Common use of Termination and Reduction of Commitments Clause in Contracts

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the 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) 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 Commitments of any Class; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 and not less than $1,000,000 unless such amount represents all of the remaining Commitments of such Class and (ii) the Co-Borrowers shall not terminate or reduce the Revolving Commitments of any Class if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans of any Class in accordance with Section 2.11, the aggregate Revolving Exposures attributable to the Revolving Commitments of such Class would exceed the aggregate Revolving Commitments of such Class. (c) Finance or the Co-Borrowers, as the case may be, shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section 2.08 at least one Business 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 Co-Borrowers, as the case may be, pursuant to this Section 2.08 shall be irrevocable; provided that a notice of termination of the Revolving Commitments of any Class delivered by any Co-Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or condition, in which case such notice may be revoked by such Co-Borrower (by notice to the Administrative Agent on or prior to the specified effective date of termination) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Initial Term Commitments shall terminate at 11:59 p.m., New York City time, on the Effective Date and (ii) the Initial Revolving all Commitments shall terminate on the Initial Revolving Maturity Commitment Termination Date. (b) Finance (in the case The Company, on behalf of the Term Loans) and the Co-Borrowers (in the case of the Revolving Loans) Borrowers, may at any time terminate, without premium or penalty (other than, with respect to Eurocurrency Borrowings, payments that may become due under Section 2.16), the Commitments upon (i) the payment in full of all outstanding Loans, together with accrued and unpaid interest thereon, (ii) the payment in full of the accrued and unpaid fees and (iii) the payment in full of all reimbursable expenses and other Obligations together with accrued and unpaid interest thereon. The Company, on behalf of the Borrowers, may from time to time reduce, without premium or penalty (other than, with respect to Eurocurrency Borrowings, payments that may become due under Section 2.16), the Commitments of any Class; Commitments, provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 10,000,000 and not less than $1,000,000 unless such amount represents all of the remaining Commitments of such Class 25,000,000 and (ii) the Co-Borrowers Company shall not terminate or reduce the Revolving Commitments of any Class if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans of any Class in accordance with Section 2.11, the aggregate Revolving Credit Exposures attributable to the Revolving Commitments of such Class would exceed the aggregate Revolving Total Commitment. Any termination or reduction of the Commitments shall be permanent. Each reduction of such Class. (c) Finance or the Co-Borrowers, as Commitments shall be made ratably among the case may be, Lenders in accordance with their respective Commitments. The Company shall notify the Administrative Agent of any election to terminate or reduce the Commitments under this paragraph (b) of this Section 2.08 at least one three Business Day 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 Finance or the Co-Borrowers, as the case may be, Company pursuant to this Section 2.08 paragraph shall be irrevocable; , provided that a notice of termination or reduction of the Revolving Commitments of any Class delivered by any Co-Borrower the Company may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some any other identifiable event or conditionevent, in which case such notice may be revoked by such Co-Borrower the Company (by notice to the Administrative Agent on or prior to the specified effective date of terminationdate) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) The Company shall have the 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) 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 Commitments of any Class; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 and not less than $1,000,000 unless such amount represents all of the remaining Commitments of such Class and (ii) the Co-Borrowers shall not terminate or reduce the Revolving Commitments of any Class if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans of any Class in accordance with Section 2.11, the aggregate Revolving Exposures attributable to the Revolving Commitments of such Class would exceed the aggregate Revolving Commitments of such Class. (c) Finance or the Co-Borrowers, as the case may be, shall notify the Administrative Agent of any election right to terminate or reduce the Commitments under paragraph at any time and from time to time, provided that (bi) of this Section 2.08 at least one the Company shall give three Business Day Days' prior to the effective date written notice of such termination or reduction, reduction to the Agent specifying such election the amount and the effective date thereof. Promptly following receipt , (ii) each partial reduction of any such notice, the Administrative Agent Commitments shall advise be in a minimum amount of $1,000,000 and in an integral multiple of $1,000,000 and shall reduce the Commitments of all of the Lenders proportionately in accordance with the respective Commitment amounts for each such Lender set forth in the signature pages hereof next to name of each such Lender, (iii) no such termination or reduction shall be permitted with respect to any portion of the contents thereofCommitments as to which a request for an Advance pursuant to Section 2.4 is then pending and (iv) the Commitments may not be terminated if any Advance is then outstanding with respect to such Commitments and may not be reduced below the principal amount of Advances with respect to such Commitments then outstanding. Each notice delivered by Finance The Commitments or the Co-Borrowers, as the case may be, any portion thereof terminated or reduced pursuant to this Section 2.08 2.2 may not be reinstated. (b) For purposes of this Agreement, a Letter of Credit Advance (i) shall be irrevocable; provided that a notice of termination deemed outstanding in an amount equal to the sum of the Revolving Commitments maximum amount available to be drawn under the related Letter of Credit on or after the date of determination and on or before the stated expiry date thereof plus the amount of any Class delivered draws under such Letter of Credit that have not been reimbursed as provided in Section 3.3 and (ii) shall be deemed outstanding at all times on and before such stated expiry date or such earlier date on which all amounts available to be drawn under such Letter of Credit have been fully drawn, and thereafter until all related reimbursement obligations have been paid pursuant to Section 3.3. As provided in Section 3.3, upon each payment made by the Agent in respect of any Co-Borrower may state that draft or other demand for payment under any Letter of Credit, the amount of any Letter of Credit Advance outstanding immediately prior to such notice is conditioned upon payment shall be automatically reduced by the effectiveness amount of other credit facilities or the receipt each Loan deemed advanced, if any, in respect 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 such Co-Borrower (by notice to the Administrative Agent on or prior to the specified effective date of termination) if such condition is not satisfied. Any termination or reduction related reimbursement obligation of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such ClassCompany.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Initial Term Tranche B Commitments shall terminate at 11:59 5:00 p.m., New York City time, on the Effective Closing Date and (ii) the Initial Revolving Commitments shall terminate on the Initial Revolving Maturity Date. (b) Finance (in the case of the Term Loans) and the Co-Borrowers (in the case of the Revolving Loans) The Borrower may at any time terminate, or from time to time reduce, the Commitments of any Class; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 and not less than $1,000,000 unless such amount represents all of the remaining Commitments of such Class 5,000,000 and (ii) the Co-Borrowers Borrower shall not terminate or reduce the Revolving Commitments of any Class ifif (unless it is otherwise backstopped pursuant to arrangements reasonably acceptable to the Issuing Bank and the Administrative Agent) , after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans and/or cash collateralization of any Class outstanding Letters of Credit in accordance with Section 2.11a manner reasonably satisfactory to the applicable Issuing Bank and the Administrative Agent and in a face amount equal to 103% of the outstanding amount of the applicable LC Exposure in respect thereof), the aggregate Revolving Exposures attributable to the Revolving Commitments of such Class would exceed the aggregate Revolving Commitments of such ClassCommitments. (c) Finance or the Co-Borrowers, as the case may be, The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section 2.08 at least one three (3) Business Day 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 Finance or the Co-Borrowers, as the case may be, Borrower pursuant to this Section 2.08 shall be irrevocable; provided that a notice of termination of the Revolving Commitments of any Class delivered by any Co-the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities facilities, or the receipt closing of a refinancing transaction, a sale of all or substantially all of the proceeds from assets of the issuance Borrower and its Subsidiaries or a Change of other Indebtedness or the occurrence of some other identifiable event or conditionControl, in which case such notice may be revoked by such Co-the Borrower (by notice to the Administrative Agent Agent) on or prior to the specified effective date of termination) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Initial Term Tranche B Commitments shall terminate at 11:59 5:00 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) Finance (in the case of the Term Loans) and the Co-Borrowers (in the case of the Revolving Loans) The Borrower may at any time terminate, or from time to time reduce, the Commitments of any Class; , provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 1,000,000 and not less than $1,000,000 unless such amount represents all of the remaining Commitments of such Class 5,000,000 and (ii) the Co-Borrowers Borrower shall not terminate or reduce the Revolving Commitments of any Class if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans of any Class in accordance with Section 2.11, the aggregate Revolving Exposures (excluding, in the case of any termination of the Revolving Commitments, the portion of the Revolving Exposures attributable to outstanding Letters of Credit if and to the extent that the Borrower has made arrangements satisfactory to the Administrative Agent and the Issuing Bank with respect to such Letters of Credit and the Issuing Bank has released the Revolving Commitments Lenders from their participation obligations with respect to such Letters of such Class Credit) would exceed the aggregate Revolving Commitments of such ClassCommitments. (c) Finance or the Co-Borrowers, as the case may be, The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section 2.08 at least one three Business Day 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 Finance or the Co-Borrowers, as the case may be, Borrower pursuant to this Section 2.08 shall be irrevocable; , provided that a notice of termination of the Revolving Commitments of any Class delivered by any Co-the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or conditionIndebtedness, in which case such notice may be revoked by such Co-the Borrower (by notice to the Administrative Agent on or prior to the specified effective date of terminationdate) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Initial Term Commitments shall terminate at 11:59 p.m., New York City time, on the Effective Date and (ii) the Initial Revolving Facility Commitments shall terminate on the Initial Revolving Maturity Date. The parties hereto acknowledge that the Term Loan Commitments will terminate at 5 p.m. New York City time on the Closing Date. (b) Finance (in the case of the Term Loans) and the Co-Borrowers (in the case of the Revolving Loans) The relevant Borrower may at any time terminate, or from time to time reduce, the Commitments of under any ClassFacility; provided that (i) each reduction of the Commitments of under any Class Facility shall be in an amount that is an integral multiple of $500,000 U.S.$1.0 million and not less than $1,000,000 unless such U.S.$2.0 million (or, if less, the remaining amount represents all of the remaining Commitments of such Class Revolving Facility Commitments) and (ii) the Co-Borrowers no Borrower shall not terminate or reduce the Revolving Facility Commitments of any Class if, after giving effect to any concurrent prepayment of the Revolving Facility Loans or Swingline Loans of any Class in accordance with Section 2.11, the aggregate Revolving Exposures attributable to the Revolving Commitments of such Class Facility Credit Exposure would exceed the aggregate total Revolving Commitments of such ClassFacility Commitments. (c) Finance or the Co-Borrowers, as the case may be, The relevant Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Facility Commitments under paragraph (b) of this Section 2.08 at least one three (3) Business Day Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the applicable Lenders of the contents thereof. Each notice delivered by Finance or the Co-Borrowers, as the case may be, a Borrower pursuant to this Section 2.08 shall be irrevocable; provided that a notice of termination of the Revolving Facility Commitments of any Class delivered by any Co-a Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or conditionfacilities, in which case such notice may be revoked by such Co-Borrower (by notice to the Administrative Agent on or prior to the specified effective date of terminationdate) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of under any Class Facility shall be made ratably among the Lenders in accordance with their respective Commitments of under such ClassFacility.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Initial Term Commitments shall terminate at 11:59 5:00 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) Finance (in the case of the Term Loans) and the Co-Borrowers (in the case of the Revolving Loans) The Borrower may at any time terminate, or from time to time reduce, the Commitments of any Class; , provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 and not less than $1,000,000 500,000 unless such amount represents all of the remaining Commitments of such Class and (ii) the Co-Borrowers Borrower shall not terminate or reduce the Revolving Commitments of any Class if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans of any Class in accordance with Section 2.11, the aggregate Revolving Exposures attributable to the Revolving Commitments of such Class would exceed the aggregate Revolving Commitments of such ClassCommitments. (c) Finance or the Co-Borrowers, as the case may be, The Administrative Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section 2.08 at least one (1) Business 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 Co-Borrowers, as the case may be, Administrative Borrower pursuant to this Section 2.08 shall be irrevocable; provided that a notice of termination of the Revolving Commitments of any Class delivered by any Co-the Administrative Borrower may state that such notice is conditioned upon the effectiveness of other any credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable and specified event or condition, in which case such notice may be revoked or extended by such Co-the Administrative Borrower (by notice to the Administrative Agent on or prior to the specified effective date of termination) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of (x) the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such ClassClass and (y) the Revolving Commitments shall be made to any Class of Revolving Commitment as directed by the Administrative Borrower (including to any Class of existing or extended Revolving Commitments).

Termination and Reduction of Commitments. (ai) Unless previously terminated, (i) the Initial Term Commitments shall terminate at 11:59 p.m., New York City time, on the Effective Date and (ii) the Initial Aggregate Revolving Commitments shall terminate on the Initial Revolving Maturity Date. (bii) Finance (in the case of the Term Loans) and the Co-The Borrowers (in the case of the Revolving Loans) 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 Commitments of any ClassAggregate Revolving Commitments; provided that (iA) each reduction of the Aggregate Revolving Commitments of any Class shall be in an amount a Dollar Equivalent that is an integral multiple of $500,000 1,000,000 and not less than $1,000,000 unless such amount represents all of the remaining Commitments of such Class 5,000,000 and (iiB) the 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 aggregate Aggregate Revolving Exposures attributable to the Revolving Commitments of such Class Exposure would exceed the aggregate lesser of the Aggregate Revolving Commitments of such ClassCommitment and the Revolving Borrowing Base. (civ) Finance or the Co-Borrowers, as the case may be, The Borrower Representative shall notify the Administrative Agent of any election to terminate or reduce the Aggregate Revolving Commitments under paragraph (ba)(ii) or (a)(iii) of this Section 2.08 at least one three (3) Business Day 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 Finance or the Co-Borrowers, as the case may be, Borrower Representative pursuant to this Section 2.08 shall be irrevocable; provided that a notice of termination of the Aggregate Revolving Commitments of any Class delivered by any Co-the Borrower Representative may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or conditiontransactions specified therein, in which case such notice may be revoked by such Co-the Borrower Representative (by notice to the Administrative Agent on or prior to the specified effective date of terminationdate) if such condition is not satisfied. Any termination or reduction of the Aggregate Revolving Commitments of any Class shall be permanent. Each reduction of the Aggregate Revolving Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Revolving Commitments. (v) The Initial FILO Term Loan Commitments terminated upon the making of such Classthe Initial FILO Term Loan on the First Amendment Funding Date. The 2023 FILO Term Loan Commitments shall terminate upon the making of the 2023 FILO Term Loan on the Second Amendment Effective Date.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Initial Term Commitments shall terminate at 11:59 p.m., New York City time, on the Effective Date and (ii) the Initial Revolving all Commitments shall terminate on the Initial Revolving Maturity Date. (ba) Finance (in the case of the Term Loans) and the Co-Borrowers (in the case of the Revolving Loans) The Borrower may at any time terminateterminate the Commitments upon (i) the payment in full of all outstanding Loans together with accrued and unpaid interest thereon and on any Letters of Credit, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or a back up standby letter of credit reasonably satisfactory to the Administrative Agent) equal to 103% of the LC Exposure as of such date), (iii) the furnishing to the Administrative Agent of a cash deposit (or a standby letter of credit reasonably satisfactory to the Administrative Agent) equal to 103% of the Floorplan Loan Exposure as of such date, (iv) the payment in full of the accrued and unpaid fees, and (v) the payment in full of all reimbursable expenses and other Obligations (including Floorplan Loan Payments) together with accrued and unpaid interest thereon. (b) The Borrower may from time to time reduce, reduce the Commitments of any ClassRevolving Commitments; provided that (i) each reduction of the Revolving Commitments of any Class shall be in an amount that is an integral multiple of $500,000 1,000,000 and not less than $1,000,000 unless such amount represents all of the remaining Commitments of such Class and (ii) the Co-Borrowers Borrower shall not terminate or reduce the Revolving Commitments of any Class if, if (A) after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans of any Class in accordance with Section 2.112.04(b), the sum of the Revolving Exposures (excluding Floorplan Loan Exposure) plus the Floorplan Collateral Block would exceed the lesser of the total Revolving Commitments and the Borrowing Base or (B) after giving effect to such reduction, the aggregate Revolving Exposures attributable to amount of the Lenders’ Revolving Commitments of such Class would exceed the aggregate Revolving Commitments of such Classis less than $250,000,000. (c) Finance or the Co-Borrowers, as the case may be, The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) or (c) of this Section 2.08 at least one three Business Day 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 Finance or the Co-Borrowers, as the case may be, Borrower pursuant to this Section 2.08 shall be irrevocable; provided that a notice of termination of the Revolving Commitments of any Class delivered by any Co-the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or conditionfacilities, in which case such notice may be revoked by such Co-the Borrower (by notice to the Administrative Agent on or prior to the specified effective date of terminationdate) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such ClassCommitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, the Commitments shall terminate on the earliest of (i) the Initial Term Commitments shall terminate at 11:59 date of a public announcement by FedEx Corporation of the abandonment of the Freight Separation, (ii) 5:00 p.m., New York City time, on August 31, 2026 if the Effective Closing Date has not occurred by such time and (iiiii) the Initial Revolving Commitments shall terminate on the Initial Revolving Maturity Date. (b) Finance (in the case of the Term Loans) and the Co-Borrowers (in the case of the Revolving Loans) The Borrower may at any time terminate, or from time to time reduce, the Commitments of any ClassCommitments; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 10,000,000 and not less than $1,000,000 unless such amount represents all of the remaining Commitments of such Class 20,000,000 and (ii) the Co-Borrowers Borrower shall not terminate or reduce the Revolving Commitments of any Class if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans of any Class in accordance with Section 2.112.08, the aggregate Revolving Credit Exposures attributable to of the Revolving Commitments of such Class Lenders would exceed the aggregate Revolving Commitments total Commitments; provided further that if, after giving effect to any reduction of the Commitments, the L/C Sublimit exceeds the amount of Commitments, the L/C Sublimit shall be automatically reduced by the amount of such Classexcess. Except as provided above, the amount of any such Commitment reduction shall not be applied to the L/C Sublimit unless otherwise specified by the Borrower. (c) Finance or the Co-Borrowers, as the case may be, The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section 2.08 at least one three (3) Business Day 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 Finance or the Co-Borrowers, as the case may be, Borrower pursuant to this Section 2.08 shall be irrevocable; provided that a notice of termination of the Revolving Commitments of any Class delivered by any Co-the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or conditionfacilities, in which case such notice may be revoked by such Co-the Borrower (by notice to the Administrative Agent on or prior to the specified effective date of terminationdate) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such ClassCommitments.

Termination and Reduction of Commitments. (a) Unless previously terminatedterminated or extended, (i) the 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) Finance (in the case of the Term Loans) and the Co-Borrowers (in the case of the Revolving Loans) The Borrower may at any time time, without premium or penalty, terminate, or from time to time reduce, the Commitments of any Class; , provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 1,000,000 and not less than $1,000,000 unless such amount represents all of the remaining Commitments of such Class 5,000,000 and (ii) the Co-Borrowers Borrower shall not terminate or reduce the any Class of Revolving Commitments of any Class ifto the extent that, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans of any such Class in accordance with Section 2.11, the aggregate Revolving Exposures attributable to Exposure (calculated using the Revolving Commitments Exchange Rate in effect as of the date of the proposed termination or reduction) of such Class (excluding the portion of the Revolving Exposure attributable to outstanding Letters of Credit if and to the extent that the Borrower has Cash Collateralized such Letters of Credit or made other arrangements satisfactory to the Issuing Bank with respect to such Letters of Credit) would exceed the aggregate Revolving Commitments of such Class. (c) Finance or the Co-Borrowers, as the case may be, The Borrower shall notify the Revolving Facility Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section 2.08 at least one Business 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 Revolving Facility Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by Finance or the Co-Borrowers, as the case may be, Borrower pursuant to this Section 2.08 shall be irrevocable; , provided that a notice of termination of the Revolving Commitments of any Class delivered by any Co-the Borrower 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 the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some any other identifiable event or conditionspecified event, in which case such notice may be revoked by such Co-the Borrower (by notice to the Revolving Facility Administrative Agent on or prior to the specified effective date of terminationdate) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such Class. (d) The Borrower, in 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, upon at least one Business Day’s notice to a Defaulting Lender (with a copy to the Revolving Facility Administrative Agent), to terminate in whole such Defaulting Lender’s Commitment; provided that, after giving effect to such termination, the aggregate Revolving Exposure of all Revolving Lenders does not exceed the aggregate Revolving Commitments. Such termination shall be effective with respect to such Defaulting Lender’s unused portion of its Commitment on the date set forth in such notice. No termination of the Commitment of a Defaulting Lender shall be deemed a waiver or release of any claim the Borrower, the Revolving Facility Administrative Agent, the Issuing Bank or any Lender may have against the Defaulting Lender.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Initial Term Commitments shall terminate at 11:59 5:00 p.m., New York City time, on the Effective Closing Date and (ii) the Initial Revolving Commitments shall terminate on the Initial Revolving Maturity Date. (b) Finance (in the case of the Term Loans) and the Co-Borrowers (in the case of the Revolving Loans) The Borrower may at any time terminate, or from time to time reduce, the Commitments of any Class; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 and not less than $1,000,000 unless such amount represents all of the remaining Commitments of such Class 5,000,000 and (ii) the Co-Borrowers Borrower shall not terminate or reduce the Revolving Commitments of any Class ifif (unless it is otherwise backstopped pursuant to arrangements reasonably acceptable to the Issuing Bank and the Administrative Agent), after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans and/or cash collateralization of any Class outstanding Letters of Credit in accordance with Section 2.11a manner reasonably satisfactory to the applicable Issuing Bank and the Administrative Agent and in a face amount equal to 103% of the outstanding amount of the applicable LC Exposure in respect thereof, the aggregate Revolving Exposures attributable to the Revolving Commitments of such any Class would exceed the aggregate Revolving Commitments of such Class. (c) Finance or the Co-Borrowers, as the case may be, The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section 2.08 at least one three (3) Business Day 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 Finance or the Co-Borrowers, as the case may be, Borrower pursuant to this Section 2.08 shall be irrevocable; provided that a notice of termination of the Revolving Commitments of any Class delivered by any Co-the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities facilities, or the receipt closing of a refinancing transaction, a sale of all or substantially all of the proceeds from assets of the issuance Borrower and its Subsidiaries or a Change of other Indebtedness or the occurrence of some other identifiable event or conditionControl, in which case such notice may be revoked by such Co-the Borrower (by notice to the Administrative Agent Agent) on or prior to the specified effective date of termination) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminatedThe Revolving Credit Commitments and the Swing Line Commitment shall automatically terminate on the Maturity Date. Notwithstanding the foregoing, (i) all the Initial Term Commitments shall automatically terminate at 11:59 5:00 p.m., New York City time, on October 30, 2013 if the Effective Date and (ii) the Initial Revolving Commitments closing of this Agreement shall terminate on the Initial Revolving Maturity Datenot have occurred by such time. (b) Finance 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 case of the Term Loans) and the Co-Borrowers (in the case of the Revolving Loans) Borrower may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Revolving Credit Commitments of any Classor the Swing Line Commitment; provided provided, however, that (i) each partial reduction of the Revolving Credit Commitments of any Class shall be in an amount that is an integral multiple of $500,000 1,000,000 and not less than in a minimum amount of $1,000,000 unless such amount represents all of the remaining Commitments of such Class and 1,000,000, (ii) each partial reduction of the Co-Borrowers Swing Line Commitment shall be in an integral multiple of $250,000 and in a minimum amount of $1,000,000 and (iii) the Total Revolving Credit Commitment shall not terminate or reduce be reduced to an amount that is less than the Aggregate Revolving Commitments of any Class if, after giving effect to any concurrent prepayment of Credit Exposure at the Revolving Loans or Swingline Loans of any Class in accordance with Section 2.11, the aggregate Revolving Exposures attributable to the Revolving Commitments of such Class would exceed the aggregate Revolving Commitments of such Class. (c) Finance or the Co-Borrowers, as the case may be, shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section 2.08 at least one Business 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 Co-Borrowers, as the case may be, pursuant to this Section 2.08 shall be irrevocabletime; provided further, that a notice of permanent termination of the Revolving Commitments of any Class delivered by any Co-Borrower may state that such notice is conditioned conditional upon the effectiveness of other credit facilities or the 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 such Co-the Borrower (by notice to the Administrative Agent on or prior to the specified effective date of terminationpermanent reduction) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. . (c) Each reduction of in the Revolving Credit Commitments of any Class hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments. The Borrower shall pay to the Administrative Agent for the account of the applicable Lenders, on the date of each termination or reduction, the Commitment Fees on the amount of the Commitments so terminated or reduced accrued to but excluding the date of such Classtermination or reduction.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Initial Closing Date Term Commitments Loan Commitment shall terminate at 11:59 p.m., New York City time, on the Effective Date immediately after the funding of the Closing Date Term Loans on the Effective Date and (ii) the Initial Revolving Commitments shall terminate on the Initial Revolving Maturity Date. (b) Finance (in the case of the Term Loans) and the Co-Borrowers (in the case of the Revolving Loans) The Borrower may at any time terminate, or from time to time reduce, the Commitments of any ClassRevolving Commitments; provided that (i) each reduction of the Revolving Commitments of any Class shall be in an amount that is (x) an integral multiple of $500,000 250,000 and not less than $1,000,000 unless 500,000 or (y) such lesser amount represents all of constituting the remaining undrawn Revolving Commitments of such Class and (ii) the Co-Borrowers Borrower shall not terminate or reduce the Revolving Commitments of any Class if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans of any Class in accordance with Section 2.11, the aggregate sum of the total Revolving Credit Exposures attributable to the of all Revolving Commitments of such Class Lenders would exceed the aggregate total Revolving Commitments of such ClassCommitments. (c) Finance or the Co-Borrowers, as the case may be, The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under paragraph (b) of this Section 2.08 2.09 at least one three (3) Business Day 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 Finance or the Co-Borrowers, as the case may be, Borrower pursuant to this Section 2.08 2.09 shall be irrevocable; provided that a notice of termination of the Revolving Commitments of any Class delivered by any Co-the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or conditiontransactions, in which case such notice may be revoked or extended by such Co-the Borrower (by notice to the Administrative Agent on or prior to the specified effective date of terminationdate) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Revolving Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such ClassCommitments.

