Lenders thereof), provided that such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, the Issuing Banks or any Lender may have against such Defaulting Lender. (e) Notwithstanding the foregoing, all of the provisions of the Loan Documents which by their terms survive termination of the Commitments of the Borrower, including, without limitation, those provisions set forth in Section 9.06, shall survive and not be deemed terminated, but shall remain in full force and effectsuch Class.