Termination and Reduction of Commitments. (ai) Unless previously terminated, (i) the Initial Term Commitments shall terminate at 11:59 p.m., New York City time, on the Effective Date and (ii) the Initial Aggregate Revolving Commitments shall terminate on the Initial Revolving Maturity Date; provided, for the avoidance of doubt, (x) on March 1, 2023, the First Amendment Temporary Increase Commitments shall be automatically and permanently reduced and terminated to the extent set forth and as reflected in sub-section (b) of the Commitment Schedule and (y) on the First Amendment Increase Termination Date the First Amendment Temporary Increase Commitments shall be automatically and permanently reduced and terminated in full, as reflected in sub-section (c) of the Commitment Schedule. (bii) Finance (in the case of the Term Loans) and the Co-The Borrowers (in the case of the Revolving Loans) 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 Commitments of any ClassAggregate Revolving Commitments; provided that (iA) each reduction of the Aggregate Revolving Commitments of any Class shall be in an amount a Dollar Equivalent that is an integral multiple of $500,000 1,000,000 and not less than $1,000,000 unless such amount represents all of the remaining Commitments of such Class 5,000,000 and (iiB) the 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 aggregate Aggregate Revolving Exposures attributable to the Revolving Commitments of such Class Exposure would exceed the aggregate lesser of the Aggregate Revolving Commitments of such ClassCommitment and the Revolving Borrowing Base. (civ) Finance or the Co-Borrowers, as the case may be, The Borrower Representative shall notify the Administrative Agent of any election to terminate or reduce the Aggregate Revolving Commitments under paragraph (ba)(ii) or (a)(iii) of this Section 2.08 at least one three (3) Business Day 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 Finance or the Co-Borrowers, as the case may be, Borrower Representative pursuant to this Section 2.08 shall be irrevocable; provided that a notice of termination of the Aggregate Revolving Commitments of any Class delivered by any Co-the Borrower Representative may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or conditiontransactions specified therein, in which case such notice may be revoked by such Co-the Borrower Representative (by notice to the Administrative Agent on or prior to the specified effective date of terminationdate) if such condition is not satisfied. Any termination or reduction of the Aggregate Revolving Commitments of any Class shall be permanent. Each reduction of the Aggregate Revolving Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Revolving Commitments; provided, with respect to the First Amendment Temporary Increase Commitments, any such termination or reduction shall be made ratably only among the Lenders with First Amendment Temporary Increase Commitments, in accordance with their respective First Amendment Temporary Increase Commitments of at such Classtime.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Initial Term A-1 Loan Commitments shall terminate at 11:59 p.m., New York City time, on the Effective Date and upon the funding of the Term A-1 Loans, (ii) the Initial Term A-2 Loan Commitments shall terminate on the Effective Date upon the funding of the Term A-2 Loans and (iii) the Revolving Commitments shall terminate on the Initial Revolving Credit Maturity DateDate (subject to Section 2.23). (b) Finance (in the case of the Term Loans) and the Co-Borrowers (in the case of the Revolving Loans) The Lead Borrower may at any time terminate, or from time to time reduce, the Commitments of any ClassRevolving Commitments; provided that (i) each reduction of the Revolving Commitments of any Class shall be in an amount that is an integral multiple of $500,000 and not less than $1,000,000 unless such amount represents all of the remaining Commitments of such Class and (ii) the Co-Borrowers Lead Borrower shall not terminate or reduce the Revolving Commitments of any Class if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans of any Class in accordance with Section 2.11, the aggregate Dollar Amount of the Total Revolving Exposures attributable to the Revolving Commitments of such Class Credit Exposure would exceed the aggregate Revolving Commitments of such ClassCommitments. (c) Finance or the Co-Borrowers, as the case may be, The Lead Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section 2.08 at least one three (3) Business Day 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 Finance or the Co-Borrowers, as the case may be, Lead Borrower pursuant to this Section 2.08 shall be irrevocable; provided that a notice of termination of the Revolving Commitments of any Class delivered by any Co-the Lead Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or conditiontransactions specified therein, in which case such notice may be revoked by such Co-the Lead Borrower (by notice to the Administrative Agent on or prior to the specified effective date of terminationdate) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such ClassCommitments.

Termination and Reduction of Commitments. (a) Unless previously terminatedterminated or extended pursuant to the terms and conditions hereof, (i) the Initial Term Commitments shall terminate at 11:59 p.m., New York City time, on the Effective Date and (ii) the Initial Revolving all Commitments shall terminate on the Initial Revolving Maturity Date. (b) Finance (in the case of the Term Loans) and the Co-Borrowers (in the case of the Revolving Loans) The Borrower may at any time terminatetime, without (subject to Section 2.16) premium or penalty, terminate the Commitments upon (i) the payment in full of all outstanding Loans (including any Swingline Loans), together with accrued and unpaid interest thereon and on any Letters of Credit, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (together with a security interest therein) (or at the discretion of the Administrative Agent a backup standby letter of credit satisfactory to the Administrative Agent and the applicable Issuing Bank) in an amount equal to 105% of the LC Exposure as of such date), (iii) the payment in full of the accrued and unpaid fees, and (iv) the payment in full of all reimbursable expenses and other Obligations together with accrued and unpaid interest thereon (other than Unliquidated Obligations). (c) The Borrower may from time to time reducetime, without (subject to Section 2.16) premium or penalty, reduce the Commitments of any ClassCommitments; provided provided, that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 1.0 million and not less than $1,000,000 unless such 5.0 million (or if less, the aggregate amount represents all of the remaining Commitments of such Class outstanding Commitments), and (ii) the Co-Borrowers Borrower shall not terminate or reduce the Revolving Commitments of any Class if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans of any Class in accordance with Section 2.11, the aggregate Revolving Exposures attributable to the Revolving Commitments of such Class Aggregate Credit Exposure would exceed the aggregate Revolving Commitments of such Classall Lenders. (cd) Finance or the Co-Borrowers, as the case may be, The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph clause (b) or (c) of this Section 2.08 2.09 at least one three (3) Business Day 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 Finance or the Co-Borrowers, as the case may be, Borrower pursuant to this Section 2.08 2.09 shall be irrevocable; provided provided, that a notice of termination of the Revolving Commitments of any Class delivered by any Co-the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or conditionevents, in which case such notice may be revoked by such Co-the Borrower (by notice to the Administrative Agent on or prior to the specified effective date of terminationdate) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such ClassCommitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Initial Term Commitments shall terminate at 11:59 5:00 p.m., New York City time, on the Effective Closing Date and (ii) the Initial Revolving Commitments shall terminate on the Initial Revolving Maturity Date. (b) Finance (in the case of the Term Loans) and the Co-Borrowers (in the case of the Revolving Loans) The Borrower may at any time terminate, or from time to time reduce, the Commitments of any Class; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 250,000 and not less than $1,000,000 250,000, unless such amount represents all of the remaining Commitments of such Class and Class, (ii) the Co-Borrowers Borrower shall not terminate or reduce the Revolving Commitments of any Class if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans of any Class in accordance with Section 2.11, the aggregate Revolving Exposures attributable to the Revolving Commitments of such Class Exposure would exceed the aggregate Revolving Commitments of all Lenders and (iii) if, after giving effect to any reduction of the Revolving Commitments, the Letter of Credit Sublimit exceeds the aggregate amount of Revolving Commitments of all Lenders, the Letter of Credit Sublimit shall be automatically reduced by the amount of such Classexcess. (c) Finance or the Co-Borrowers, as the case may be, The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section 2.08 at least one three (3) Business Day 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 Finance or the Co-Borrowers, as the case may be, Borrower pursuant to this Section 2.08 shall be irrevocable; provided that a notice of termination or reduction of the Revolving Commitments under paragraph (b) of any Class delivered by any Co-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 the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or conditionIndebtedness, in which case such notice may be revoked by such Co-the Borrower (by notice to the Administrative Agent on or prior to the specified effective date of terminationdate) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, the Revolving Facility Commitments (iincluding, for the avoidance of doubt, with respect to any Swingline Lender, its Swingline Commitments) the 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 Facility Maturity Date. (b) Finance (in the case of the Term Loans) and the Co-Borrowers (in the case of the Revolving Loans) The Borrower may at any time terminate, or from time to time reduce, the Commitments of any Classunder the Revolving Facility; provided that (i) each reduction of the Commitments of any Class under the Revolving Facility shall be in an amount that is an integral multiple of $500,000 1.0 million and not less than $1,000,000 unless such 5.0 million (or, if less, the remaining amount represents all of the remaining Commitments of such Class Revolving Facility Commitments) and (ii) the Co-Borrowers Borrower shall not terminate or reduce the Revolving Facility Commitments of any Class if, after giving effect to any concurrent prepayment of the Revolving Facility Loans or Swingline Loans of any Class in accordance with Section 2.11, the aggregate Revolving Exposures attributable to the Revolving Commitments of such Class Facility Credit Exposure would exceed the aggregate total Revolving Commitments of such ClassFacility Commitments. (c) Finance or the Co-Borrowers, as the case may be, The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Facility Commitments under paragraph (b) of this Section 2.08 at least one three Business Day Table of Contents Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by Finance or the Co-Borrowers, as the case may be, Borrower pursuant to this Section 2.08 shall be irrevocable; provided that a notice of termination of the Revolving Facility Commitments of any Class delivered by any Co-the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or conditionfacilities, in which case such notice may be revoked by such Co-the Borrower (by notice to the Administrative Agent on or prior to the specified effective date of terminationdate) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class under the Revolving Facility shall be made ratably among the Lenders in accordance with their respective Commitments of such Classunder the Revolving Facility.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Initial Term Tranche B Commitments shall terminate at 11:59 5:00 p.m., New York City time, on the Effective Closing Date and (ii) the Initial Revolving Commitments shall terminate on the Initial Revolving Maturity Date. (b) Finance (in the case of the Term Loans) and the Co-Borrowers (in the case of the Revolving Loans) The Borrower may at any time terminate, or from time to time reduce, the Commitments of any Class; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 and not less than $1,000,000 unless such amount represents all of the remaining Commitments of such Class 5,000,000 and (ii) the Co-Borrowers Borrower shall not terminate or reduce the Revolving Commitments of any Class if, after giving effect to any concurrent prepayment of the Revolving Loans or and Swingline Loans and/or cash collateralization of any Class outstanding Letters of Credit in accordance with Section 2.11a manner reasonably satisfactory to the applicable Issuing Bank and the Administrative Agent and in a face amount equal to 105% of the outstanding amount of the applicable LC Exposure in respect thereof), the aggregate Revolving Exposures attributable to the Revolving Commitments of such Class would exceed the aggregate Revolving Commitments of such ClassCommitments. (c) Finance or the Co-Borrowers, as the case may be, The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section 2.08 at least one three (3) Business Day 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 Finance or the Co-Borrowers, as the case may be, Borrower pursuant to this Section 2.08 shall be irrevocable; provided that a notice of termination of the Revolving Commitments of any Class delivered by any Co-the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities facilities, or the receipt closing of a refinancing transaction, a sale of all or substantially all of the proceeds from assets of the issuance Borrower and its Subsidiaries or a Change of other Indebtedness or the occurrence of some other identifiable event or conditionControl, in which case such notice may be revoked by such Co-the Borrower (by notice to the Administrative Agent Agent) on or prior to the specified effective date of termination) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Initial The Term Loan Commitments shall terminate be automatically terminated at 11:59 5:00 p.m., New York City time, on the Effective 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 (ii) the Initial Revolving Commitments shall terminate on the Initial Revolving LC Maturity Date, respectively. (b) Finance (in Upon at least three Business Days' prior irrevocable written or telecopy notice to the case of Administrative Agent, the Term Loans) and the Co-Borrowers (in the case of the Revolving Loans) Borrower may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Commitments of any ClassCommitments; provided provided, however, that (i) each partial reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 1,000,000 and not less than in a minimum principal amount of $1,000,000 unless such amount represents all of the remaining Commitments of such Class 5,000,000 and (ii) the Co-Borrowers Borrower shall not be permitted to terminate or reduce the Revolving Credit Commitments of any Class if, after giving effect to any concurrent prepayment of as the Revolving Loans or Swingline Loans of any Class in accordance with Section 2.11, the aggregate Revolving Exposures attributable to the Revolving Commitments result of such Class termination or reduction, (A) the LC Commitment would exceed the aggregate remaining Revolving Credit Commitments of such Classor (B) the Revolving Credit Utilization would exceed the aggregate remaining Revolving Credit Commitments. The LC Commitment may be voluntarily terminated or reduced by the Borrower, as provided in Section 3.06. (c) Finance 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 Co-Borrowers, as Commitments hereunder shall be made ratably among the case may be, 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 Commitment Fees on the amount of the Commitments under paragraph (b) of this Section 2.08 at least one Business Day prior to so terminated or reduced accrued to, but excluding, 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 Co-Borrowers, as the case may be, pursuant to . (e) Nothing in this Section 2.08 2.09 shall be irrevocable; provided prejudice any rights that a notice the Borrower may have against any Lender that fails to lend as required hereunder prior to the date of termination of the Revolving Commitments of any Class delivered by any Co-Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or condition, in which case such notice may be revoked by such Co-Borrower (by notice to the Administrative Agent on or prior to the specified effective date of termination) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such ClassCommitment.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Initial Term Loan Commitments shall terminate at 11:59 5:00 p.m., New York City time, on the Effective Date and (ii) all the Initial Revolving Commitments shall terminate on the Initial Revolving Credit Maturity Date. (b) Finance (in the case of the Term Loans) and the Co-Borrowers (in the case of the Revolving Loans) 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 Commitments of any ClassRevolving Commitments; provided that (i) each reduction of the Revolving Commitments of any Class shall be in an amount that is an integral multiple of $500,000 250,000 and not less than $1,000,000 unless such amount represents all of the remaining Commitments of such Class 250,000 and (ii) the Co-Borrowers Borrower shall not terminate or reduce the Revolving Commitments of any Class if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans of any Class in accordance with Section 2.11, the aggregate Aggregate Revolving Exposures attributable to the Revolving Commitments of such Class Exposure would exceed the aggregate Revolving Commitments of such ClassCommitments. (cd) Finance or the Co-Borrowers, as the case may be, The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under paragraph (b) or (c) of this Section 2.08 at least one three (3) Business Day 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 Finance or the Co-Borrowers, as the case may be, Borrower pursuant to this Section 2.08 shall be irrevocable; provided that a notice of termination of the Revolving Commitments of any Class delivered by any Co-the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or conditionfacilities, in which case such notice may be revoked by such Co-the Borrower (by notice to the Administrative Agent on or prior to the specified effective date of terminationdate) if such condition is not satisfied. Any termination or reduction of the Revolving Commitments of any Class shall be permanent. Each reduction of the Revolving Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such ClassRevolving Commitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Initial Term Tranche A Commitments shall terminate at 11:59 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 (iiiii) the Initial Revolving Commitments shall terminate on the Initial Revolving Maturity Date. (b) Finance (in the case of the Term Loans) and the Co-Borrowers (in the case of the Revolving Loans) The Borrower may at any time time, without premium or penalty, terminate, or from time to time reduce, the Commitments of any Class; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 1,000,000 and not less than $1,000,000 unless such amount represents all of the remaining Commitments of such Class 5,000,000 and (ii) the Co-Borrowers Borrower shall not terminate or reduce the Revolving Commitments of any Class if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans of any Class in accordance with Section 2.11, the aggregate sum of the Revolving Exposures attributable to the Revolving Commitments of such Class would exceed the aggregate total Revolving Commitments of such ClassCommitments. (c) Finance or the Co-Borrowers, as the case may be, The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section 2.08 at least one three Business Day 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 Finance or the Co-Borrowers, as the case may be, Borrower pursuant to this Section 2.08 shall be irrevocable; provided that a notice of termination of the Revolving Commitments of any Class delivered by any Co-the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or conditionfacilities, in which case such notice may be revoked by such Co-the Borrower (by notice to the Administrative Agent on or prior to the specified effective date of terminationdate) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Initial Tranche B Term Loan Commitments shall terminate at 11:59 4:00 p.m., New York City Chicago time, on the Effective Date and (ii) the Initial Revolving all other Commitments shall terminate on the Initial Revolving Credit Maturity Date. (b) Finance (in the case of the Term Loans) and the Co-Borrowers (in the case of the Revolving Loans) The Borrower may at any time terminateterminate the Revolving Commitments upon (i) the payment in full of all outstanding Revolving Loans, together with accrued and unpaid interest thereon and on any Letters of Credit and (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or at the discretion of the Administrative Agent a back up standby letter of credit satisfactory to the Administrative Agent) equal to the LC Exposure as of such date). (c) The Borrower may from time to time reduce, reduce the Commitments of any ClassRevolving Commitments; provided that (i) each reduction of the Revolving Commitments of any Class shall be in an amount that is an integral multiple of $500,000 1,000,000 and not less than $1,000,000 unless such amount represents all of the remaining Commitments of such Class and (ii) the Co-Borrowers shall not terminate or reduce the Revolving Commitments of any Class if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans of any Class in accordance with Section 2.11, the aggregate Revolving Exposures attributable to the Revolving Commitments of such Class would exceed the aggregate Revolving Commitments of such Class5,000,000. (cd) Finance or the Co-Borrowers, as the case may be, The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) or (c) of this Section 2.08 at least one three Business Day 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 Finance or the Co-Borrowers, as the case may be, Borrower pursuant to this Section 2.08 shall be irrevocable; provided that a notice of termination of the Revolving Commitments of any Class delivered by any Co-the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or conditionfacilities, in which case such notice may be revoked by such Co-the Borrower (by notice to the Administrative Agent on or prior to the specified effective date of terminationdate) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such ClassCommitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Initial Term Construction Commitments shall terminate at 11:59 5:00 p.m., New York City time, on the Effective Date and Construction Maturity Date, (ii) the Initial Term Commitments shall terminate at 5:00 p.m., New York City time, on the earlier to occur of (A) the Term Conversion Date Certain and (B) the Term Conversion Date (after giving effect to any Term Loans required to be made on such date) and (iii) the Revolving Commitments shall terminate at 5:00 p.m., New York City time, on the Initial Revolving Maturity Date. (b) Finance (in the case of the Term Loans) and the Co-Borrowers (in the case of the Revolving Loans) The Borrower may at any time terminate, or from time to time reduce, the Commitments of under any ClassFacility; provided that (i) each reduction of the Commitments of under any Class Facility shall be in an amount that is an integral multiple of $500,000 and not less than $1,000,000 unless such 100,000 (or, if less, the remaining amount represents all of the remaining Commitments of such Class applicable Commitments) and (ii) (A) the Co-Borrowers Borrower shall not voluntarily terminate or reduce the Revolving Commitments of any Class if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans of any Class in accordance with Section 2.11, the aggregate Revolving Exposures attributable to the Revolving Commitments of such Class Facility Exposure would exceed the total Revolving Commitments, (B) the Borrower shall not voluntarily terminate or reduce the Construction Commitments if the remaining Available Unused Commitments in respect of the Construction Commitments, together with funds on deposit in the Construction Account and the Local Accounts, could not reasonably be expected to be sufficient to fund all remaining Project Costs through the Term Conversion Date, as set forth in a certificate of a Responsible Officer of the Borrower and confirmed by the Independent Engineer and (C) the Borrower shall not voluntarily terminate or reduce the Term Commitments unless, after giving effect to any such termination or reduction, the aggregate Revolving outstanding principal amount of the Construction Loans and any remaining Available Unused Commitments in respect of the Construction Commitments shall not exceed the Term Commitments remaining after giving effect to such Classtermination or reduction; provided that, notwithstanding anything in this Agreement to the contrary, prior to the Term Conversion Date, the Borrower may reduce or terminate the Construction Commitments from time to time in its sole discretion if Borrower certifies in writing to the Administrative Agent that the Borrower has sufficient funds (taking into account amounts on deposit in the Construction Account and the Local Accounts, and remaining availability under the Construction Facility) to achieve Term Conversion notwithstanding such reduction or termination. (c) Finance The Borrower shall reduce or terminate the Co-Borrowers, as Construction Commitments (and related Term Commitments) in connection with any mandatory prepayment pursuant to Section 2.11(b)(iv) in an amount equal to the case may be, applicable Bolt Disposition Excess Amount (if any). (d) The Borrower shall notify the Administrative Agent in writing of any election to terminate or reduce the Commitments under paragraph (b) of this Section 2.08 above at least one three Business Day Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the applicable Lenders of the contents thereof. Each notice delivered by Finance or the Co-Borrowers, as the case may be, Borrower pursuant to this Section 2.08 clause (c) shall be irrevocable; provided that a notice of termination of the Revolving Commitments of any Class delivered by any Co-the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or conditionfacilities, in which case such notice may be revoked by such Co-the Borrower (by notice to the Administrative Agent on or prior to the specified effective date of terminationdate) if such condition is not satisfied. . (e) Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of under any Class Facility shall be made ratably among the Lenders in accordance with their respective Commitments of under such ClassFacility.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Initial Term B‑1 Commitments shall terminate at 11:59 5:00 p.m., New York City time, on the RestatementAmendment No. 1 Effective Date and (ii) the Initial Revolving Commitments shall automatically terminate on the Initial Revolving Maturity Commitment Termination Date. (b) Finance (in the case of the Term Loans) and the Co-Borrowers (in the case of the Revolving Loans) The Borrower may at any time terminate, or from time to time reduce, the Commitments of any Class; , provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 and not less than $1,000,000 unless such amount represents all of the remaining Commitments of such Class and (ii) the Co-Borrowers Borrower shall not terminate or reduce the Revolving Commitments of any Class if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans of any Class in accordance with Section 2.11, the aggregate Revolving Exposures attributable to the Revolving Commitments of such Class would exceed the aggregate Total Revolving Commitments of such ClassCommitments. (c) Finance or the Co-Borrowers, as the case may be, The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section 2.08 at least one three Business Day 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 Finance or the Co-Borrowers, as the case may be, Borrower pursuant to this Section 2.08 shall be irrevocable; provided that a notice of termination of the Revolving Commitments of any Class delivered by any Co-the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or condition, in which case such notice may be revoked by such Co-the Borrower (by notice to the Administrative Agent on or prior to the specified effective date of termination) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Initial Term Commitments shall automatically terminate at 11:59 p.m., New York City time, upon the making of the Term Loans on the Effective Closing Date and (ii) the Initial Revolving Credit Commitments shall terminate on the Initial Revolving Credit Maturity Date. (b) Finance (in Upon delivering the case of notice required by Section 2.08(d), the Term Loans) and the Co-Borrowers (in the case of the Revolving Loans) Borrower Representative may at any time terminateterminate the Revolving Credit Commitments upon (i) the payment by the Borrowers in full in Cash of all outstanding Revolving Loans and Swingline Loans, together with accrued and unpaid interest thereon, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a Cash deposit (or if reasonably satisfactory to the Administrative Agent and the applicable Issuing Bank, a backup standby letter of credit) equal to 103% of the LC Exposure as of such date) and (iii) the payment in full of all accrued and unpaid fees and all reimbursable expenses and other non-contingent Obligations with respect to the Revolving Facility then due, together with accrued and unpaid interest (if any) thereon. (c) Upon delivering the notice required by Section 2.08(d), the Borrower Representative may from time to time reduce, reduce the Commitments of any ClassRevolving Credit Commitments; provided that (i) each reduction of the Revolving Credit Commitments of any Class shall be in an amount that is an integral multiple of $500,000 1,000,000 and not less than $1,000,000 unless such amount represents all of the remaining Commitments of such Class and (ii) the Co-Borrowers Borrower Representative shall not terminate or reduce the Revolving Credit Commitments of any Class if, after giving effect to any concurrent prepayment of the Revolving Loans or repayment of Swingline Loans of any Class in accordance with Section 2.112.09 or Section 2.10, the aggregate Aggregate Revolving Exposures attributable to the Revolving Commitments of such Class Credit Exposure would exceed the aggregate Total Revolving Commitments of such ClassCredit Commitment. (cd) Finance or the Co-Borrowers, as the case may be, The Borrower Representative shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) or (c) of this Section 2.08 at least one three Business Day Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Revolving Lenders of the contents thereof. Each notice delivered by Finance or the Co-Borrowers, as the case may be, Borrower Representative pursuant to this Section 2.08 shall be irrevocable; provided that a notice of termination of the Revolving Credit Commitments of any Class delivered by any Co-the Borrower Representative may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or conditiontransactions, in which case such notice may be revoked by such Co-the Borrower Representative (by notice to the Administrative Agent on or prior to the specified effective date of terminationdate) if such condition is not satisfied. Any termination or reduction of the Revolving Credit Commitments of any Class pursuant to this Section 2.08 shall be permanent. Each Upon any reduction of the Commitments Revolving Credit Commitments, the Revolving Credit Commitment of any Class each Revolving Lender shall be made ratably among the Lenders in accordance with their respective Commitments reduced by such Revolving Lender’s Applicable Percentage of such Classreduction amount.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the 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) Finance (in the case of the Term Loans) and the Co-Borrowers (in the case of the Revolving Loans) FCX may at any time terminate, or from time to time reduce, the Commitments of any Class; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 1,000,000 and not less than $1,000,000 unless such amount represents all of the remaining Commitments of such Class and 5,000,000, (ii) the Co-Borrowers FCX shall not terminate or reduce the Revolving Commitments of any Class if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans and provision of any Class cash collateral, in each case in accordance with Section 2.112.10(b), the aggregate Revolving Exposures attributable (excluding the LC Exposure with respect to which cash collateral has been provided in accordance with Section 2.10(b)) would exceed the total Revolving Commitments, and (iii) FCX shall not terminate or reduce the Revolving Commitments unless it has obtained the prior approval required therefor under Section 6.11(b) of such Class would exceed the aggregate Revolving Commitments of such ClassParent Credit Agreement. (c) Finance or the Co-Borrowers, as the case may be, FCX shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section 2.08 Section, at least one three Business Day Days prior to the effective date of such termination or reduction, specifying such election or reduction and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by Finance or the Co-Borrowers, as the case may be, FCX pursuant to this Section 2.08 shall be irrevocable; provided that a notice of termination of the Revolving Commitments of any Class delivered by any Co-Borrower FCX may state that such notice is conditioned upon the effectiveness of other credit facilities financings or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or conditionasset dispositions, in which case such notice may be revoked by such Co-Borrower FCX (by notice to the Administrative Agent on or prior to the specified effective date of terminationdate) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with the amounts of their respective Commitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Initial Tranche B Term Commitments shall automatically terminate at 11:59 5:00 p.m., New York City time, on the Effective Closing Date and (ii) the Initial Revolving Commitments shall automatically terminate on the Initial Revolving Maturity Date. (b) Finance (in the case of the Term Loans) and the Co-Borrowers (in the case of the Revolving Loans) The Borrower may at any time terminate, or from time to time permanently reduce, the Commitments of any Class; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 and not less than $1,000,000 unless such amount represents all of the remaining Commitments of such Class and (ii) the Co-Borrowers Borrower shall not terminate or reduce the Revolving Commitments of any Class if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans of any Class in accordance with Section 2.11, the aggregate Aggregate Revolving Exposures attributable to the Revolving Commitments of such Class Exposure would exceed the aggregate Aggregate Revolving Commitments of such ClassCommitment. (c) Finance or the Co-Borrowers, as the case may be, The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section 2.08 at least one three Business Day 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 Finance or the Co-Borrowers, as the case may be, Borrower pursuant to this Section 2.08 shall be irrevocable; provided that a notice of termination or reduction of the Revolving Commitments under paragraph (b) of any Class delivered by any Co-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 the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or conditionIndebtedness, in which case such notice may be revoked by such Co-the Borrower (by notice to the Administrative Agent on or prior to the specified effective date of terminationdate) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the 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) Finance (in the case of the Term Loans) and the Co-Borrowers (in the case of the Revolving Loans) The Borrower may at any time terminate, or from time to time reducereduce pro rata, the Commitments of any Classas specified in the notice set forth in (c) below; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 1,000,000 and not less than $1,000,000 unless such amount represents all of the remaining Commitments of such Class 10,000,000 and (ii) the Co-Borrowers Borrower shall not terminate or reduce the Revolving Commitments of any Class if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans of any Class in accordance with Section 2.11, (i) the aggregate Revolving Exposures attributable to sum of the Revolving Commitments of such Class Credit Exposures would exceed the aggregate Revolving Commitments total Commitments, (ii) the sum of such Classthe Revolver A Credit Exposures would exceed the Revolver A Commitments, or (iii) the sum of the Revolver B Credit Exposures would exceed the Revolver B Commitments. (c) Finance or the Co-Borrowers, as the case may be, The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section 2.08 at least one three Business Day Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereofthereof as well as whether such reduction applies to the Revolver A Commitments or the Revolver B Commitments. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by Finance or the Co-Borrowers, as the case may be, Borrower pursuant to this Section 2.08 shall be irrevocable; provided that a notice of termination of the Revolving Commitments of any Class delivered by any Co-the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or conditionfacilities, in which case such notice may be revoked by such Co-the Borrower (by notice to the Administrative Agent on or prior to the specified effective date of terminationdate) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanentpermanent and such Commitments shall not be reinstated. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such ClassCommitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Initial Term Tranche A Commitments shall terminate at 11:59 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 (iiiii) the Initial Revolving Commitments shall terminate on at the Initial start of the Revolving Maturity Date. (b) Finance (in the case of the Term Loans) and the Co-Borrowers (in the case of the Revolving Loans) The Borrower may at any time terminate, or from time to time reduce, the Commitments of any Class; , provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 and not less than $1,000,000 unless such amount represents all of the remaining Commitments of such Class and (ii) the Co-Borrowers Borrower shall not terminate or reduce the Revolving Commitments of any Class if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans of any Class in accordance with Section 2.11, the aggregate Revolving Exposures attributable to the Revolving Commitments of such Class would exceed the aggregate Revolving Commitments of such ClassCommitments. (c) Finance or the Co-Borrowers, as the case may be, The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (bSection 2.08(b) of this Section 2.08 at least one three Business Day 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 Finance or the Co-Borrowers, as the case may be, Borrower pursuant to this Section 2.08 shall be irrevocable; , provided that a notice of termination of the Revolving Commitments of any Class delivered by any Co-the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt consummation of the proceeds from the issuance of any other Indebtedness or the occurrence of some other identifiable event or conditionevent, in which case such notice may be revoked by such Co-the Borrower (by notice to the Administrative Agent on or prior to the specified effective date of terminationdate) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, The Initial Revolving Credit Commitments shall automatically terminate on the Maturity Date. The L/C Commitment shall automatically terminate on the earlier to occur of (i) the termination of the Initial Term Revolving Credit 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 date that is five Business Days prior to the Initial Revolving Maturity Date. (b) Finance (in Upon at least three Business Days’ prior written or fax notice to the case of Administrative Agent, the Term Loans) and the Co-Borrowers (in the case of the Revolving Loans) Borrower may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Commitments of any ClassRevolving Credit Commitments; provided provided, however, that (i) each partial reduction of each of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 1,000,000 and not less than in a minimum amount of $1,000,000 unless such amount represents all of the remaining Commitments of such Class 3,000,000 and (ii) the Co-Borrowers Total Revolving Credit Commitment shall not terminate or reduce be reduced to an amount that is less than the Aggregate Revolving Commitments of any Class ifCredit Exposure at the time; provided, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans of any Class in accordance with Section 2.11further, the aggregate Revolving Exposures attributable to the Revolving Commitments of such Class would exceed the aggregate Revolving Commitments of such Class. (c) Finance or the Co-Borrowers, as the case may be, shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section 2.08 at least one Business 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 Co-Borrowers, as the case may be, pursuant to this Section 2.08 shall be irrevocable; provided that a notice of termination of the Revolving Commitments of any Class delivered by any Co-Borrower may state that such notice is may be conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from or the issuance of other Indebtedness debt or the occurrence of some any other identifiable event or conditiontransaction, in which case case, such notice may be revoked by if such Co-Borrower (by notice to the other credit facilities do not become effective, such proceeds are not received, such debt is not issued or such other transaction is not consummated. The Administrative Agent on or prior shall promptly advise the Lenders of any notice given (and the contents thereof) pursuant to the specified effective date of terminationthis Section 2.09. (c) if such condition is not satisfied. Any termination or Each reduction of in the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments; provided that if at any time more than one Class of Revolving Credit Commitments are outstanding, any such reduction or termination shall be allocated ratably according to the Pro Rata Percentages of each Lender without regard to the Class of Revolving Credit Commitments held by such Lender (unless the Incremental Assumption Agreement or the Refinancing Amendment creating any additional Class of Revolving Credit Commitments provides that the Revolving Credit Commitments maturing at an earlier date than such additional Revolving Credit Commitments may be reduced or terminated on a greater than pro rata basis, in which case such Revolving Credit Commitments shall be reduced or terminated according to the terms thereof). The Borrower shall pay to the Administrative Agent for the account of the applicable Lenders, on the date of each termination or reduction, the Commitment Fees (if any) on the amount of the Commitments so terminated or reduced accrued to but excluding the date of such Classtermination or reduction.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Initial Term A Commitments shall terminate at 11:59 5:00 p.m., New York City time, on the Effective Date and (ii) all the Initial Revolving Commitments shall terminate on the Initial Revolving Credit Maturity Date. (b) Finance (in the case of the Term Loans) and the Co-Borrowers (in the case of the Revolving Loans) 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 Commitments of any ClassRevolving Commitments; provided that (i) each reduction of the Revolving Commitments of any Class shall be in an amount that is an integral multiple of $500,000 and not less than $1,000,000 unless such amount represents all of the remaining Commitments of such Class 500,000 and (ii) the Co-Borrowers Borrower shall not terminate or reduce the Revolving Commitments of any Class if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans of any Class in accordance with Section 2.11, the aggregate Aggregate Revolving Exposures attributable to the Revolving Commitments of such Class Exposure would exceed the aggregate Revolving Commitments of such ClassCommitments, provided that the Borrower may not reduce the Revolving Commitment below $5,000,000 without terminating the entire Revolving Commitment. (cd) Finance or the Co-Borrowers, as the case may be, The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under paragraph (b) or (c) of this Section 2.08 at least one three (3) Business Day 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 Finance or the Co-Borrowers, as the case may be, Borrower pursuant to this Section 2.08 shall be irrevocable; provided that a notice of termination of the Revolving Commitments of any Class delivered by any Co-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 the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or conditionfacilities), in which case such notice may be revoked by such Co-the Borrower (by notice to the Administrative Agent on or prior to the specified effective date of terminationdate) if such condition is not satisfied. Any termination or reduction of the Revolving Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such ClassRevolving Commitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Initial Term Commitments shall terminate at 11:59 5:00 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) Finance (in the case of the Term Loans) and the Co-Borrowers (in the case of the Revolving Loans) The Borrower may at any time terminate, or from time to time reduce, the Commitments of any Class; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 and not less than $1,000,000 unless such amount represents all of the remaining Commitments of such Class and (ii) the Co-Borrowers Borrower shall not terminate or reduce the Revolving Commitments of any Class if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans of any Class in accordance with Section 2.11, the aggregate Revolving Exposures attributable would exceed the aggregate Revolving Commitments; provided further, that (1) the Borrower may allocate any termination or reduction of Commitments among Classes of Commitments at its direction (including, for the avoidance of doubt, to the Commitments with respect to any Class of Extended Revolving Commitments without any termination or reduction of the Commitments with respect to any existing Revolving Commitments of the same specified original Revolving Commitment Class) and (2) in connection with the establishment on any date of any Extended Revolving Commitments pursuant to Section 2.21, the original Revolving Commitments of any one or more Lenders providing any such Extended Revolving Commitments on such date shall be reduced in an amount equal to the amount of specified original Revolving Commitments so extended on such date (or, if agreed by the Borrower and the Lenders providing such Extended Revolving Commitments, by any greater amount so long as the Borrower prepays the original Revolving Loans of such Class owed to such Lenders providing such Extended Revolving Commitments to the extent necessary to ensure that after giving effect to such repayment or reduction, the original Revolving Loans of such Class are held by the Lenders of such Class on a pro rata basis in accordance with their original Revolving Commitments of such Class would exceed the aggregate Revolving Commitments of after giving effect to such Classreduction). (c) Finance or the Co-Borrowers, as the case may be, The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section 2.08 at least one Business 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 Co-Borrowers, as the case may be, pursuant to this Section 2.08 shall be irrevocable; provided that a notice of termination of the Revolving Commitments of any Class delivered by any Co-Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or condition, in which case such notice may be revoked by such Co-Borrower (by notice to the Administrative Agent on or prior to the specified effective date of termination) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders within such Class in accordance with their respective Commitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) The Company shall have the Initial Term Commitments shall right to 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) Finance (in the case of the Term Loans) and the Co-Borrowers (in the case of or reduce the Revolving Loans) may Credit Commitments at any time terminate, or and from time to time reducetime, the Commitments of any Class; provided that (i) the Company shall give not less than three Business Days' notice of such termination or reduction to the Agent specifying the amount and effective date thereof, (ii) each partial reduction of the Commitments of any Class Revolving Credit Commitment shall be in an a minimum amount that is of $5,000,000 and in an integral multiple of $500,000 and not less than $1,000,000 unless such amount represents shall reduce the Revolving Credit Commitments of all of the remaining Lenders proportionately in accordance with the respective Revolving Credit Commitment amounts for each such Lender, (iii) no such termination or reduction shall be permitted with respect to any portion of the Revolving Credit Commitments as to which a request for a Revolving Credit Advance pursuant to Section 2.4 is then pending, and (iv) the Revolving Credit Commitments may not be terminated if any Revolving Credit Advances are then outstanding and may not be reduced below the principal amount of Revolving Credit Advances then outstanding. The Revolving Credit Commitments or any portion thereof terminated or reduced pursuant to this Section 2.2 may not be reinstated. (b) For purposes of this Agreement, a Letter of Credit Advance (i) shall be deemed outstanding in an amount equal to the sum of the maximum amount available to be drawn under the related Letter of Credit on or after the date of determination and on or before the stated expiry date thereof plus the amount of any draws under such Class Letter of Credit that have not been reimbursed as provided in Section 3.3 and (ii) shall be deemed outstanding at all times on and before such stated expiry date or such earlier date on which all amounts available to be drawn under such Letter of Credit have been fully drawn, and thereafter until all related reimbursement obligations have been paid pursuant to Section 3.3. As provided in Section 3.3, upon each payment made by the Co-Borrowers shall not terminate or reduce the Revolving Commitments Agent in respect of any Class ifdraft or other demand for payment under any Letter of Credit, after giving effect the amount of any Letter of Credit outstanding immediately prior to any concurrent prepayment such payment shall be automatically reduced by the amount of each Revolving Credit Loan deemed advanced in respect of the Revolving Loans or Swingline Loans of any Class in accordance with Section 2.11, the aggregate Revolving Exposures attributable to the Revolving Commitments of such Class would exceed the aggregate Revolving Commitments of such Class. (c) Finance or the Co-Borrowers, as the case may be, shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section 2.08 at least one Business 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 related reimbursement obligation of the contents thereof. Each notice delivered by Finance or the Co-Borrowers, as the case may be, pursuant to this Section 2.08 shall be irrevocable; provided that a notice of termination of the Revolving Commitments of any Class delivered by any Co-Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or condition, in which case such notice may be revoked by such Co-Borrower (by notice to the Administrative Agent on or prior to the specified effective date of termination) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such Classrelevant Borrower.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Initial Term Revolving Commitments shall automatically terminate on the Maturity Date. The Term Loan Commitments shall automatically terminate at 11:59 5:00 p.m., New York City Houston time, on the Effective Date and (ii) the Initial Revolving Commitments shall terminate on the Initial Revolving Maturity Date. (b) Finance (in the case of the Term Loans) and the Co-Borrowers (in the case of the Revolving Loans) The Borrower may at any time terminate, or from time to time reduce, the Commitments of any ClassRevolving Commitments; provided that (i) each reduction of the Revolving Commitments of any Class shall be in an amount that is an integral multiple of $500,000 1,000,000 and not less than $1,000,000 unless such amount represents all of the remaining Commitments of such Class 5,000,000 and (ii) the Co-Borrowers Borrower shall not terminate or reduce the Revolving Commitments of any Class if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans of any Class in accordance with Section 2.112.10, the aggregate Revolving Exposures attributable Credit Exposure would exceed the total Revolving Commitments; provided that for purposes of this paragraph, the LC Exposure shall be deemed to be zero if there exists either cash collateral equal to 105% of the LC Exposure or one or more back-up letters of credit for the benefit of each applicable Issuing Bank in form and substance and issued by issuer(s) satisfactory to each such Issuing Bank in its sole discretion. Upon the provision of such cash collateral or back-up letters of credit and the payment in full of all Obligations, then the Revolving Lenders shall be released from their obligations under Section 2.05(d), and all letter of credit fees accruing after the termination of the Revolving Commitments shall be for the account of such Class would exceed the aggregate Revolving Commitments of such Classapplicable Issuing Banks. (c) Finance or the Co-Borrowers, as the case may be, The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under paragraph (b) of this Section 2.08 at least one three Business Day Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Revolving Lenders of the contents thereof. Each notice delivered by Finance or the Co-Borrowers, as the case may be, Borrower pursuant to this Section 2.08 shall be irrevocable; provided that a notice of termination of the Revolving Commitments of any Class delivered by any Co-the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or conditionfacilities, in which case such notice may be revoked by such Co-the Borrower (by notice to the Administrative Agent on or prior to the specified effective date of terminationdate) if such condition is not satisfied. Any termination or reduction of the Revolving Commitments of any Class shall be permanent. Each reduction of the Revolving Commitments of any Class shall be made ratably among the Revolving Lenders in accordance with their respective Commitments of such ClassRevolving Commitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Initial Term Commitments shall terminate at 11:59 p.m., New York City time, on the Effective Date and (ii) the Initial Revolving Facility Commitments shall terminate on the Initial Revolving Facility Maturity Date. (b) Finance (in the case of the Term Loans) and the Co-Borrowers (in the case of the Revolving Loans) The Borrower may at any time terminate, or from time to time reduce, the Commitments of any ClassRevolving Facility Commitments; provided that (i) each reduction of the Revolving Facility Commitments of any Class shall be in an amount that is an integral multiple of U.S. $500,000 1,000,000 and not less than U.S. $1,000,000 unless such 5,000,000 (or, if less, the remaining amount represents all of the remaining Commitments of such Class Revolving Facility Commitments), and (ii) the Co-Borrowers Borrower shall not terminate or reduce the Revolving Facility Commitments of any Class if, after giving effect to any concurrent prepayment of the Revolving Facility Loans or Swingline Loans of any Class by the Borrower in accordance with Section 2.11, the aggregate Revolving Exposures attributable to the Revolving Commitments of such Class Facility Credit Exposure would exceed the aggregate total Revolving Commitments of such ClassFacility Commitments. (c) Finance or the Co-Borrowers, as the case may be, The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Facility Commitments under paragraph (b) of this Section 2.08 at least one three (3) Business Day 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 Finance or the Co-Borrowers, as the case may be, Borrower pursuant to this Section 2.08 shall be irrevocable; provided that a notice of termination of the Revolving Facility Commitments of any Class delivered by any Co-the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or conditionfacilities, in which case such notice may be revoked by such Co-the Borrower (by notice to the Administrative Agent on or prior to the specified effective date of terminationdate) if such condition is not satisfied. Any termination or reduction of the Revolving Facility Commitments of any Class shall be permanent; provided that a notice of termination of Revolving Facility Commitments may state that such notice is conditioned upon the effectiveness of another credit facility or facilities as 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. Each reduction of the Revolving Facility Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such ClassRevolving Facility Commitments.

Termination and Reduction of Commitments. (a) Unless previously terminatedterminated or extended pursuant to the terms and conditions hereof, (i) the Initial Term Commitments shall terminate at 11:59 p.m., New York City time, on the Effective Date and (ii) the Initial Revolving all Commitments shall terminate on the Initial Revolving Maturity Date. (b) Finance (in the case of the Term Loans) and the Co-Borrowers (in the case of the Revolving Loans) The Borrower may at any time terminatetime, without (subject to Section 2.16) premium or penalty, terminate the Commitments upon (i) the payment in full of all outstanding Loans (including any Swingline Loans), together with accrued and unpaid interest thereon and on any Letters of Credit, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or at the discretion of the Administrative Agent a backup standby letter of credit satisfactory to the Administrative Agent and the applicable Issuing Bank) in an amount equal to 105% of the LC Exposure as of such date), (iii) the payment in full of the accrued and unpaid fees, and (iv) the payment in full of all reimbursable expenses and other Obligations together with accrued and unpaid interest thereon. (c) The Borrower may from time to time reducetime, without (subject to Section 2.16) premium or penalty, reduce the Commitments of any ClassCommitments; provided provided, that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 1 million and not less than $1,000,000 unless such amount represents all of the remaining Commitments of such Class 5 million, and (ii) the Co-Borrowers Borrower shall not terminate or reduce the Revolving Commitments of any Class if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans of any Class in accordance with Section 2.11, the aggregate Revolving Exposures attributable to the Revolving Commitments of such Class Aggregate Credit Exposure would exceed the aggregate Revolving Commitments of such Classall Lenders. (cd) Finance or the Co-Borrowers, as the case may be, The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph clause (b) or (c) of this Section 2.08 2.09 at least one three (3) Business Day 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 Finance or the Co-Borrowers, as the case may be, Borrower pursuant to this Section 2.08 2.09 shall be irrevocable; provided provided, that a notice of termination of the Revolving Commitments of any Class delivered by any Co-the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or conditionevents, in which case such notice may be revoked by such Co-the Borrower (by notice to the Administrative Agent on or prior to the specified effective date of terminationdate) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such ClassCommitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Initial Term The Commitments shall terminate at 11:59 p.m., New York City time, be automatically terminated on the Effective Date and (ii) the Initial Revolving Commitments shall terminate on the Initial Revolving Maturity Termination Date. (b) Finance (in Upon at least three Business Days' prior irrevocable telex or telecopy notice to the case of Paying Agent, the Term Loans) and the Co-Borrowers (in the case of the Revolving Loans) Borrower may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Unused Commitments of any Classthe Lenders; provided provided, however, that (i) each partial reduction of the Unused Commitments of any Class shall be in an amount that is an integral multiple of $500,000 1,000,000 and not less than in a minimum principal amount of $1,000,000 unless such amount represents all of the remaining Commitments of such Class and (ii) the Co-Borrowers shall not terminate or reduce the Revolving Commitments of any Class if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans of any Class in accordance with Section 2.11, the aggregate Revolving Exposures attributable to the Revolving Commitments of such Class would exceed the aggregate Revolving Commitments of such Class10,000,000. (c) Finance or the Co-Borrowers, as the case may be, shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section 2.08 at least one Business 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 Co-Borrowers, as the case may be, pursuant to this Section 2.08 shall be irrevocable; provided that a notice of termination of the Revolving Commitments of any Class delivered by any Co-Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or condition, in which case such notice may be revoked by such Co-Borrower (by notice to the Administrative Agent on or prior to the specified effective date of termination) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of in the Unused Commitments of any Class hereunder shall be made ratably among the Lenders in accordance with their respective Revolving Credit Commitments. The Borrower shall pay to the Paying Agent for the account of the Lenders, on the date of each termination or reduction of the Unused Commitments, the Facility Fees on the amount of the Unused Commitments so terminated or reduced accrued through the date of such Classtermination or reduction. (d) If a Change of Control shall occur, the Borrower shall, within ten days after the occurrence thereof, give notice thereof to the Administrative Agents (the Paying Agent shall promptly deliver such notice to the Lenders), which notice shall describe in reasonable detail the facts and circumstances giving rise thereto and shall specify an Optional Termination Date for purposes of this Section 2.11 (the "Optional Termination Date"), which date shall not be less than 15 nor more than 30 days after the date of such notice. Each Lender may, by notice to the Borrower and the Paying Agent given not less than three Business Days prior to the Optional Termination Date, terminate its Commitment (if any), which shall thereupon be terminated, and declare the Revolving Credit Loans held by it (together with accrued interest thereon) and any other amounts payable hereunder for its account to be, and such Revolving Credit Loans and such other amounts shall thereupon become, due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower, in each case effective as of the Optional Termination Date. On the Optional Termination Date, the Borrower shall deposit into the L/C Cash Collateral Account, an amount in cash equal to such terminating Lender's Pro Rata Share of the Available Amount of all Letters of Credit outstanding on such date. Any such amounts that are deposited pursuant to this Section 2.11 shall be held and applied in accordance with Section 6.02.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Initial Term Loan Commitments shall terminate at 11:59 p.m., 3:00 p.m. (New York City time, ) on the Effective Date and (ii) the Initial Revolving all other Commitments shall terminate on the Initial Revolving Maturity Date. (b) Finance (in the case of the Term Loans) and the Co-Borrowers (in the case of the Revolving Loans) The Borrower may at any time terminate, or from time to time reduce, the Commitments of any Class; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 5,000,000 and not less than $1,000,000 unless such amount represents all of the remaining Commitments of such Class and 10,000,000, (ii) the Co-Borrowers Borrower shall not terminate or reduce the Revolving Dollar Tranche Commitments of any Class if, after giving effect to any concurrent prepayment of the Dollar Tranche Revolving Loans or Swingline Loans of any Class in accordance with Section 2.11, the aggregate Dollar Amount of the sum of the total Dollar Tranche Revolving Credit Exposures attributable to the Revolving Commitments of such Class would exceed the aggregate Dollar Tranche Commitments and (iii) the Borrower shall not terminate or reduce the Multicurrency Tranche Commitments if, after giving effect to any concurrent prepayment of the Multicurrency Tranche Revolving Commitments Loans in accordance with Section 2.11, the Dollar Amount of such Classthe sum of the total Multicurrency Tranche Revolving Credit Exposures would exceed the aggregate Multicurrency Tranche Commitments. (c) Finance or the Co-Borrowers, as the case may be, The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments of any Class under paragraph (b) of this Section 2.08 at least one three (3) Business Day 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 Finance or the Co-Borrowers, as the case may be, Borrower pursuant to this Section 2.08 shall be irrevocable; provided that a notice of termination of the Revolving Commitments of any Class delivered by any Co-the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of one or more other Indebtedness or the occurrence of some other identifiable event or conditionevents specified therein, in which case such notice may be revoked by such Co-the Borrower (by notice to the Administrative Agent on or prior to the specified effective date of terminationdate) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the applicable Lenders in accordance with their respective Commitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Initial Term Commitments Revolving Commitment shall terminate at 11:59 p.m., New York City time, on the Effective Maturity Date and (ii) the Initial Revolving Term Loan Commitments shall terminate on the Initial Revolving Maturity making of the Term Loans on the Effective Date. (b) Finance (in the case of the Term Loans) and the Co-Borrowers (in the case of the Revolving Loans) The Borrower Representative may at any time terminateterminate the Revolving Commitments in their entirety upon (i) the payment in full in cash of all outstanding Loans, together with accrued and unpaid interest thereon and on any Letters of Credit; (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to such Letters of Credit, the deposit by the applicable Borrower in the applicable LC Collateral Accounts of cash (or, with the consent of the Administrative Agent, the Required Lenders and each applicable Issuing Bank, a back-up standby letter of credit) equal to 103% of the LC Exposure as of such date in accordance with Section 2.06(j); (iii) the payment in full in cash of the accrued and unpaid fees; and (iv) the payment in full in cash of all accrued and unpaid reimbursable expenses and other Obligations together with accrued and unpaid interest thereon. (c) The Borrower Representative may from time to time reduce, reduce the Commitments of any ClassCommitments; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 10,000,000 and not less than $1,000,000 unless such amount represents all of 25,000,000 (or, in either case, if less, the aggregate remaining Commitments of such Class applicable Commitment) and (ii) the Co-Borrowers shall not terminate or reduce the Revolving Commitments of any Class if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans of any Class in accordance with Section 2.11, the aggregate Aggregate Revolving Exposures attributable to the Revolving Commitments of such Class Exposure would exceed the aggregate Revolving Commitments of such ClassCommitments. (cd) Finance or the Co-Borrowers, as the case may be, The Borrower Representative shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) or (c) of this Section 2.08 at least one three Business Day 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 Finance or the Co-Borrowers, as the case may be, pursuant to this Section 2.08 shall be irrevocable; provided that a notice of termination of the Revolving Commitments of any Class delivered by any Co-Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or condition, in which case such notice may be revoked by such Co-Borrower (by notice to the Administrative Agent on or prior to the specified effective date of termination) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such Class.67

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Initial Term Loan Commitments shall automatically terminate at 11:59 p.m., New York City time, upon the making of the Initial Term Loans on the Effective Closing Date and (ii) the Initial Revolving Credit Commitments shall terminate on the Initial Revolving Credit Maturity Date. (b) Finance (in Upon delivering the case of notice required by Section 2.09(d), the Term Loans) and the Co-Borrowers (in the case of the Revolving Loans) Lead Borrower may at any time terminateterminate the Revolving Credit Commitments upon (i) the payment in full in Cash of all outstanding Revolving Loans, together with accrued and unpaid interest thereon, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each outstanding Letter of Credit, the furnishing to the Administrative Agent of a Cash deposit (or, if reasonably satisfactory to the applicable Issuing Bank, a backup standby letter of credit) equal to 100% of the LC Exposure (minus the amount then on deposit in the LC Collateral Account) as of such date), (iii) the payment in full in Cash of all Ancillary Outstandings or, alternatively the furnishing to the relevant Ancillary Lender of a Cash deposit equal to 100% of the Ancillary Outstandings as of such date, in each case, together with accrued and unpaid interest, fees and reimbursement expenses in respect thereof and (iv) the payment in full of all accrued and unpaid fees and all reimbursable expenses and other non-contingent Obligations with respect to the Revolving Facility then due, together with accrued and unpaid interest (if any) thereon. (c) Upon delivering the notice required by Section 2.09(d), the Lead Borrower may from time to time reduce, reduce the Commitments of any ClassRevolving Credit Commitments; provided that (i) each reduction of the Revolving Credit Commitments of any Class shall be in an amount that is an integral multiple of the Dollar Equivalent of $500,000 1,000,000 and not less than the Dollar Equivalent of $1,000,000 unless such amount represents all of the remaining Commitments of such Class and (ii) the Co-Borrowers Lead Borrower shall not terminate or reduce the Revolving Credit Commitments of any Class if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans of any Class in accordance with Section 2.10 or Section 2.11, the aggregate Aggregate Revolving Exposures attributable to the Revolving Commitments of such Class Credit Exposure would exceed the aggregate Total Revolving Commitments of such ClassCredit Commitment. (cd) Finance or the Co-Borrowers, as the case may be, The Lead Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Credit Commitments under paragraph (b) or (c) of this Section 2.08 2.09 in writing at least one three Business Day Days prior to the effective date of such termination or reductionreduction (or such later date to which the Administrative Agent may agree), specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Revolving Lenders of the contents thereof. Each notice delivered by Finance or the Co-Borrowers, as the case may be, Lead Borrower pursuant to this Section 2.08 2.09 shall be irrevocable; provided that a notice of termination of the Revolving Credit Commitments of any Class delivered by any Co-the Lead Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or conditiontransactions, in which case such notice may be revoked by such Co-the Lead Borrower (by notice to the Administrative Agent on or prior to the specified effective date of terminationdate) if such condition is not satisfied. Any termination or reduction of the Revolving Credit Commitments of any Class pursuant to this Section 2.09 shall be permanent. Each Upon any reduction of the Commitments Revolving Credit Commitments, the Revolving Credit Commitment of any Class each Revolving Lender shall be made ratably among the Lenders in accordance with their respective Commitments reduced by such Revolving Lender’s Applicable Percentage of such Classreduction amount.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Initial Term Commitments shall terminate at 11:59 p.m., New York City time, on the Effective Date and (ii) the Initial Date. The Revolving Commitments shall terminate at 11:59 p.m., New York City time, on the Initial Revolving Maturity Date. (b) Finance (in the case of the Term Loans) and the Co-Borrowers (in the case of the Revolving Loans) The Borrower may at any time terminate, or from time to time reduce, the Commitments of any Class; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 and not less than $1,000,000 unless such amount represents all of the remaining Commitments of such Class and (ii) the Co-Borrowers Borrower shall not terminate or reduce the Revolving Commitments of any Class if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans of any Class in accordance with Section 2.11, the aggregate Revolving Exposures attributable to the Revolving Commitments of such Class would exceed the aggregate Revolving Commitments. The Borrower may terminate the Commitments of such Classany Defaulting Lender on a non-pro rata basis upon notice to the Administrative Agent. (c) Finance or the Co-Borrowers, as the case may be, The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section 2.08 at least one Business 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 Co-Borrowers, as the case may be, Borrower pursuant to this Section 2.08 shall be irrevocable; provided that a notice of termination of the Revolving Commitments of any Class delivered by any Co-the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or condition, in which case such notice may be revoked by such Co-the Borrower (by notice to the Administrative Agent on or prior to the specified effective date of termination) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such Class.. -70- US-DOCS\114614260.17

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Initial Term Revolving Facility Commitments shall terminate at 11:59 p.m., New York City time, on the Effective Date and (ii) the Initial Revolving Commitments of each Class shall terminate on the Initial Revolving applicable Maturity DateDate for such Class. (b) Finance (in the case of the Term Loans) and the Co-Borrowers (in the case of the Revolving Loans) The Borrower may at any time terminate, or from time to time reduce, the Revolving Facility Commitments of any Class; provided that (i) each reduction of the Revolving Facility Commitments of any Class shall be in an amount that is an integral multiple of $500,000 and not less than $1,000,000 unless such (or, if less, the remaining amount represents all of the remaining Revolving Facility Commitments of such Class Class) and (ii) the Co-Borrowers Borrower shall not terminate or reduce the Revolving Facility Commitments of any Class if, after giving effect to any concurrent prepayment of the Revolving Facility Loans or Swingline Loans of any Class in accordance with Section 2.112.11 and provision of any Letter of Credit Support in accordance with Section 2.05(j) or (k), the aggregate Revolving Exposures attributable to Dollar Equivalent of the Revolving Commitments Facility Credit Exposure of such Class (excluding any Letter of Credit for which Letter of Credit Support has been provided) would exceed the aggregate total Revolving Facility Commitments of such Class. (c) Finance or the Co-Borrowers, as the case may be, The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Facility Commitments of any Class under paragraph (b) of this Section 2.08 at least one three Business Day Days prior to the effective date of such termination or reductionreduction (or such shorter period acceptable to the Administrative Agent), specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the applicable Lenders of the contents thereof. Each notice delivered by Finance or the Co-Borrowers, as the case may be, Borrower pursuant to this Section 2.08 shall be irrevocable; provided that a notice of termination or reduction of the Revolving Facility Commitments of any Class delivered by any Co-the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities facilities, indentures or the receipt of the proceeds from the issuance of similar agreements or other Indebtedness or the occurrence of some other identifiable event or conditiontransactions, in which case such notice may be revoked by such Co-the Borrower (by notice to the Administrative Agent on or prior to the specified effective date of terminationdate) if such condition is not satisfiedsatisfied and/or rescinded at any time by the Borrower if the Borrower determines in its sole discretion that any or all of such conditions will not be satisfied (it being agreed that the Borrower may waive such condition). Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Revolving Facility Lenders in accordance with their respective Commitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Initial Term Commitments shall terminate at 11:59 5:00 p.m., New York City time, on the Effective Date and (ii) all the Initial Revolving Commitments shall terminate termi­nate on the Initial Revolving Credit Maturity Date. (b) Finance (in the case of the Term Loans) and the Co-Borrowers (in the case of the Revolving Loans) The Borrower may at any time terminateterminate the Revolving Commitments upon (i) the payment in full of all outstanding Revolving Loans and LC Disbursements, together with accrued and unpaid interest thereon, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or at the discretion of the Administrative Agent a backup standby letter of credit satisfactory to the Administrative Agent and the Issuing Bank) in an amount equal to 105% of the LC Exposure as of such date), (iii) the payment in full of the accrued and unpaid fees and (iv) the payment in full of all reimbursable expenses and other Obligations together with accrued and unpaid interest thereon. (c) The Borrower may from time to time reduce, reduce the Commitments of any ClassRevolving Commitments; provided that (i) each reduction of the Revolving Commitments of any Class shall be in an amount that is an integral multiple of $500,000 1,000,000 and not less than $1,000,000 unless such amount represents all of the remaining Commitments of such Class and (ii) the Co-Borrowers Borrower shall not terminate or reduce the Revolving Commitments of any Class if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans of any Class in accordance with Section 2.112.8, the aggregate Aggregate Revolving Exposures attributable to the Revolving Commitments of such Class Exposure would exceed the aggregate Revolving Commitments of such ClassCommitments. (cd) Finance or the Co-Borrowers, as the case may be, The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under paragraph (b) or (c) of this Section 2.08 at least one three (3) Business Day 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 Finance or the Co-Borrowers, as the case may be, Borrower pursuant to this Section 2.08 shall be irrevocable; provided that a notice of termination of the Revolving Commitments of any Class delivered by any Co-the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or conditionfacilities, in which case such notice may be revoked by such Co-the Borrower (by notice to the Administrative Agent on or prior to the specified effective date of terminationdate) if such condition is not satisfied. Any termination or reduction of the Revolving Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such ClassRevolving Commitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the 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) Finance (in the case of the Term Loans) and the Co-Borrowers (in the case of the Revolving Loans) The Borrower may at any time terminate, or from time to time reduce, one or both of the Commitments of any ClassCommitments; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 1,000,000 and not less than $1,000,000 unless such amount represents all of the remaining Commitments of such Class 5,000,000 and (ii) the Co-Borrowers Borrower shall not terminate or reduce (A) the Revolving Facility A Commitments of any Class if, after giving effect to any concurrent prepayment of the Revolving Facility A Loans or Swingline Loans of any Class in accordance with Section 2.112.10, the aggregate Aggregate Revolving Facility A Credit Exposures attributable to the Revolving Commitments of such Class would exceed the aggregate Aggregate Revolving Facility A Commitments, and (B) the Revolving Facility B Commitments if, after giving effect to any concurrent prepayment of such Classthe Revolving Facility B Loans in accordance with Section 2.10, the Aggregate Revolving Facility B Credit Exposures would exceed the Aggregate Revolving Facility B Commitments. (c) Finance or the Co-Borrowers, as the case may be, The Borrower shall notify the Administrative Agent of any election to terminate or reduce one or both of the Commitments under paragraph (b) of this Section 2.08 at least one three Business Day Days prior to the effective date of such termination or reduction, specifying such election and the Commitment to which such request relates 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 Co-Borrowers, as the case may be, Borrower pursuant to this Section 2.08 shall be irrevocable; provided that a notice of termination of the Revolving Commitments of any Class delivered by any Co-the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or conditionfacilities, in which case such notice may be revoked by such Co-the Borrower (by notice to the Administrative Agent on or prior to the specified effective date of terminationdate) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the specified Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such ClassCommitments. 1.13 Section 2.11(b) shall be amended by deleting each and every reference therein to “Commitment” and “Commitments” and inserting “Revolving Facility A Commitment” or “Revolving Facility A Commitments”, respectively, in place thereof.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the 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) Finance (in the case of the Term Loans) and the Co-Borrowers (in the case of the Revolving Loans) The Borrower may at any time terminate, or from time to time permanently reduce, the Commitments of any ClassCommitments; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 1,000,000 and not less than $1,000,000 unless such amount represents all of the remaining Commitments of such Class 20,000,000 and (ii) the Co-Borrowers Borrower shall not terminate or reduce the Revolving Commitments of any Class if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans of any Class in accordance with Section 2.11, the aggregate Aggregate Revolving Exposures attributable to the Revolving Commitments of such Class Exposure would exceed the aggregate Revolving Commitments of such ClassAggregate Commitment. (c) Finance In the event and on each occasion that any Net Proceeds are received by or on behalf of Holdings, the Borrower or any Subsidiary in respect of any Prepayment Event, the Borrower shall, on the day such Net Proceeds are received (or, in the case of a Prepayment Event described in clause (a) or (b) of the definition of the term “Prepayment Event”, within three Business Days after such Net Proceeds are received), notify the Administrative Agent of the amount and receipt of such Net Proceeds, and on the date of such notice the Commitments shall be automatically and permanently reduced by an amount equal to the amount of such Net Proceeds; provided that, in the case of any event described in clause (a) or (b) of the definition of the term “Prepayment Event”, if the Borrower shall, prior to the date of such required notice, deliver to the Administrative Agent a certificate of a Financial Officer of the Borrower to the effect that the Borrower intends to cause the Net Proceeds from such event (or a portion thereof specified in such certificate) to be applied within 365 days after receipt of such Net Proceeds to acquire assets used or useful in the business of the Borrower or the CoSubsidiaries, and certifying that no Event of Default has occurred and is continuing, then no reduction of the Commitments shall occur pursuant to this paragraph in respect of the Net Proceeds of such event (or the portion of such Net Proceeds specified in such certificate, if applicable) except to the extent of any such Net Proceeds that have not been so applied by the end of such 365-Borrowersday period (or within a period of 180 days thereafter if by the end of such initial 365-day period the Borrower or one or more of the Subsidiaries shall have entered into an agreement with a third party to acquire such assets with such Net Proceeds), as at which time the Commitments shall be automatically and permanently reduced in an amount equal to the Net Proceeds that have not been so applied; provided further that (A) to the extent any such Net Proceeds shall be received in respect of assets owned by a Loan Party, such Net Proceeds may be reinvested only in assets owned by a Loan Party or, in the case of a Permitted Acquisition, by any Person that shall become a Subsidiary Loan Party upon the consummation thereof, (B) to the extent any such Net Proceeds shall be received in respect of assets owned by a Subsidiary that is not a Loan Party but the Equity Interests in which constitute Collateral, such Net Proceeds may be, be reinvested only in assets owned by a Loan Party (including Equity Interests in Foreign Subsidiaries) or assets owned by a Subsidiary the Equity Interests in which constitute Collateral and (C) the Borrower shall not be permitted to make elections pursuant to the immediately preceding proviso with respect to Net Proceeds in excess of $100,000,000 in the aggregate in any fiscal year of Holdings. (d) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section 2.08 at least one three Business Day 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 noticenotice from the Borrower pursuant to paragraph (c) of this Section or the immediately preceding sentence, the Administrative Agent shall advise the Revolving Lenders of the contents thereof. Each notice delivered by Finance or the Co-Borrowers, as the case may be, Borrower pursuant to this Section 2.08 shall be irrevocable; provided that a notice of termination or reduction of the Revolving Commitments under paragraph (b) of any Class delivered by any Co-Borrower this Section may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event one or conditionmore events specified therein, in which case such notice may be revoked by such Co-the Borrower (by notice to the Administrative Agent on or prior to the specified effective date of terminationdate) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Revolving Lenders in accordance with their respective Commitments of such Classindividual Commitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Initial Term Commitments shall automatically terminate at 11:59 5:00 p.m., New York City time, on the Effective Date Date, and (ii) the Initial Revolving Commitments shall automatically terminate on the Initial Revolving Maturity Date. (b) Finance (in the case of the Term Loans) and the Co-Borrowers (in the case of the Revolving Loans) The Company may at any time terminate, or from time to time permanently reduce, the Commitments of any Class; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 1,000,000 and not less than $1,000,000 unless such amount represents all of the remaining Commitments of such Class 5,000,000 and (ii) the Co-Borrowers Company shall not terminate or reduce the Revolving Commitments of any Class if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans of any Class in accordance with Section 2.112.10, the aggregate Aggregate Revolving Exposures attributable to the Revolving Commitments of such Class Exposure would exceed the aggregate Aggregate Revolving Commitments of such ClassCommitment. (c) Finance or the Co-Borrowers, as the case may be, The Company shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section 2.08 at least one Business Day prior to not later than 12:00 noon, Local Time, on the effective date of such termination or reduction, specifying such election and the effective date thereof; provided that, at any time when there are Eurocurrency Revolving Borrowings outstanding, in the case of any reduction of the Revolving Commitments to be made within the last two Business Days of any Interest Period, such notice shall be required to be delivered not later than 12:00 noon, Local Time, two Business Days before the date of such reduction; and provided further that if a Borrower delivers an Interest Election Request in respect of the conversion or continuation of any Borrowing, such reduction shall not become effective until the Interest Period applicable to such Borrowing at the time such Interest Election Request is delivered has expired. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the applicable Class of the contents thereof. Each notice delivered by Finance or the Co-Borrowers, as the case may be, Company pursuant to this Section 2.08 shall be irrevocable; provided that a notice of termination or reduction of the Revolving Commitments under paragraph (b) of any Class delivered by any Co-Borrower this Section may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event one or conditionmore events specified therein, in which case such notice may be revoked by such Co-Borrower the Company (by notice to the Administrative Agent on or prior to the specified effective date of terminationdate) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Initial Tranche B Term Commitments shall terminate at 11:59 5:00 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) Finance (in the case of the Term Loans) and the Co-Borrowers (in the case of the Revolving Loans) The Borrower may at any time terminate, or from time to time reduce, the Commitments of any Class; , provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 and not less than $1,000,000 unless such amount represents all of the remaining Commitments of such Class 2,000,000 and (ii) the Co-Borrowers Borrower shall not terminate or reduce the Revolving Commitments of any Class ifto the extent that, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans of any Class in accordance with Section 2.11, the aggregate Revolving Exposures (excluding, in the case of any termination of the Revolving Commitments, the portion of the Revolving Exposures attributable to outstanding Letters of Credit if and to the extent that the Borrower has made arrangements satisfactory to the Administrative Agent and the applicable Issuing Bank with respect to such Letters of Credit and such Issuing Bank has released the Revolving Commitments Lenders from their participation obligations with respect to such Letters of such Class Credit) would exceed the aggregate Revolving Commitments of such ClassCommitments. (c) Finance or the Co-Borrowers, as the case may be, The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section 2.08 at least one three Business Day 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 Finance or the Co-Borrowers, as the case may be, Borrower pursuant to this Section 2.08 shall be irrevocable; , provided that a notice of termination of the Revolving Commitments of any Class delivered by any Co-the Borrower 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 the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or conditionIndebtedness, in which case such notice may be revoked by such Co-the Borrower (by notice to the Administrative Agent on or prior to the specified effective date of terminationdate) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminatedThe Revolving Commitments, (i) the Initial Term Commitments Swingline Commitment and the LC Commitment shall terminate at 11:59 p.m., New York City time, on the Effective Date and (ii) the Initial Revolving Commitments shall automatically terminate on the Initial Revolving Maturity Date. (b) Finance (in At their option, the case of the Term Loans) and the Co-Borrowers (in the case of the Revolving Loans) may at any time terminate, or from time to time permanently reduce, the Commitments of any ClassRevolving Commitments; provided provided, that (i) each reduction of the Revolving Commitments of any Class shall be in an amount that is an integral multiple of $500,000 100,000 and not less than $1,000,000 unless such amount represents all of the remaining Commitments of such Class 500,000 and (ii) the Co-Borrowers Revolving Commitments shall not terminate be terminated or reduce the Revolving Commitments of any Class reduced if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans of any Class in accordance with Section 2.112.09, the aggregate Total Revolving Exposures attributable to the Revolving Commitments of such Class Exposure would exceed the aggregate Total Revolving Commitments of such Class. (c) Finance or the Co-Borrowers, as the case may be, Commitments. The Administrative Borrower shall notify the Administrative Agent in writing of any election to terminate or reduce the Revolving Commitments under paragraph (b) of this Section 2.08 2.07(b) at least one five Business Day Days prior to the effective date of such termination or reductionreduction (which effective date shall be a Business Day), 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 Co-Borrowers, as the case may be, Administrative Borrower pursuant to this Section 2.08 2.07(b) shall be irrevocable; provided provided, that a notice of termination of the Revolving Commitments of any Class delivered by any Co-the Administrative Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or in order to refinance in full the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or conditionObligation hereunder, in which case such notice may be revoked by such Co-the Administrative Borrower (by notice to the Administrative Agent on or prior to the specified effective date of terminationdate) if such condition is not satisfied. . (c) If at the time of any mandatory prepayment required pursuant to Section 2.09(b)(v) or (vi) (determined as if Revolving Loans in an aggregate principal amount equal to such mandatory prepayment were outstanding at such time) an Event of Default exists and is continuing, the Revolving Commitments shall be reduced by an amount equal to 100% of the Net Cash Proceeds of the respective Asset Sale or Casualty Event. (d) Any termination or reduction of the Revolving Commitments of any Class shall be permanent. Each reduction of the Revolving Commitments of any Class pursuant to this Section 2.07 shall be made ratably among the Lenders in accordance with their respective Commitments of such ClassRevolving Commitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Initial Term A Loan Commitments shall terminate at 11:59 p.m., New York City time, on the Amendment No. 1 Effective Date, (ii) the Term B Loan Commitments shall terminate at 11:59 p.m., New York City time, on the Amendment No. 1 Effective Date and (iiiii) the Initial all Revolving Commitments shall terminate on the Initial Revolving Credit Maturity Date. (b) Finance (in the case of the Term Loans) and the Co-The Borrowers (in the case of the Revolving Loans) may at any time terminate, or from time to time reduce, the Commitments of any Class; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 1,000,000 and not less than $1,000,000 unless such amount represents all of (or, if less, the remaining Commitments amount of such Class Commitments) and (ii) the Co-Borrowers shall not terminate or reduce the Revolving Commitments of any Class if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans of any Class in accordance with Section 2.112.10, the aggregate total Revolving Credit Exposures attributable to the Revolving Commitments of such Class would exceed the aggregate total Revolving Commitments of such ClassCommitments. (c) Finance or the Co-Borrowers, as the case may be, The applicable Borrower shall notify the applicable Administrative Agent by telephone (confirmed by telecopy or transmission by electronic communication in accordance with Section 9.01(b)) of any election to terminate or reduce the Commitments under paragraph (b) of this Section 2.08 at least one not later than 12:00 p.m. New York City time three (3) Business Day 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 Applicable Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by Finance or the Co-Borrowers, as the case may be, a Borrower pursuant to this Section 2.08 shall be irrevocable; provided that a notice of termination of the Revolving Commitments of any Class delivered by any Co-a Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt instruments of the proceeds from the issuance of other Indebtedness or the occurrence of some any other identifiable event or conditionspecified event, in which case such notice may be revoked by such Co-Borrower (by notice to the Applicable Administrative Agent on or prior to the specified effective date of terminationdate) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each Subject to Section 2.20(d), each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Initial Term Commitments 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 Effective Date and (B) at 11:59 p.m., New York City time, on the Effective Date and (ii) the Initial Revolving Commitments shall automatically terminate on the Initial Revolving Maturity Date. (b) Finance (in the case of the Term Loans) and the Co-Borrowers (in the case of the Revolving Loans) The Company may at any time terminate, or from time to time permanently reduce, the Commitments of any Class; provided that (i) each reduction of the Commitments of any a Class shall be in an amount that is an integral multiple of $US$500,000 and not less than $US$1,000,000 unless such amount represents all of (or, if less, the remaining Commitments of such Class Class) and (ii) the Co-Borrowers Company shall not terminate or reduce the Revolving Commitments of any Class if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans of any Class in accordance with Section 2.112.08, (A) the aggregate Aggregate Revolving Exposures attributable to the Revolving Commitments of such Class Exposure would exceed the aggregate Aggregate Revolving Commitments Commitment or (B) the Revolving Exposure of such Classany Revolving Lender would exceed its Revolving Commitment. (c) Finance or the Co-Borrowers, as the case may be, The Company shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section 2.08 at least one three Business Day 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 Finance or the Co-Borrowers, as the case may be, Company pursuant to this Section 2.08 shall be irrevocable; provided that a notice of termination or reduction of the Revolving Commitments of any Class delivered by any Co-Borrower under paragraph (b) of this Section may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event one or conditionmore events specified therein, in which case such notice may be revoked by such Co-Borrower the Company (by notice to the Administrative Agent on or prior to the specified effective date of terminationdate) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Initial Term Commitments shall terminate at 11:59 p.m., New York City time, on the Effective Date and (ii) the Initial all Revolving Commitments shall terminate on the Initial Revolving Credit Maturity Date. The Extended Revolving Commitments shall terminate on the respective maturity dates applicable thereto. (b) Finance (in the case of the Term Loans) and the Co-Borrowers (in the case of the Revolving Loans) The Borrower may at any time terminate, or from time to time reduce, the Revolving Commitments of any Class; provided that (i) each reduction of the Revolving Commitments of any Class shall be in an amount that is an integral multiple of $500,000 1,000,000 and not less than $1,000,000 unless such amount represents all of 5,000,000 (or, if less, the remaining Commitments amount of such Class Commitments), and (ii) the Co-Borrowers Borrower shall not terminate or reduce the Revolving Commitments of any Class if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans of any Class in accordance with Section 2.112.10, the aggregate Revolving Exposures (excluding, the portion of the Revolving Exposures attributable to outstanding Letters of Credit, if and to the Revolving Commitments extent that the Borrower has made arrangements satisfactory to the Administrative Agent and the applicable Issuing Bank with respect to such Letters of Credit, and such Class Issuing Bank has released the Applicable Participants from their participation obligations with respect to such Letters of Credit) would exceed the lesser of (x) the aggregate Revolving Commitments of such Classand (y) the Availability Limit. (c) Finance or the Co-Borrowers, as the case may be, The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under paragraph (b) of this Section 2.08 at least one three (3) Business Day 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 Finance or the Co-Borrowers, as the case may be, Borrower pursuant to this Section 2.08 shall be irrevocable; provided that a notice of termination of the Revolving Commitments of any Class delivered by any Co-the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt instruments of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or conditiontransaction, in which case such notice may be revoked by such Co-the Borrower (by notice to the Administrative Agent on or prior to the specified effective date of terminationdate) if such condition is not satisfied. Any termination or reduction of the Revolving Commitments of any Class shall be permanent. Each reduction of the Revolving Commitments of any Class shall shall, except as provided in Section 2.20, be made ratably among the Lenders in accordance with their respective Revolving Commitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the 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 automatically terminate on the Initial Revolving Credit Maturity Date. (b) Finance (in Upon delivering the case of notice required by Section 2.09(d), the Term Loans) and the Co-Borrowers (in the case of the Revolving Loans) Lead Borrower may at any time terminateterminate the Commitments of any Class upon (i) the payment in full in Cash of all outstanding Revolving Loans of such Class, together with accrued and unpaid interest thereon, (ii) the cancellation and return of all outstanding Letters of Credit of such Class (or alternatively, with respect to each outstanding Letter of Credit, the furnishing to the Administrative Agent of a Cash deposit (or, if reasonably satisfactory to the applicable Issuing Bank, a backstop standby letter of credit) equal to 100% of the LC Exposure in respect of such Class (minus the amount then on deposit in the LC Collateral Account) as of such date) and (iii) the payment in full of all accrued and unpaid fees and all reimbursable expenses and other non-contingent Obligations with respect to the Revolving Facility of such Class then due, together with accrued and unpaid interest (if any) thereon; provided that, at any time that any Additional Revolving Commitments in respect of the Additional European Incremental Revolving Facility are outstanding hereunder, the Initial Commitments may not be terminated unless such Additional Revolving Commitments are terminated concurrently therewith. (c) Upon delivering the notice required by Section 2.09(d), the Lead Borrower may from time to time reduce, reduce the Commitments of any ClassCommitments; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 1,000,000 and not less than $1,000,000 unless such amount represents all of the remaining Commitments of such Class and 1,000,000, (ii) each reduction of the Co-Borrowers Initial Commitment shall solely be a reduction of the Initial Primary Commitment and, for the avoidance of doubt, shall not terminate or be a reduction of the Initial Peak Season Commitment, (iii) at any time following the effectiveness of the Additional European Incremental Revolving Facility, the Initial Commitments shall not be reduced if, after giving effect to such reduction, the Initial Commitments outstanding at such time would constitute less than 50% of the Aggregate Commitments outstanding at such time and (iv) the Lead Borrower shall not reduce the Revolving Commitments of any Class if, after giving effect to any concurrent prepayment of the Revolving Loans or and Swingline Loans of any Class in accordance with Section 2.10 or Section 2.11, (A) the aggregate Total Revolving Exposures attributable to the Revolving Commitments of such Class Credit Exposure would exceed the Aggregate Commitment, (B) the aggregate Initial Revolving Commitments Credit Exposure of all Lenders would exceed the Aggregate North American Commitment, (C) any Initial Revolving Lender’s Initial Revolving Credit Exposure would exceed such ClassInitial Revolving Lender’s Initial Commitment, (D) the aggregate Initial Revolving Credit Exposure attributable to Credit Extensions made to the Canadian Borrower and Spanish Borrower collectively would exceed the Canadian/Spanish Borrower Sublimit or (E) the aggregate principal amount of FILO Revolving Loans outstanding at such time would exceed the FILO Revolving Line Cap applicable at such time. (cd) Finance or the Co-Borrowers, as the case may be, The Lead Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) or (c) of this Section 2.08 2.09 in writing at least one three (3) Business Day Days prior to the effective date of such termination or reductionreduction (or such later date to which the Administrative Agent may agree), specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the applicable Class of the contents thereof. Each notice delivered by Finance or the Co-Borrowers, as the case may be, Lead Borrower pursuant to this Section 2.08 2.09 shall be irrevocable; provided that a notice of termination of the Revolving Commitments of any Class delivered by any Co-the Lead Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities transactions or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or conditioncontingencies, in which case such notice may be revoked by such Co-the Lead Borrower (by notice to the Administrative Agent on or prior to the specified effective date of terminationdate) if such condition is not satisfied. Any effective termination or reduction of the Commitments of any Class pursuant to this Section 2.09 shall be permanent. Each Upon any reduction of the Commitments Commitments, the Commitment of any Class each Lender shall be made ratably among the Lenders in accordance with their respective Commitments reduced by such Lender’s Applicable Percentage of such Classreduction amount.

Termination and Reduction of Commitments. (a) Unless previously terminatedterminated pursuant to the terms of this Agreement, (i) the 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 DateDate (as it may be extended with respect to some or all of the Commitments pursuant to Section 2.20). (b) Finance (in the case of the Term Loans) and the Co-Borrowers (in the case of the Revolving Loans) The Borrower may at any time terminate, or from time to time reduce, the Commitments of any ClassCommitments; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 10,000,000 and not less than $1,000,000 50,000,000 (in each case, unless such equal to the entire remaining amount represents all of the remaining Commitments of such Class Commitments) and (ii) the Co-Borrowers Borrower shall not terminate or reduce the Revolving Commitments of any Class if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans of any Class in accordance with Section 2.112.10, the aggregate Total Revolving Exposures attributable to the Revolving Commitments of such Class Credit Exposure would exceed the aggregate Revolving Commitments of such ClassAggregate Commitments. (c) Finance or the Co-Borrowers, as the case may be, 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 Commitments under paragraph (b) of this Section 2.08 at least one three Business Day 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 Finance or the Co-Borrowers, as the case may be, Borrower pursuant to this Section 2.08 shall be irrevocable; provided that a any such notice of termination or reduction of the Revolving Commitments of any Class delivered by any Co-Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event one or conditionmore events specified therein, in which case such notice may be revoked by such Co-the Borrower (by notice to the Administrative Agent on or prior to the specified effective date of terminationdate) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such ClassCommitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Initial Term Revolving Commitments shall terminate on the Revolving Maturity Date and (ii) the Tranche A Commitments and Tranche B Commitments shall terminate at 11:59 5:00 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) Finance (in the case of the Term Loans) and the Co-Borrowers (in the case of the Revolving Loans) The Borrower may at any time time, without premium or penalty, terminate, or from time to time reduce, the Commitments of any ClassRevolving Commitments; provided that (i) each reduction of the Revolving Commitments of any Class shall be in an amount that is an integral multiple of $500,000 1,000,000 and not less than $1,000,000 unless such amount represents all of the remaining Commitments of such Class and (ii) the Co-Borrowers Borrower shall not terminate or reduce the Revolving Commitments of any Class ifto the extent that, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans of any Class in accordance with Section 2.11, the aggregate Revolving Exposures attributable to the Revolving Commitments of such Class would exceed the aggregate Revolving Commitments of such ClassCommitments. (c) Finance or the Co-Borrowers, as the case may be, The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under paragraph (b) of this Section 2.08 at least one three Business Day 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 Finance or the Co-Borrowers, as the case may be, Borrower pursuant to this Section 2.08 shall be irrevocable; provided that a notice of termination of the Revolving Commitments of any Class delivered by any Co-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, the receipt of proceeds from the incurrence or issuance of Indebtedness or Equity Interests or the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or conditionfacilities), in which case such notice may be revoked by such Co-the Borrower (by notice to the Administrative Agent on or prior to the specified effective date of terminationdate) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with the relative amounts of their respective Commitments of such Classindividual Commitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Initial The Term Loan Commitments shall automatically terminate at 11:59 p.m., New York City time, upon the making of the Term Loans on the Effective Date Closing Date. The Revolving Credit Commitments and (ii) the Initial Revolving Commitments Swingline Commitment shall automatically terminate on the Initial Revolving Credit Maturity Date.. The L/C (b) Finance (in Upon at least three Business Days’ prior written or fax notice to the case of Administrative Agent, the Term Loans) and the Co-Borrowers (in the case of the Revolving Loans) Borrower may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Term Loan Commitments, the Revolving Credit Commitments of any Classor the Swingline Commitment; provided provided, however, that (i) each partial reduction of the Term Loan Commitments of any Class or the Revolving Credit Commitments shall be in an amount that is an integral multiple of $500,000 1,000,000 and not less than in a minimum amount of $5,000,000 (and $1,000,000 unless such amount represents all in the case of the remaining Commitments of such Class Swingline Commitment) and (ii) the Co-Borrowers Total Revolving Credit Commitment shall not terminate or reduce be reduced to an amount that is less than the Aggregate Revolving Commitments of any Class if, Credit Exposure then in effect (after giving effect to any concurrent repayment or prepayment of effected simultaneously therewith). Any notice given by the Revolving Loans or Swingline Loans of any Class in accordance with Section 2.11, the aggregate Revolving Exposures attributable to the Revolving Commitments of such Class would exceed the aggregate Revolving Commitments of such Class. (c) Finance or the Co-Borrowers, as the case may be, shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section 2.08 at least one Business 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 Co-Borrowers, as the case may be, Borrower pursuant to this Section 2.08 2.09(b) shall be irrevocable; provided provided, that a any such notice of termination of the Revolving Commitments of any Class delivered by any Co-the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or conditionfinancing arrangements, in which case such notice may be revoked by such Co-the Borrower (by notice to the Administrative Agent on or prior to the specified effective date of terminationdate) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. . (c) Each reduction of in the Term Loan Commitments of any Class or the Revolving Credit Commitments hereunder shall be made ratably among the Lenders in accordance with their respective Commitments applicable Commitments; provided, that the Swingline Commitment shall not be reduced unless the Revolving Commitment is reduced to an amount less than the Swingline Commitment then in effect (and then only to the extent of such Classdeficit). The Borrower shall pay to the Administrative Agent for the account of the Revolving Credit Lenders, on the date of each termination or reduction of the Revolving Credit Commitments, the Commitment Fees on the amount of the Revolving Credit Commitments so terminated or reduced accrued to but excluding the date of such termination or reduction.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Initial Term Loan Commitments shall terminate at 11:59 p.m., New York City 5:00 p.m. (Chicago time, ) on the Effective Date and (ii) the Initial Revolving Loan Commitments shall terminate on the Initial Revolving Credit Maturity Date. (bi) Finance (in the case of the Term Loans) and the Co-Borrowers (in the case of the Revolving Loans) The Borrower may at any time terminate, or from time to time reduce, the Commitments of any ClassRevolving Commitments; provided that (i) each reduction of the Revolving Commitments of any Class shall be in an amount that is an integral multiple of $500,000 100,000 and not less than $1,000,000 unless such amount represents all of the remaining Commitments of such Class 500,000 and (ii) the Co-Borrowers Borrower shall not terminate or reduce the Revolving Commitments of any Class if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans of any Class in accordance with Section 2.11, the aggregate any Lender’s Revolving Exposures attributable to Credit Exposure would exceed such L▇▇▇▇▇’s Revolving Commitment. (ii) On December 31, 2024, the Revolving Commitments shall be permanently and automatically reduced by an aggregate amount of $10,000,000, accompanied by any concurrent prepayment of the Obligations in accordance with Section 2.11 in an amount such Class would that, after giving effect to such Revolving Commitment reduction, no Lender’s Revolving Credit Exposure shall exceed the aggregate such L▇▇▇▇▇’s Revolving Commitment. (iii) The Revolving Commitments shall be permanently and automatically reduced by the amount of such Classany mandatory prepayment made pursuant to Section 2.11(c)(ii). (c) Finance or the Co-Borrowers, as the case may be, The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (bb)(i) of this Section 2.08 at least one three (3) Business Day 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 Finance or the Co-Borrowers, as the case may be, Borrower pursuant to this Section 2.08 Sectionparagraph (c) shall be irrevocable; provided that a notice of termination of the Revolving Commitments of any Class delivered by any Co-the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or conditiontransactions specified therein, in which case such notice may be revoked by such Co-the Borrower (by notice to the Administrative Agent on or prior to the specified effective date of terminationdate) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such ClassCommitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Initial Term Commitments shall terminate at 11:59 p.m., New York City time, on the Effective Date and (ii) the Initial Revolving terminated all Commitments shall terminate on the Initial Revolving Maturity Date. (b) Finance (in the case of the Term Loans) and the Co-Borrowers (in the case of the Revolving Loans) The Company may at any time terminateterminate the Commitments upon (i) the payment in full of all outstanding Loans, together with accrued and unpaid interest thereon and on any Letters of Credit, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or at the discretion of the Administrative Agent a back up standby letter of credit satisfactory to the Administrative Agent) equal to 105% of the LC Exposure as of such date), (iii) the payment in full of the accrued and unpaid fees, and (iv) the payment in full of all reimbursable expenses and other Obligations together with accrued and unpaid interest thereon. (c) The Company may from time to time reduce, reduce the Commitments of any ClassRevolving Commitments; provided that (i) each reduction of the Revolving Commitments of any Class shall be in an amount that is an integral multiple of $500,000 1,000,000 and not less than $1,000,000 unless such amount represents all of the remaining Commitments of such Class 2,000,000 and (ii) the Co-Borrowers Company shall not terminate or reduce the Revolving Commitments of any Class if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans of any Class in accordance with Section 2.11Loans, the aggregate sum of the Revolving Exposures attributable to the Revolving Commitments of such Class would exceed the aggregate lesser of the total Revolving Commitments of such Classand the Borrowing Base. (cd) Finance or the Co-Borrowers, as the case may be, The Company shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) or (c) of this Section 2.08 at least one three Business Day 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 Finance or the Co-Borrowers, as the case may be, Company pursuant to this Section 2.08 shall be irrevocable; provided that a notice of termination of the Revolving Commitments of any Class delivered by any Co-Borrower the Company may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or conditionfacilities, in which case such notice may be revoked by such Co-Borrower the Company (by notice to the Administrative Agent on or prior to the specified effective date of terminationdate) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such ClassCommitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, Each New Tranche A Term Commitment shall terminate on the earlier of (i) the Initial New Tranche A Term Commitments shall terminate at 11:59 Funding Date (following the making of the Tranche A Term Loans to be made on such date) and (ii) 5:00 p.m., New York City time, on the Effective New Tranche A Term Commitment Termination Date and (ii) the Initial regardless of whether any Tranche A Term Loans are made prior to such time. Unless previously terminated, all Revolving Commitments shall terminate on the Initial Revolving Credit Maturity Date. (b) Finance (in the case of the Term Loans) and the Co-Borrowers (in the case of the Revolving Loans) The Borrower may at any time terminate, or from time to time reduce, the Commitments of any ClassRevolving Commitments; provided that (i) each reduction of the Revolving Commitments of any Class shall be in an amount that is an integral multiple of $500,000 1,000,000 and not less than $1,000,000 unless such amount represents all of 10,000,000 (or, if less, the remaining Commitments amount of such Class Commitments) and (ii) the Co-Borrowers Borrower shall not terminate or reduce the Revolving Commitments of any Class if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans of any Class in accordance with Section 2.112.10, the aggregate principal amount of the total Revolving Credit Exposures attributable to the Revolving Commitments of such Class would exceed the aggregate total Revolving Commitments of such ClassCommitments. (c) Finance or the Co-Borrowers, as the case may be, The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under paragraph (b) of this Section 2.08 at least one three (3) Business Day 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 Finance or the Co-Borrowers, as the case may be, Borrower pursuant to this Section 2.08 shall be irrevocable; provided that a notice of termination of the Revolving Commitments of any Class delivered by any Co-the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt instruments of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or conditionIndebtedness, in which case such notice may be revoked by such Co-the Borrower (by notice to the Administrative Agent on or prior to the specified effective date of terminationdate) if such condition is not satisfied. Any termination or reduction of the Revolving Commitments of any Class shall be permanent. Each reduction of the Revolving Commitments of any Class shall shall, except as provided in Section 2.20, be made ratably among the Lenders in accordance with their respective Commitments of such ClassRevolving Commitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Initial Term Commitments shall terminate at 11:59 p.m., New York City time, on the Effective Date and (ii) the Initial Revolving Facility Commitments shall terminate on the Initial Revolving Facility Maturity Date. The parties hereto acknowledge that the Tranche B Term Loan Commitments will terminate at 5 p.m. New York City time on the Closing Date. (b) Finance (in the case of the Term Loans) and the Co-Borrowers (in the case of the Revolving Loans) Each Borrower may at any time terminate, or from time to time reduce, the Commitments of under any ClassFacility; provided that (i) each reduction of the Commitments of under any Class Facility shall be in an amount that is an integral multiple of $500,000 U.S.$1.0 million and not less than $1,000,000 unless such U.S.$5.0 million (or, if less, the remaining amount represents all of the remaining Commitments of such Class Revolving Facility Commitments) and (ii) the Co-Borrowers no Borrower shall not terminate or reduce the Revolving Facility Commitments of any Class if, after giving effect to any concurrent prepayment of the Revolving Facility Loans or Swingline Loans of any Class in accordance with Section 2.11, the aggregate Revolving Exposures attributable to the Revolving Commitments of such Class Facility Credit Exposure would exceed the aggregate total Revolving Commitments of such ClassFacility Commitments. (c) Finance or the Co-Borrowers, as the case may be, Each Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Facility Commitments under paragraph (b) of this Section 2.08 at least one three (3) Business Day Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the applicable Lenders of the contents thereof. Each notice delivered by Finance or the Co-Borrowers, as the case may be, any Borrower pursuant to this Section 2.08 shall be irrevocable; provided that a notice of termination of the Revolving Facility Commitments of any Class delivered by any Co-such Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or conditionfacilities, in which case such notice may be revoked by such Co-Borrower (by notice to the Administrative Agent on or prior to the specified effective date of terminationdate) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of under any Class Facility shall be made ratably among the Lenders in accordance with their respective Commitments of under such ClassFacility.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Initial Term Commitments shall terminate at 11:59 p.m., New York City time, on the Effective Date and (ii) the Initial Revolving all Commitments shall terminate on the Initial Revolving Maturity Date. (b) Finance (in the case of the Term Loans) and the Co-Borrowers (in the case of the Revolving Loans) The Borrower may at any time terminateterminate the Commitments upon (i) the payment in full of all outstanding Loans, together with accrued and unpaid interest thereon and on any Letters of Credit, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Paying Agent of a cash deposit (or at the discretion of the Borrower a back up standby letter of credit reasonably satisfactory to the Paying Agent and the applicable Issuing Bank) equal to 103.75% of the LC Exposure as of such date), (iii) the payment in full of the accrued and unpaid fees, and (iv) the payment in full of all reimbursable expenses and other Obligations together with accrued and unpaid interest thereon. (c) The Borrower may from time to time reducereduce the Revolving Commitments; provided, the Commitments of any Class; provided that (i) each reduction of the Revolving Commitments of any Class shall be in an amount that is an integral multiple of $500,000 5,000,000 and not less than $1,000,000 unless such amount represents all of the remaining Commitments of such Class 5,000,000 and (ii) the Co-Borrowers Borrower shall not terminate or reduce the Revolving Commitments of any Class if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans of any Class in accordance with Section 2.112.09 or Section 2.10, the aggregate Revolving Exposures attributable to the Revolving Commitments of such Class Aggregate Credit Exposure would exceed the lesser of (x) the aggregate Revolving Commitments of such Classand (y) the Borrowing Base. (cd) Finance or the Co-Borrowers, as the case may be, The Borrower shall notify the Administrative Paying Agent of any election to terminate or reduce the Commitments or the Revolving Commitments under paragraph (b) or (c) of this Section 2.08 at least one three Business Day Days prior to the effective date of such termination or reduction, specifying such election election, the aggregate amount of a reduction and the effective date thereof. Promptly following receipt of any such notice, the Administrative Paying Agent shall advise the Lenders of the contents thereof. Each notice delivered by Finance or the Co-Borrowers, as the case may be, Borrower pursuant to this Section 2.08 2.08(d) shall be irrevocable; provided that a notice of termination of the Revolving Commitments of any Class delivered by any Co-Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or condition, in which case such notice may be revoked by such Co-Borrower (by notice to the Administrative Agent on or prior to the specified effective date of termination) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class or Revolving Commitments shall be permanent. Each reduction of the Revolving Commitments of any Class shall be made ratably pro rata among the Lenders in accordance with their respective Commitments of such ClassRevolving Commitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Initial Term Commitments shall terminate at 11:59 5:00 p.m., New York City time, on the Effective Date and (ii) the Initial each Class of Revolving Commitments shall terminate on the Initial applicable Revolving Maturity Date. (b) Finance (in the case of the Term Loans) and the Co-Borrowers (in the case of the Revolving Loans) The Borrower may at any time terminate, or from time to time reduce, the Commitments of any Class; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 and not less than $1,000,000 unless such amount represents all of the remaining Commitments of such Class and (ii) the Co-Borrowers Borrower shall not terminate or reduce the Revolving Commitments of any Class if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans of any Class in accordance with Section 2.11, the aggregate Revolving Exposures attributable would exceed the aggregate Revolving Commitments; provided further, that (1) the Borrower may allocate any termination or reduction of Commitments among Classes of Commitments at its direction (including, for the avoidance of doubt, to the Commitments with respect to any Class of Extended Revolving Commitments without any termination or reduction of the Commitments with respect to any existing Revolving Commitments of the same specified original Revolving Commitment Class) and (2) in connection with the establishment on any date of any Extended Revolving Commitments pursuant to Section 2.21, the original Revolving Commitments of any one or more Lenders providing any such Extended Revolving Commitments on such date shall be reduced in an amount equal to the amount of specified original Revolving Commitments so extended on such date (or, if agreed by the Borrower and the Lenders providing such Extended Revolving Commitments, by any greater amount so long as the Borrower prepays the original Revolving Loans of such Class owed to such Lenders providing such Extended Revolving Commitments to the extent necessary to ensure that after giving effect to such repayment or reduction, the original Revolving Loans of such Class are held by the Lenders of such Class on a pro rata basis in accordance with their original Revolving Commitments of such Class would exceed the aggregate Revolving Commitments of after giving effect to such Classreduction). (c) Finance or the Co-Borrowers, as the case may be, The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section 2.08 at least one Business 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 Co-Borrowers, as the case may be, pursuant to this Section 2.08 shall be irrevocable; provided that a notice of termination of the Revolving Commitments of any Class delivered by any Co-Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or condition, in which case such notice may be revoked by such Co-Borrower (by notice to the Administrative Agent on or prior to the specified effective date of termination) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders within such Class in accordance with their respective Commitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Initial Term Revolving Commitments shall automatically terminate on the Maturity Date. The Term Loan Commitments shall automatically terminate at 11:59 5:00 p.m., New York City Houston time, on the Effective Date and (ii) the Initial Revolving Commitments shall terminate on the Initial Revolving Maturity Term Loan Availability Termination Date. (b) Finance (in the case of the Term Loans) and the Co-Borrowers (in the case of the Revolving Loans) The Borrower may at any time terminate, or from time to time reduce, the Commitments of any ClassRevolving Commitments; provided that (i) each reduction of the Revolving Commitments of any Class shall be in an amount that is an integral multiple of $500,000 1,000,000 and not less than $1,000,000 unless such amount represents all of the remaining Commitments of such Class 5,000,000 and (ii) the Co-Borrowers Borrower shall not terminate or reduce the Revolving Commitments of any Class if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans of any Class in accordance with Section 2.112.10, the aggregate Revolving Exposures attributable to the Revolving Commitments of such Class Credit Exposure would exceed the aggregate total Revolving Commitments Commitments; provided that for purposes of this paragraph, the LC Exposure shall be deemed to be zero if there exists either cash collateral equal to 105% of the LC Exposure or one or more back-up letters of credit for the benefit of the Issuing Bank in form and substance and issued by issuer(s) satisfactory to the Issuing Bank in its sole discretion. Upon the provision of such Classcash collateral or back-up letters of credit and the payment in full of all Obligations, then the Revolving Lenders shall be released from their obligations under Section 2.05(d), and all letter of credit fees accruing after the termination of the Commitments shall be for the account of the Issuing Bank. (c) Finance or the Co-Borrowers, as the case may be, The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under paragraph (b) of this Section 2.08 at least one three Business Day Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Revolving Lenders of the contents thereof. Each notice delivered by Finance or the Co-Borrowers, as the case may be, Borrower pursuant to this Section 2.08 shall be irrevocable; provided that a notice of termination of the Revolving Commitments of any Class delivered by any Co-the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or conditionfacilities, in which case such notice may be revoked by such Co-the Borrower (by notice to the Administrative Agent on or prior to the specified effective date of terminationdate) if such condition is not satisfied. Any termination or reduction of the Revolving Commitments of any Class shall be permanent. Each reduction of the Revolving Commitments of any Class shall be made ratably among the Revolving Lenders in accordance with their respective Commitments of such ClassRevolving Commitments.

Termination and Reduction of Commitments. (a) Unless previously terminatedterminated pursuant to the terms of this Agreement, the Revolving Credit Commitments shall terminate on the Revolving Credit Maturity Date (as it may be extended with respect to some or all of the Revolving Credit Commitments pursuant to Section 2.21(a)). Unless previously terminated pursuant to the terms of this Agreement, the Term Loan Commitments shall terminate on the earliest to occur of the following dates: (i) the Initial Term Commitments shall terminate at 11:59 Loan Draw Date; and (ii) 5:00 p.m., New York City time, on the Effective Date and (ii) the Initial Revolving Commitments shall terminate on the Initial Revolving Maturity Outside Term Loan Draw Date. (b) Finance (in the case of the Term Loans) and the Co-Borrowers (in the case of the Revolving Loans) The Borrower may at any time terminate, or from time to time reduce, the Commitments of any ClassRevolving Credit Commitments; provided that (i) each reduction of the Revolving Credit Commitments of any Class shall be in an amount that is an integral multiple of $500,000 5,000,000 and not less than $1,000,000 unless such amount represents all of the remaining Commitments of such Class 20,000,000 and (ii) the Co-Borrowers Borrower shall not terminate or reduce the Revolving Credit Commitments of any Class if, after giving effect to any concurrent prepayment of the Revolving Credit Loans or Swingline Loans of any Class in accordance with Section 2.112.10, the aggregate Total Revolving Exposures attributable to the Revolving Commitments of such Class Credit Exposure would exceed the aggregate Revolving Credit Facility as a result thereof. The Borrower may at any time terminate, or from time to time reduce, the Term Loan Commitments; provided that each reduction of the Term Loan Commitments shall be in an amount that is an integral multiple of such Class$10,000,000 and not less than $50,000,000. (c) Finance or the Co-Borrowers, as the case may be, The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section 2.08 at least one three Business Day Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Revolving Credit Lenders and/or the Term Loan Lenders, as applicable, of the contents thereof. Each notice delivered by Finance or the Co-Borrowers, as the case may be, Borrower pursuant to this Section 2.08 shall be irrevocable; provided that a notice of termination of the Revolving Commitments of any Class delivered by any Co-the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt closing of the proceeds from the issuance of other Indebtedness one or the occurrence of some other identifiable event or conditionmore securities offerings, in which case such notice may be revoked by such Co-the Borrower (by notice to the Administrative Agent on or prior to the specified effective date of terminationdate) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the applicable Lenders in accordance with their respective Commitments of such ClassCommitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Initial Term Tranche A Commitments, Tranche B Commitments and Tranche C Commitments shall terminate at 11:59 3:00 p.m., New York City time, on the Effective Date earlier of (x) July 15, 1998 and (y) the date of the first Borrowing hereunder and (ii) the Initial Revolving Commitments shall terminate on the Initial Revolving Maturity Date. (b) Finance (in In the case event and on each occasion that any Net Proceeds are received by or on behalf of the Term Loans) and the Co-Borrowers (Borrower or any Subsidiary or Holdings in the case respect of any Prepayment Event, the Revolving LoansCommitments 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 Commitments of any Class; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 1,000,000 and not less than $1,000,000 unless such amount represents all of the remaining Commitments of such Class 5,000,000 and (ii) the Co-Borrowers Borrower shall not terminate or reduce the Revolving Commitments of any Class if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans of any Class in accordance with Section 2.112.10, the aggregate sum of the Revolving Exposures attributable to the Revolving Commitments of such Class would exceed the aggregate total Revolving Commitments of such ClassCommitments. (cd) Finance or the Co-Borrowers, as the case may be, The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (bc) of this Section 2.08 at least one three Business Day 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 Finance or the Co-Borrowers, as the case may be, Borrower pursuant to this Section 2.08 shall be irrevocable; provided that a notice of termination of the Revolving Commitments of any Class delivered by any Co-the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or conditionfacilities, in which case such notice may be revoked by such Co-the Borrower (by notice to the Administrative Agent on or prior to the specified effective date of terminationdate) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Initial Term Commitments shall terminate at 11:59 p.m., New York City time, on the Effective Date and (ii) the Initial Revolving terminated all Commitments shall terminate on the Initial Revolving Maturity Date. (b) Finance (in the case of the Term Loans) and the Co-The Borrowers (in the case of the Revolving Loans) may at any time terminateterminate the Commitments upon (i) the payment in full of all outstanding Loans, together with accrued and unpaid interest thereon and on any Letters of Credit, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or at the discretion of the Administrative Agent a back up standby letter of credit satisfactory to the Administrative Agent) equal to 105% of the LC Exposure as of such date), (iii) the payment in full of the accrued and unpaid fees, and (iv) the payment in full of all reimbursable expenses and other Obligations together with accrued and unpaid interest thereon. (c) The Borrowers may from time to time reduce, reduce the Commitments of any ClassRevolving Commitments; provided that (i) each reduction of the Revolving Commitments of any Class shall be in an amount that is an integral multiple of $500,000 and not less than $1,000,000 unless such amount represents all of the remaining Commitments of such Class 3,000,000 and (ii) the Co-Borrowers shall not terminate or reduce the Revolving Commitments of any Class if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans of any Class in accordance with Section 2.112.10, the aggregate sum of the Revolving Exposures attributable to the Revolving Commitments of such Class would exceed the aggregate lesser of the total Revolving Commitments of such Classand the Borrowing Base. (cd) Finance or the Co-Borrowers, as the case may be, The Borrower Representative shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) or (c) of this Section 2.08 at least one five Business Day 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 Finance or the Co-Borrowers, as the case may be, Borrower Representative pursuant to this Section 2.08 shall be irrevocable; provided that a notice of termination of the Revolving Commitments of any Class delivered by any Co-the Borrower Representative may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or conditionfacilities, in which case such notice may be revoked by such Co-the Borrower Representative (by notice to the Administrative Agent on or prior to the specified effective date of terminationdate) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such ClassCommitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Initial Term Commitments shall terminate at 11:59 p.m., New York City time, upon the Borrowing of Term Loans on the Effective Date and Closing Date, (ii) the Initial 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 Initial Revolving Maturity Date.. NAI-1532775236v11532775236v9 69 Blue Bird Body Company Credit Agreement (b) Finance (in the case of the Term Loans) and the Co-Borrowers (in the case of the Revolving Loans) The Borrower may at any time terminate, or from time to time reduce, the Commitments of any Class; Revolving Commitments, provided that (i) each reduction of the Revolving Commitments of any Class shall be in an amount that is an integral multiple of $500,000 and not less than $1,000,000 unless such amount represents all of the remaining Commitments of such Class and (ii) the Co-Borrowers Borrower shall not terminate or reduce the Revolving Commitments of any Class if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans of any Class in accordance with Section 2.11, the aggregate Revolving Exposures attributable to the Revolving Commitments of such Class would exceed the aggregate Revolving Commitments of such ClassCommitments. (c) Finance or the Co-Borrowers, as the case may be, The Borrower shall notify provide written notice to the Administrative Agent of any election to terminate or reduce the Revolving Commitments under paragraph (b) of this Section 2.08 at least one five (5) U.S. Government Securities Business Day 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 Finance or the Co-Borrowers, as the case may be, Borrower pursuant to this Section 2.08 shall be irrevocable; , provided that a notice of termination of the Revolving Commitments of any Class delivered by any Co-the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or condition, in which case such notice may be revoked or postponed by such Co-the Borrower (by notice to the Administrative Agent on or prior to the specified effective date of termination) if such condition is not satisfied. Any termination or reduction of the Revolving Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the 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) Finance (in Upon delivering the case of the Term Loans) and the Co-Borrowers (in the case of the Revolving Loans) notice required by Section 2.09(d), Borrower may at any time terminateterminate the Commitments (without premium or penalty) upon (i) the payment in full of all outstanding Loans, together with accrued and unpaid interest thereon, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the Cash Collateralization or Backstop of such Letter of Credit), and (iii) the payment in full of all accrued and unpaid fees and all reimbursable expenses and other Obligations then earned, due, and owing as of such termination together with accrued and unpaid interest thereon. (c) Upon delivering the notice required by Section 2.09(d), Borrower may from time to time reduce, reduce the Commitments of any Class(without premium or penalty); provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 and not less than $1,000,000, and in integral multiples of $1,000,000 unless such amount represents all of the remaining Commitments of such Class thereafter, and (ii) the Co-Borrowers Borrower shall not terminate or reduce the Revolving Commitments of any Class if, after giving AMENDED AND RESTATED ABL CREDIT AGREEMENT effect to any concurrent prepayment of the Revolving Loans or Swingline Loans of any Class in accordance with Section 2.112.10, the sum of the aggregate Revolving Exposures attributable to the Revolving Commitments of such Class would exceed the aggregate Revolving Available Commitments; provided, that any reduction of the Commitments of such Classmust include a corresponding reduction in the maximum LC Exposure, under Section 2.06(b). (cd) Finance or the Co-Borrowers, as the case may be, Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) or (c) of this Section 2.08 2.09 at least one three Business Day 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 Finance or the Co-Borrowers, as the case may be, Borrower pursuant to this Section 2.08 2.09 shall be irrevocable; provided that a notice of termination of the Revolving Commitments of any Class delivered by any Co-Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities facilities, other debt or the receipt of the proceeds from the issuance of other Indebtedness equity issuances, an asset sale or the occurrence of some other identifiable event or conditionan investment, in which case such notice may be revoked by such Co-Borrower (by notice to the Administrative Agent on or prior to the specified effective date of terminationdate) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class pursuant to this Section 2.09 shall be permanent. Each Upon any reduction of the Commitments Commitments, the Commitment of any Class each Lender shall be made ratably among the Lenders in accordance with their respective Commitments reduced by such Lender’s Applicable Percentage of such Classreduction amount.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Initial Revolving Credit Commitments shall terminate on the Maturity Date and any unused portion of the Term Loan Commitments shall terminate at 11:59 p.m., 5:00 p.m. New York City time, on the Effective Date and (ii) last day of the Initial Revolving Commitments shall terminate on the Initial Revolving Maturity DateTransition Period. (b) Finance (in the case of the Term Loans) and the Co-Borrowers (in the case of the Revolving Loans) The Primary Borrower may at any time terminate, or from time to time reduce, the Commitments of any ClassRevolving Credit Commitments; provided that (ix) each reduction of the Revolving Credit Commitments of any Class shall be in an amount that is an integral multiple of $500,000 1,000,000 and not less than $1,000,000 unless such amount represents all of the remaining Commitments of such Class 10,000,000, and (iixx) the Co-Borrowers Primary Borrower shall not terminate or reduce the Revolving Credit Commitments of any Class if, after giving effect to any concurrent prepayment of the Revolving Credit Loans or Swingline Loans of any Class in accordance with Section 2.11, the aggregate Revolving Exposures attributable to (i) the Revolving Commitments Credit Exposure of any Lender would exceed such Class Lender's Revolving Credit Commitment or (ii) the sum of the total Revolving Credit Exposure and the total Competitive Loan Exposures would exceed the aggregate total Revolving Commitments of such ClassCredit Commitments. (c) Finance or the Co-Borrowers, as the case may be, The Primary Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section 2.08 at least one three (3) Business Day 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 Finance or the Co-Borrowers, as the case may be, Primary Borrower pursuant to this Section 2.08 shall be irrevocable; provided that a notice of termination of the Revolving Commitments of any Class delivered by any Co-the Primary Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or conditionfacilities, in which case such notice may be revoked by such Co-the Primary Borrower (by notice to the Administrative Agent on or prior to the specified effective date of terminationdate) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Revolving Credit Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such ClassApplicable Percentages.

Termination and Reduction of Commitments. (a) Unless ----------------------------------------- previously terminated, (i) the Initial Term Tranche A Commitments, shall terminate at 5:00 p.m. on the last day of the Tranche A Availability Period and (ii) Tranche B Commitments shall terminate at 11:59 5:00 p.m., New York City time, on the Effective Date and (iiiii) the Initial Revolving Commitments shall terminate on the Initial Revolving Maturity Date. (b) Finance (in the case of the Term Loans) and the Co-Borrowers (in the case of the Revolving Loans) The Borrower may at any time terminate, or from time to time reduce, the Commitments of any Class; provided that (i) each reduction of the -------- Commitments of any Class shall be in an amount that is an integral multiple of $500,000 1,000,000 and not less than $1,000,000 unless such amount represents all of the remaining Commitments of such Class 10,000,000 and (ii) the Co-Borrowers Borrower shall not terminate or reduce the Revolving Commitments of any Class if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans of any Class in accordance with Section 2.11, the aggregate sum of the Revolving Exposures attributable to the Revolving Commitments of such Class would exceed the aggregate total Revolving Commitments of such ClassCommitments. (c) Finance If any prepayment of Term Borrowings is required pursuant to Section 2.11 but cannot be made because there are no Term Borrowings outstanding, or because the amount of the required prepayment exceeds the outstanding amount of Term Borrowings, then, on the date that such prepayment is required, first, the Tranche A Term Commitments, and, if insufficient, second the Revolving Commitments shall be reduced by an aggregate amount equal to the amount of the required prepayment, or the Co-Borrowersexcess of such amount over the outstanding amount of Term Borrowings, as the case may be, . (d) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section 2.08 Section, or any required reduction of the Revolving Commitments under paragraph (c) of this Section, at least one three Business Day 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 Finance or the Co-Borrowers, as the case may be, Borrower pursuant to this Section 2.08 shall be irrevocable; provided that a notice -------- of termination of the Revolving Commitments of any Class delivered by any Co-the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or conditionfacilities, in which case such notice may be revoked by such Co-the Borrower (by notice to the Administrative Agent on or prior to the specified effective date of terminationdate) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Initial The Closing Date Term Commitments shall terminate at 11:59 p.m., New York City time, existing on the Closing Date shall automatically terminate upon the making of the Closing Date Term Loans on the Closing Date, (ii) the 2021 Incremental Term Loan Commitments existing on the 2021 Incremental Joinder Effective Date shall automatically terminate upon the making of the 2021 Incremental Term Loans on the 2021 Incremental Joinder Effective Date and (ii) unless previously terminated, the Initial Revolving Credit Commitments shall terminate on the Initial Revolving Credit Maturity Date. (b) Finance (in Upon delivering the case of notice required by Section 2.08(d), the Term Loans) and the Co-Borrowers (in the case of the Revolving Loans) Borrower may at any time terminateterminate the Revolving Credit Commitments upon (i) the payment in full in Cash of all outstanding Revolving Loans and Swingline Loans, together with accrued and unpaid interest thereon, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a Cash deposit (or if reasonably satisfactory to the Administrative Agent and the applicable Issuing Bank, a backup standby letter of credit) equal to 103% of the LC Exposure as of such date) and (iii) the payment in full of all accrued and unpaid fees and all reimbursable expenses and other non-contingent Obligations with respect to the Revolving Facility then due, together with accrued and unpaid interest (if any) thereon. (c) Upon delivering the notice required by Section 2.08(d), the Borrower may from time to time reduce, reduce the Commitments of any ClassRevolving Credit Commitments; provided that (i) each reduction of the Revolving Credit Commitments of any Class shall be in an amount that is an integral multiple of the Dollar Equivalent of $500,000 100,000 and not less than the Dollar Equivalent or $1,000,000 unless such amount represents all of the remaining Commitments of such Class and (ii) the Co-Borrowers Borrower shall not terminate or reduce the Revolving Credit 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 2.112.09 or Section 2.10, the aggregate Aggregate Revolving Exposures attributable to the Revolving Commitments of such Class Credit Exposure would exceed the aggregate Total Revolving Commitments of such ClassCredit Commitment. (cd) Finance or the Co-Borrowers, as the case may be, The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) or (c) of this Section 2.08 at least one Business 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 Revolving Lenders of the contents thereof. Each notice delivered by Finance or the Co-Borrowers, as the case may be, Borrower pursuant to this Section 2.08 shall be irrevocable; provided that a notice of termination of the Revolving Credit Commitments of any Class delivered by any Co-the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or conditiontransactions, in which case such notice may be revoked by such Co-the Borrower (by notice to the Administrative Agent on or prior to the specified effective date of terminationdate) if such condition is not satisfied. Any termination or reduction of the Revolving Credit Commitments of any Class pursuant to this Section 2.08 shall be permanent. Each Upon any reduction of the Commitments Revolving Credit Commitments, the Revolving Credit Commitment of any Class each Revolving Lender shall be made ratably among the Lenders in accordance with their respective Commitments reduced by such Revolving Lender’s Applicable Percentage of such Classreduction amount.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Initial Construction/Term Commitments shall terminate at 11:59 5:00 p.m., New York City time, on the Effective Construction Availability End Date and (after giving effect to any Construction/Term Loan made on such date), (ii) the Initial Revolving Term Commitments shall terminate at 5:00 p.m., New York City time, on the Initial Revolving Closing Date (after giving effect to the Term Loans required to be made on such date) and (iii) the Working Capital Commitments and L/C Commitments shall terminate at 5:00 p.m., New York City time, on the Maturity Date. (b) Finance (in the case of the Term Loans) and the Co-Borrowers (in the case of the Revolving Loans) The Borrower may at any time terminate, or from time to time reduce, the Commitments of under any ClassFacility; provided that (i) each reduction of the Commitments of under any Class Facility shall be in an amount that is an integral multiple of $500,000 and not less than $1,000,000 unless such 100,000 (or, if less, the remaining amount represents all of the remaining Commitments of such Class applicable Commitments) and (ii) (A) the Co-Borrowers Borrower shall not voluntarily terminate or reduce the Revolving Working Capital Commitments of any Class if, after giving effect to any concurrent prepayment of the Revolving Working Capital Loans or Swingline Loans of any Class in accordance with Section 2.11, the aggregate Revolving Exposures attributable to the Revolving Commitments of such Class Working Capital Facility Exposure would exceed the aggregate Revolving total Working Capital Commitments, (B) the Borrower shall not voluntarily terminate or reduce the L/C Commitments with respect to any Tranche if, after giving effect to any concurrent prepayment of L/C Loans in respect of such ClassTranche in accordance with Section 2.11, the L/C Facility Exposure for such Tranche would exceed the total L/C Commitments for such Tranche, (C) the Borrower shall not voluntarily terminate or reduce the Construction/Term Commitments if the remaining Available Unused Commitments in respect of the Construction/Term Commitments, together with the funds on deposit in the Construction Account and the Local Accounts (other than for payment of O&M Costs), could not reasonably be expected to be sufficient to fund all remaining Project Costs through the Commercial Operation Date for Gateway Expansion II, as set forth in a certificate of a Responsible Officer of the Borrower and confirmed by the Independent Engineer (other than in connection with a Permitted Project Disposition) and (D) the Borrower shall not voluntarily terminate or reduce the Term Commitments unless, after giving effect to any such termination or reduction, the aggregate outstanding principal amount of the Term Loans and any remaining Available Unused Commitments in respect of the Term Commitments shall not exceed the Term Commitments remaining after giving effect to such termination or reduction. (c) Finance or The Borrower shall, in connection with any mandatory prepayment pursuant to Section 2.11(b)(iv), fully prepay the Co-Borrowers, as Construction/Term Loan Facility and terminate the case may be, unused Construction Term/Loan Commitments. (d) The Borrower shall notify the Administrative Agent in writing of any election to terminate or reduce the Commitments under paragraph (b) of this Section 2.08 above at least one three (3) Business Day Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the applicable Lenders of the contents thereof. Each notice delivered by Finance or the Co-Borrowers, as the case may be, Borrower pursuant to this Section 2.08 clause (c) shall be irrevocable; provided that a notice of termination of the Revolving Commitments of any Class delivered by any Co-the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or conditionfacilities, in which case such notice may be revoked by such Co-the Borrower (by notice to the Administrative Agent on or prior to the specified effective date of terminationdate) if such condition is not satisfied. . (e) Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of under any Class Facility shall be made ratably among the Lenders in accordance with their respective Commitments of under such ClassFacility and Tranche, as applicable.

Termination and Reduction of Commitments. (a) Unless previously terminatedreduced or terminated pursuant to this Section 2.03, (i) the Initial Term Commitments shall terminate at 11:59 p.m., New York City time, on the Effective Date and (ii) the Initial Revolving each Issuing Bank’s Commitments shall terminate on the Initial Revolving Maturity Termination Date. If the Closing Date does not occur on or before July 15, 2024, then each Issuing Bank’s Commitments shall terminate on July 15, 2024 at 11:59 p.m. New York City time. (b) Finance (in the case of the Term Loans) and the Co-Borrowers (in the case of the Revolving Loans) The Borrower may at any time terminate, or from time to time reduce, any of the Commitments of any ClassCommitments; provided that that, (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 10,000,000 and not less than $1,000,000 unless such amount represents all of the remaining Commitments of such Class 50,000,000 and (ii) the Co-Borrowers Borrower shall not terminate or reduce the Revolving Commitments of any Class if, after giving effect to any concurrent prepayment if the USD Equivalent of the Revolving Loans or Swingline Loans of any Class in accordance with Section 2.11, the aggregate Revolving total Exposures attributable to the Revolving Commitments of such Class would exceed the aggregate Revolving Commitments of such Classtotal Commitments. (c) Finance or the Co-Borrowers, as the case may be, The Borrower shall notify the Administrative Agent of any election to terminate or reduce any of the Commitments under paragraph (b) of this Section 2.08 2.03 at least one three Business Day 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 applicable Issuing Banks of the contents thereofthereof in writing. Each notice delivered by Finance or the Co-Borrowers, as the case may be, Borrower pursuant to this Section 2.08 2.03 shall be irrevocable; provided that that, a notice of termination of the Revolving Commitments of any Class delivered by any Co-the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt closing of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or conditiona capital markets transaction, in which case such notice may be revoked by such Co-the Borrower (by notice to the Administrative Agent on or prior to the specified effective date of terminationdate) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction The Borrower shall use its commercially reasonable efforts to the extent practicable (taking into account the currencies of, and jurisdictions where, Issuances are required and the requirements of the beneficiaries of such Issuances) to reduce Commitments of any Class shall be made ratably on a substantially ratable basis among the Lenders in accordance with their respective Commitments Issuing Banks over the life of such Classthis Facility.

Termination and Reduction of Commitments. (a) Unless previously terminated, The Initial U.S. Term Loan Commitment and Cayman Term Loan Commitment shall automatically terminate upon the making of the Term Loans on the Third Restatement Date. The Initial Revolving Credit Commitments 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 Initial Term Revolving Credit Commitments shall terminate at 11:59 p.m., New York City time, on the Effective Date and (ii) the Initial date five Business Days prior to the Revolving Commitments shall terminate on the Initial Revolving Credit Maturity Date. (b) Finance (in Upon at least three Business Days’ prior written or fax notice to the case of Administrative Agent, the Term Loans) and the Co-Borrowers (in the case of the Revolving Loans) may at any time in whole permanently terminate, or from time to time in part permanently reduce, the U.S. Term Loan Commitments, the Cayman Term Loan Commitments of any Classor the Revolving Credit Commitments, as applicable; provided provided, however, that (i) each partial reduction of each of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 1,000,000 and not less than in a minimum amount of $1,000,000 unless such amount represents all of the remaining Commitments of such Class 5,000,000 and (ii) the Co-Borrowers Total Revolving Credit Commitment shall not terminate or reduce be reduced to an amount that is less than the Aggregate Revolving Commitments of any Class ifCredit Exposure at the time; provided, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans of any Class in accordance with Section 2.11further, the aggregate Revolving Exposures attributable to the Revolving Commitments of such Class would exceed the aggregate Revolving Commitments of such Class. (c) Finance or the Co-Borrowers, as the case may be, shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section 2.08 at least one Business 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 Co-Borrowers, as the case may be, pursuant to this Section 2.08 shall be irrevocable; provided that a notice of termination of the Revolving Commitments of any Class delivered by any Co-Borrower may state that such notice is may be conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from or the issuance of other Indebtedness debt or the occurrence of some any other identifiable event or conditiontransaction, in which case case, such notice may be revoked by if such Co-Borrower (by notice to the other credit facilities do not become effective, such proceeds are not received, such debt is not issued or such other transaction is not consummated. The Administrative Agent on or prior shall promptly advise the Lenders of any notice given (and the contents thereof) pursuant to the specified effective date of terminationthis Section 2.09. (c) if such condition is not satisfied. Any termination or Each reduction of in the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments; provided that if at any time more than one Class of Revolving Credit Commitments are outstanding, any such reduction or termination shall be allocated ratably according to the Pro Rata Percentages of each Revolving Credit Lender without regard to the Class of Revolving Credit Commitments held by such Revolving Credit Lender (unless the Incremental Assumption Agreement or the Refinancing Amendment creating any additional Class of Revolving Credit Commitments provides that the Revolving Credit Commitments maturing at an earlier date than such additional Revolving Credit Commitments may be reduced or terminated on a greater than pro rata basis, in which case such Revolving Credit Commitments shall be reduced or terminated according to the terms thereof). The U.S. Borrower shall pay to the Administrative Agent for the account of the applicable Lenders, on the date of each termination or reduction, the Commitment Fees (if any) on the amount of the Commitments so terminated or reduced accrued to but excluding the date of such Classtermination or reduction.

Termination and Reduction of Commitments. (a) Unless previously terminatedThe Term Loan Commitments (other than any Incremental Term Loan Commitments, (i) the Initial Term Commitments which shall terminate in accordance with the applicable Incremental Term Loan Assumption Agreement) shall automatically terminate at 11:59 5:00 p.m., New York City time, on the Effective Date Restatement Date. The Revolving Credit Commitments, the UF L/C Commitments and (ii) the Initial Revolving Commitments Swingline Commitment shall automatically terminate on the Initial Revolving Credit Maturity Date. The PF L/C Commitments shall automatically terminate on the PF Maturity Date. (b) Finance (in Upon at least three Business Days’ prior irrevocable written or fax notice to the case of Administrative Agent, the Term Loans) and the Co-Borrowers (in the case of the Revolving Loans) Borrower may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Term Loan Commitments, the Revolving Credit Commitments or the Letter of Credit Facility Commitments of any a Class; provided provided, however, that (i) each partial reduction of the Term Loan Commitments, the Revolving Credit Commitments or the Letter of Credit Facility Commitments of any a Class shall be in an amount that is an integral multiple of $500,000 and not less than $1,000,000 unless such amount represents all of the remaining Commitments of such Class and 1,000,000, (ii) the Co-Borrowers Total Revolving Credit Commitment shall not terminate or reduce be reduced to an amount that is less than the Aggregate Revolving Commitments of any Class ifCredit Exposure at the time, after giving effect to any concurrent prepayment (iii) the aggregate amount of the Revolving UF L/C Commitments shall not be reduced to an amount that is less than the sum of the outstanding UF L/C Loans or Swingline Loans of any Class in accordance with Section 2.11, and the UF L/C Exposure at the time and (iv) the aggregate Revolving Exposures attributable amount of the PF L/C Commitments shall not be reduced to an amount that is less than the Revolving Commitments sum of such Class would exceed the aggregate Revolving Commitments of such Classoutstanding PF L/C Loans and the PF L/C Exposure at the time. (c) Finance Each reduction in the Term Loan Commitments, the Revolving Credit Commitments or the Co-Borrowers, as the case may be, shall notify the Administrative Agent Letter of any election to terminate or reduce the Commitments under paragraph (b) of this Section 2.08 at least one Business 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 Co-Borrowers, as the case may be, pursuant to this Section 2.08 shall be irrevocable; provided that a notice of termination of the Revolving Credit Facility Commitments of any a Class delivered by any Co-Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or condition, in which case such notice may be revoked by such Co-Borrower (by notice to the Administrative Agent on or prior to the specified effective date of termination) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments. The Borrower shall pay to the Administrative Agent for the account of the applicable Lenders, on the date of each termination or reduction, the Commitment Fees, UF L/C Commitment Fees or PF L/C Commitment Fees, as the case may be, on the amount of the Commitments so terminated or reduced accrued to but excluding the date of such Classtermination or reduction. In addition, in connection with any reduction or termination of the PF L/C Commitments pursuant to this Section 2.09, the Administrative Agent shall return to the PF Lenders, from the Credit-Linked Deposit Account, in accordance with their respective PF Pro Rata Percentages, an amount equal to the amount of such reduction or termination.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) all the 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) Finance (in the case of the Term Loans) and the Co-Borrowers (in the case of the Revolving Loans) The Borrower may at any time terminateterminate the Revolving Commitments upon (i) the payment in full of all outstanding Revolving Loans and LC Disbursements, together with accrued and unpaid interest thereon, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or at the discretion of the Administrative Agent a backup standby letter of credit satisfactory to the Administrative Agent and the relevant Issuing Banks) in an amount equal to 105% of the LC Exposure as of such date), (iii) the payment in full of the accrued and unpaid fees and (iv) the payment in full of all reimbursable expenses and other Obligations together with accrued and unpaid interest thereon. (c) The Borrower may from time to time reduce, reduce the Commitments of any ClassRevolving Commitments; provided that (i) each reduction of the Revolving Commitments of any Class shall be in an amount that is an integral multiple of $500,000 1,000,000 and not less than $1,000,000 unless such amount represents all of the remaining Commitments of such Class and (ii) the Co-Borrowers Borrower shall not terminate or reduce the Revolving Commitments of any Class if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans of any Class in accordance with Section 2.11, the aggregate Aggregate Revolving Exposures attributable to the Revolving Commitments of such Class Exposure would exceed the aggregate Revolving Commitments of such ClassCommitments. (cd) Finance or the Co-Borrowers, as the case may be, The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under paragraph (b) or (c) of this Section 2.08 at least one three (3) Business Day 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 Finance or the Co-Borrowers, as the case may be, Borrower pursuant to this Section 2.08 shall be irrevocable; provided that a notice of termination of the Revolving Commitments of any Class delivered by any Co-the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or conditiontransactions specified therein, in which case such notice may be revoked by such Co-the Borrower (by notice to the Administrative Agent on or prior to the specified effective date of terminationdate) if such condition is not satisfied. Any termination or reduction of the Revolving Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such ClassRevolving Commitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Initial Term Tranche A Commitments shall terminate at 11:59 5:00 p.m., New York City time, on the Effective Date and Closing Date, (ii) the Initial Tranche X Commitments shall terminate at 5:00 p.m., New York City time, on the Closing Date and (iii) the Revolving Commitments and the Swingline Commitment shall terminate on the Initial Revolving Maturity Date. (b) Finance (in the case of the Term Loans) and the Co-Borrowers (in the case of the Revolving Loans) The Borrower may at any time terminate, or from time to time reduce, the Commitments of any Class; , provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 1,000,000 and not less than $1,000,000 unless such 5,000,000 or if less, the entire remaining amount represents all of the remaining Commitments of such Class and (ii) the Co-Borrowers Borrower shall not terminate or reduce the Revolving Commitments of any Class if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans of any Class in accordance with Section 2.112.09, the aggregate Revolving Exposures (excluding, in the case of any termination of the Revolving Commitments, the portion of the Revolving Exposures attributable to outstanding Letters of Credit if and to the extent that the Borrower has made arrangements satisfactory to the Administrative Agent and the Issuing Bank with respect to such Letters of Credit and the Issuing Bank has released the Revolving Commitments Lenders from their participation obligations with respect to such Letters of such Class Credit) would exceed the aggregate Revolving Commitments of such ClassCommitments. (c) Finance or the Co-Borrowers, as the case may be, The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section 2.08 at least one three Business Day 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 Finance or the Co-Borrowers, as the case may be, Borrower pursuant to this Section 2.08 shall be irrevocable; , provided that a notice of termination of the Revolving Commitments of any Class delivered by any Co-the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or conditionIndebtedness, in which case such notice may be revoked by such Co-the Borrower (by notice to the Administrative Agent on or prior to the specified effective date of terminationdate) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the 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 automatically terminate on the Initial Revolving Credit Maturity Date. (b) Finance (in . Upon delivering the case of notice required by Section 2.09(d), the Term Loans) and the Co-Borrowers (in the case of the Revolving Loans) Lead Borrower may at any time terminateterminate the Commitments of any Class upon (i) the payment in full in Cash of all outstanding Revolving Loans of such Class, together with accrued and unpaid interest thereon, (ii) the cancellation and return of all outstanding Letters of Credit of such Class (or alternatively, with respect to each outstanding Letter of Credit, the furnishing to the Administrative Agent of a Cash deposit (or, if reasonably satisfactory to the applicable Issuing Bank, a backstop standby letter of credit) equal to 100% of the LC Exposure in respect of such Class (minus the amount then on deposit in the LC Collateral Account) as of such date) and (iii) the payment in full of all accrued and unpaid fees and all reimbursable expenses and other non-contingent Obligations with respect to the Revolving Facility of such Class then due, together with accrued and unpaid interest (if any) thereon; provided that, at any time that any Additional Revolving Commitments in respect of the Additional European Incremental Revolving Facility are outstanding hereunder, the Initial Commitments may not be terminated unless such Additional Revolving Commitments are terminated concurrently therewith. Upon delivering the notice required by Section 2.09(d), the Lead Borrower may from time to time reduce, reduce the Commitments of any ClassCommitments; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 1,000,000 and not less than $1,000,000 unless such amount represents all of the remaining Commitments of such Class and 1,000,000, (ii) each reduction of the Co-Borrowers Initial Commitment shall solely be a reduction of the Initial Primary Commitment and, for the avoidance of doubt, shall not terminate or be a reduction of the Initial Peak Season Commitment, (iii) at any time following the effectiveness of the Additional European Incremental Revolving Facility, the Initial Commitments shall not be reduced if, after giving effect to such reduction, the Initial Commitments outstanding at such time would constitute less than 50% of the Aggregate Commitments outstanding at such time and (iv) the Lead Borrower shall not reduce the Revolving Commitments of any Class if, after giving effect to any concurrent prepayment of the Revolving Loans or and Swingline Loans of any Class in accordance with Section 2.10 or Section 2.11, (A) the aggregate Total Revolving Exposures attributable to the Revolving Commitments of such Class Credit Exposure would exceed the Aggregate Commitment, (B) the aggregate Initial Revolving Commitments Credit Exposure of all Lenders would exceed the Aggregate North American Commitment, (C) any Initial Revolving Lender’s Initial Revolving Credit Exposure would exceed such Class. Initial Revolving Lender’s Initial Commitment or, (cD) Finance the aggregate Initial Revolving Credit Exposure attributable to Credit Extensions made to the Canadian Borrower and Spanish Borrower collectively would exceed the Canadian/Spanish Borrower Sublimit or (E) the Co-Borrowers, as aggregate principal amount of FILO Revolving Loans outstanding at such time would exceed the case may be, FILO Revolving Line Cap applicable at such time. 133208524_1 The Lead Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) or (c) of this Section 2.08 2.09 in writing at least one three (3) Business Day Days prior to the effective date of such termination or reductionreduction (or such later date to which the Administrative Agent may agree), specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the applicable Class of the contents thereof. Each notice delivered by Finance or the Co-Borrowers, as the case may be, Lead Borrower pursuant to this Section 2.08 2.09 shall be irrevocable; provided that a notice of termination of the Revolving Commitments of any Class delivered by any Co-the Lead Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities transactions or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or conditioncontingencies, in which case such notice may be revoked by such Co-the Lead Borrower (by notice to the Administrative Agent on or prior to the specified effective date of terminationdate) if such condition is not satisfied. Any effective termination or reduction of the Commitments of any Class pursuant to this Section 2.09 shall be permanent. Each Upon any reduction of the Commitments Commitments, the Commitment of any Class each Lender shall be made ratably among the Lenders in accordance with their respective Commitments reduced by such Lender’s Applicable Percentage of such Classreduction amount.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Initial Term Loan Commitments shall terminate at 11:59 p.m., New York City time, when funding is received by the Borrowers on the Effective Date and (ii) the Initial Revolving all other Commitments shall terminate on the Initial Revolving earlier to occur of (A) the Maturity DateDate and (B) the occurrence of any event described in clause (i) or (ii) of Section 2.12(g). (b) Finance (in the case of the Term Loans) and the Co-Borrowers (in the case of the Revolving Loans) The Borrower Representative may at any time terminateterminate the Revolving Commitments upon (i) the payment in full in cash of all outstanding Loans, together with accrued and unpaid interest thereon and on any Letters of Credit; (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to such Letters of Credit, the deposit by the applicable Borrower in the applicable LC Collateral Accounts of cash (or, with the consent of the Administrative Agent, the Required Lenders and each applicable Issuing Bank, a back-up standby letter of credit) equal to 105% of the LC Exposure as of such date in accordance with Section 2.06(j); (iii) the payment in full in cash of the accrued and unpaid fees; and (iv) the payment in full in cash of all accrued and unpaid reimbursable expenses and other Obligations together with accrued and unpaid interest thereon. (c) The Borrower Representative may from time to time reduce, reduce the Commitments of any ClassRevolving Commitments; provided that (i) each reduction of the Revolving Commitments of any Class shall be in an amount that is an integral multiple of $500,000 10,000,000 and not less than $1,000,000 unless such amount represents all of 25,000,000 (or, in either case, if less, the aggregate remaining Commitments of such Class Revolving Commitment) and (ii) the Co-Borrowers shall not terminate or reduce the Revolving Commitments of any Class if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans of any Class in accordance with Section 2.11, the aggregate Aggregate Revolving Exposures attributable to the Revolving Commitments of such Class Exposure would exceed the aggregate Revolving Commitments of such ClassCommitments. (cd) Finance or the Co-Borrowers, as the case may be, The Borrower Representative shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) or (c) of this Section 2.08 at least one three Business Day 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 Finance or the Co-Borrowers, as the case may be, Borrower Representative pursuant to this Section 2.08 shall be irrevocable; provided that a notice of termination of the Revolving Commitments of any Class delivered by any Co-the Borrower Representative may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or conditionfacilities, in which case such notice may be revoked by such Co-the Borrower Representative (by notice to the Administrative Agent on or prior to the specified effective date of terminationdate) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such ClassCommitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Initial Term Revolving Commitments shall automatically terminate on the Maturity Date. The Term Loan Commitments shall automatically terminate at 11:59 5:00 p.m., New York City Houston time, on the Effective Date and (ii) the Initial Revolving Commitments shall terminate on the Initial Revolving Maturity Date. (b) Finance (in the case of the Term Loans) and the Co-Borrowers (in the case of the Revolving Loans) The Borrower may at any time terminate, or from time to time reduce, the Commitments of any ClassRevolving Commitments; provided that (i) each reduction of the Revolving Commitments of any Class shall be in an amount that is an integral multiple of $500,000 1,000,000 and not less than $1,000,000 unless such amount represents all of the remaining Commitments of such Class 5,000,000 and (ii) the Co-Borrowers Borrower shall not terminate or reduce the Revolving Commitments of any Class if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans of any Class in accordance with Section 2.112.10, the aggregate Revolving Exposures attributable Credit Exposure would exceed the total Revolving Commitments; provided that for purposes of this paragraph, the LC Exposure shall be deemed to be zero if there exists either cash collateral equal to 105% of the LC Exposure or one or more back-up letters of credit for the benefit of each applicable Issuing Bank in form and substance and issued by issuer(s) satisfactory to each such Issuing Bank in its sole discretion. Upon the provision of such cash collateral or back-up letters of credit and the payment in full of all Obligations, then the Revolving Lenders shall be released from their obligations under Section 2.05(d), and all letter of credit fees accruing after the termination of the Revolving Commitments shall be for the account of such Class would exceed the aggregate Revolving Commitments of such Classapplicable Issuing Banks. (c) Finance or the Co-Borrowers, as the case may be, The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under paragraph (b) of this Section 2.08 at least one three (3) Business Day Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Revolving Lenders of the contents thereof. Each notice delivered by Finance or the Co-Borrowers, as the case may be, Borrower pursuant to this Section 2.08 shall be irrevocable; provided that a notice of termination of the Revolving Commitments of any Class delivered by any Co-the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or conditionfacilities, in which case such notice may be revoked by such Co-the Borrower (by notice to the Administrative Agent on or prior to the specified effective date of terminationdate) if such condition is not satisfied. Any termination or reduction of the Revolving Commitments of any Class shall be permanent. Each reduction of the Revolving Commitments of any Class shall be made ratably among the Revolving Lenders in accordance with their respective Commitments of such ClassRevolving Commitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Initial Term Commitments shall terminate at 11:59 5:00 p.m., New York City time, on the Effective earliest of (A) May 5, 2008, (B) the date of the consummation of the IPO and (C) the Initial Funding Date and (ii) the Initial Revolving Commitments shall terminate at 5:00 p.m., New York City time, on the Initial Revolving Maturity Date, or such earlier date on which the Term Commitments have terminated without the Term Loans having been made or the Term Loans have been paid in full. (b) Finance (in the case of the Term Loans) and the Co-Borrowers (in the case of the Revolving Loans) The Borrower may at any time time, without premium or penalty, terminate, or from time to time reduce, the Commitments of any Class; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 1,000,000 and not less than $1,000,000 unless such amount represents all of the remaining Commitments of such Class 5,000,000 and (ii) the Co-Borrowers Borrower shall not terminate or reduce the Revolving Commitments of any Class if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans of any Class in accordance with Section 2.112.08, the aggregate of the Revolving Exposures attributable to the Revolving Commitments of such Class would exceed the aggregate Revolving Commitments of such ClassCommitments. (c) Finance or the Co-Borrowers, as the case may be, The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section 2.08 at least one three Business Day 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 Finance or the Co-Borrowers, as the case may be, Borrower pursuant to this Section 2.08 shall be irrevocable; provided that a notice of termination of the Revolving Commitments of any Class delivered by any Co-the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or conditionfacilities, in which case such notice may be revoked by such Co-the Borrower (by notice to the Administrative Agent on or prior to the specified effective date of terminationdate) if such condition is not satisfied. . (d) Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such Class.

Termination and Reduction of Commitments. Increase in Commitments. (a) Unless previously terminated, (i) terminated the 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) Finance (in the case of the Term Loans) and the Co-The Borrowers (in the case of the Revolving Loans) may at any time terminateterminate the Commitments upon (i) the payment in full in cash of all outstanding Loans, together with accrued and unpaid interest thereon and on any LC Exposure, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the Cash Collateralization (or, at the discretion of the Administrative Agent, a back- up standby letter of credit satisfactory to the Administrative Agent and the Issuing Bank)) of all outstanding Letters of Credit, (iii) the payment in full in cash of the accrued and unpaid fees, and (iv) the payment in full in cash of all reimbursable expenses and other Obligations, together with accrued and unpaid interest thereon. (c) The Borrowers may from time to time reduce, reduce the Commitments of any ClassCommitments; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 and not less than $1,000,000 unless such amount represents all of the remaining Commitments of such Class 5,000,000 and (ii) the Co-Borrowers shall not terminate or reduce the Revolving Commitments of any Class if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans of any Class in accordance with Section 2.11, the aggregate Revolving Exposures attributable to Borrowers would not be in compliance with the Revolving Commitments of such Class would exceed the aggregate Revolving Commitments of such ClassExposure Limitations. (cd) Finance or the Co-Borrowers, as the case may be, The Borrower Representative shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) or (c) of this Section 2.08 at least one three (3) Business Day 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 Finance or the Co-Borrowers, as the case may be, Borrower Representative pursuant to this Section 2.08 shall be irrevocable; provided that a notice of termination of the Revolving Commitments of any Class delivered by any Co-the Borrower Representative may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or conditionfacilities, in which case such notice may be revoked by such Co-the Borrower Representative (by notice to the Administrative Agent on or prior to the specified effective date of terminationdate) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments. (e) The Borrowers shall have the right to increase the Commitments by obtaining additional Commitments, either from one or more of the Lenders or another lending institution provided that (i) any such request for an increase shall be in a minimum amount of $25,000,000, (ii) the Commitments may be increased pursuant hereto on no more than four (4) occasions, (iii) the aggregate amount of all additional Commitments obtained under this clause (e) shall not exceed $100,000,000, (iv) the identity of any such new Lender shall be reasonably acceptable to the Administrative Agent, such approval not to be unreasonably withheld or delayed, (v) any such new Lender assumes all of the rights and obligations of a “Lender” hereunder, and (vi) the procedure described in Section 2.09(f) have been satisfied. Nothing contained in this Section 2.09 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment hereunder at any time. (g) On the effective date of any such increase or addition, (i) any Lender increasing (or, in the case of any newly added Lender, extending) its Commitment shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving effect to such increase or addition and the use of such Classamounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Loans of all the Lenders to equal its revised Applicable Percentage of such outstanding Revolving Loans, and the Administrative Agent shall make such other adjustments among the Lenders with respect to the Revolving Loans then outstanding and amounts of principal, interest, commitment fees and other amounts paid or payable with respect thereto as shall be necessary, in the opinion of the Administrative Agent, in order to effect such reallocation and (ii) the Borrowers shall be deemed to have repaid and reborrowed all outstanding Revolving Loans as of the date of any increase (or addition) in the Commitments (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower Representative, in accordance with the requirements of Section 2.03). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each SOFR Rate Loan (if applicable), shall be subject to indemnification by the Borrowers pursuant to the provisions of Section 2.15(d) if the deemed payment occurs other than on the last day of the related Interest Periods. Within a reasonable time after the effective date of any increase or addition, the Administrative Agent shall, and is hereby authorized and directed to, revise the Commitment Schedule to reflect such increase or addition and shall distribute such revised Commitment Schedule to each of the Lenders and the Borrower Representative, whereupon such revised Commitment Schedule shall replace the old Commitment Schedule and become part of this Agreement. Additionally, on the effective date of any such increase or addition, the following dollar floors shall be automatically and proportionately increased (such that the percentage yielded by dividing such existing dollar floor by the aggregate Commitments, in each case as in effect prior to the effectiveness of such increased or additional Commitments, is the same as the percentage yielded by dividing such increased dollar floor by the aggregate Commitments, in each case immediately following the effectiveness of such increased or additional Commitments): (i) the maximum amounts of Swingline Loans set forth in Section 2.05(a); (ii) the dollar floors set forth in the definition of “Covenant Testing Event”; (iii) the dollar floors set forth in clause (b) of the definition of “Dominion Period”; (iv) the dollar floors set forth in clauses (i) and (ii) of the definition of “Increased BBC Reporting Period”; (v) the dollar floors set forth in clauses (i) and (ii) of the definition of “Increased Financial Reporting Period”; (vi) the dollar floors set forth in clauses (b)(i) and (b)(ii) of the definition of “Payment Conditions”; (vii) the dollar floors set forth in clauses (i) and (ii) of the definition of “Testing Event”; and (viii) the dollar floors set forth in Sections 5.07(a) and 5.07(b).

Termination and Reduction of Commitments. (a) Unless previously terminatedterminated or extended pursuant to the terms and conditions hereof, (i) the Initial Term Commitments shall terminate at 11:59 p.m., New York City time, on the Effective Date and (ii) the Initial Revolving all Commitments shall terminate on the Initial Revolving Maturity Date. (b) Finance (in the case of the Term Loans) and the Co-Borrowers (in the case of the Revolving Loans) The Borrower may at any time terminatetime, without (subject to Section 2.16) premium or penalty, terminate the Commitments upon (i) the payment in full of all outstanding Loans, (including any Swingline Loans), together with accrued and unpaid interest thereon and on any Letters of Credit, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or at the discretion of the Administrative Agent a backup standby letter of credit satisfactory to the Administrative Agent and the applicable Issuing Bank) in an amount equal to 103% of the LC Exposure as of such date), (iii) the payment in full of all accrued and unpaid fees required hereunder, and (iv) the payment in full of all reimbursable expenses and other Obligations due under this Agreement and the other Loan Documents together with accrued and unpaid interest thereon (other than contingent indemnification obligations and reimbursement obligations in respect of which no claim for payment has yet been asserted by the Person entitled thereto). (c) The Borrower may from time to time reducetime, without (subject to Section 2.16) premium or penalty, reduce the Commitments of any ClassCommitments; provided provided, that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 1 million and not less than $1,000,000 5 million unless such amount represents all of the remaining Commitments of such Class Commitments, and (ii) the Co-Borrowers Borrower shall not terminate or reduce the Revolving Commitments of any Class if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans of any Class in accordance with Section 2.11, the aggregate Revolving Exposures attributable to the Revolving Commitments of such Class Aggregate Credit Exposure would exceed the aggregate Revolving Commitments of such Classall Lenders. (cd) Finance or the Co-Borrowers, as the case may be, The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph clause (b) or (c) of this Section 2.08 2.09 at least one three Business Day 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 Finance or the Co-Borrowers, as the case may be, Borrower pursuant to this Section 2.08 2.09 shall be irrevocable; provided provided, that a notice of termination of the Revolving Commitments of any Class delivered by any Co-the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or conditionevents specified therein, in which case such notice may be revoked by such Co-the Borrower (by notice to the Administrative Agent on or prior to the specified effective date of terminationdate) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments. (e) The Commitments shall be automatically and permanently reduced by an amount equal to fifty percent (50%) of the aggregate principal amount of Indebtedness incurred by Holdings or any of its Restricted Subsidiaries pursuant to a Specified Issuance (such Class.reduction, the “Specified Issuance Commitment Reduction”); provided, that the Commitments may only be reduced pursuant to the terms of this clause (e) by up to $150 million. |US-DOCS\159511341907.1259.8||

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Initial Original Term Commitments shall terminate at 11:59 5:00 p.m., New York City time, on the Effective Date and Date, (ii) the Initial New Term Commitments shall terminate at 5:00 p.m., New York City time, on the First Amendment Effective Date, (iii) the 2016 Term Commitments shall terminate at 5:00 p.m., New York City time, on the Second Amendment Effective Date and (iv) all the Revolving Commitments shall terminate on the Initial Revolving Credit Maturity Date. (b) Finance (in the case of the Term Loans) and the Co-Borrowers (in the case of the Revolving Loans) The Borrower may at any time terminateterminate the Revolving Commitments upon (i) the payment in full of all outstanding Revolving Loans and LC Disbursements, together with accrued and unpaid interest thereon, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or at the discretion of the Administrative Agent a backup standby letter of credit reasonably satisfactory to the Administrative Agent) equal to 100% of the LC Exposure as of such date), (iii) the payment in full of the accrued and unpaid fees, and (iv) the payment in full of all reimbursable expenses and other Obligations together with accrued and unpaid interest thereon. (c) The Borrower may from time to time reduce, reduce the Commitments of any ClassRevolving Commitments; provided that (i) each reduction of the Revolving Commitments of any Class shall be in an amount that is an integral multiple of $500,000 1,000,000 and not less than $1,000,000 unless such amount represents all of the remaining Commitments of such Class 5,000,000 and (ii) the Co-Borrowers Borrower shall not terminate or reduce the Revolving Commitments of any Class if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans of any Class in accordance with Section 2.112.10, the aggregate Aggregate Revolving Exposures attributable to the Revolving Commitments of such Class Exposure would exceed the aggregate Revolving Commitments of such ClassCommitments. (cd) Finance or the Co-Borrowers, as the case may be, The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under paragraph (b) or (c) of this Section 2.08 at least one three Business Day 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 Finance or the Co-Borrowers, as the case may be, Borrower pursuant to this Section 2.08 shall be irrevocable; provided that a notice of termination of the Revolving Commitments of any Class delivered by any Co-the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or conditionfunding sources, in which case such notice may be revoked by such Co-the Borrower (by notice to the Administrative Agent on or prior to the specified effective date of terminationdate) if such condition is not satisfied. Any termination or reduction of the Revolving Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such ClassRevolving Commitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the 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) Finance (in the case of the Term Loans) and the Co-Borrowers (in the case of the Revolving Loans) The Borrower may at any time terminate, or from time to time reduce, reduce the Commitments of any ClassRevolving Commitments; provided that (i) each reduction of the Revolving Commitments of any Class shall be in an amount that is an integral multiple of $500,000 1,000,000 and not less than $1,000,000 unless such amount represents all of the remaining Commitments of such Class 5,000,000 and (ii) the Co-Borrowers Borrower shall not terminate or reduce the Revolving Commitments of any Class if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans of any Class in accordance with Section 2.11, the aggregate Revolving Exposures attributable to Dollar Amount of the sum of the Revolving Commitments of such Class Credit Exposures would exceed the aggregate Aggregate Revolving Commitments of such ClassCommitment. (c) Finance or the Co-Borrowers, as the case may be, The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section 2.08 at least one three (3) Business Day Days (or such lesser period as the Administrative Agent shall agree to in writing) 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 Co-Borrowers, as the case may be, Borrower pursuant to this Section 2.08 shall be irrevocable; provided that a notice of termination of the Revolving Commitments of any Class delivered by any Co-the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or conditiontransactions specified therein, in which case such notice may be revoked by such Co-the Borrower (by notice to the Administrative Agent on or prior to the specified effective date of terminationdate) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments. (d) In the event the Borrower or any of its Subsidiaries receives Net Cash Proceeds from Specified Additional Indebtedness (whether in a single incurrence or a series of incurrences), the Borrower shall make the prepayments required pursuant to Section 2.11(c) and the Revolving Commitments shall immediately terminate and be permanently reduced to zero. (e) Upon the occurrence of such Classa Unit Purchase Agreement Termination Event, the Commitments shall immediately terminate and be permanently reduced to zero.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Initial 2015 Term Commitments Loan Commitment of each 2015 Term Lender shall automatically and permanently terminate at 11:59 p.m.5:00 PM, New York City time, on the Effective Closing Date (after giving effect to the incurrence of 2015 Term Loans on such date). and (ii) the Initial Revolving Commitments Incremental Term B-1 Commitment of each Incremental Term B-1 Lender shall automatically and permanently terminate at 5:00 PM, New York City time, on the Initial Revolving Maturity DateAmendment No. 1 Effective Date (after giving effect to the incurrence of Incremental Term B-1 Loans on such date). (b) Finance (in the case of the Term Loans) and the Co-Borrowers (in the case of the Revolving Loans) The Applicable Borrower may at any time terminate, or from time to time reduce, the Commitments of any Class; provided that (i) each reduction of the such Commitments of any Class shall be in an amount that is an integral multiple of $500,000 5,000,000 and not less than $1,000,000 unless such amount represents all of the remaining Commitments of such Class and (ii) the Co-Borrowers shall not terminate or reduce the Revolving Commitments of any Class if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans of any Class in accordance with Section 2.11, the aggregate Revolving Exposures attributable to the Revolving Commitments of such Class would exceed the aggregate Revolving Commitments of such Class10,000,000. (c) Finance or the Co-Borrowers, as the case may be, The Applicable Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments of any Class under paragraph (b) of this Section 2.08 2.06 at least one three (3) Business Day 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 Finance or the Co-Borrowers, as the case may be, Applicable Borrower pursuant to this Section 2.08 2.06 shall be irrevocable; provided that a notice of termination of the Revolving Commitments of any Class delivered by any Co-the Applicable Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of one or more other Indebtedness or the occurrence of some other identifiable event or conditionevents specified therein, in which case such notice may be revoked by such Co-the Applicable Borrower (by notice to the Administrative Agent on or prior to the specified effective date of terminationdate) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the applicable Lenders in accordance with their respective Commitments of such Class.

Termination and Reduction of Commitments. (a) Unless ---------------------------------------- previously terminated, (i) the Initial Tranche A-1 Term Loan Commitments, the Tranche A-2 Term Loan Commitments and Tranche B Term Loan Commitments shall terminate at 11:59 5:00 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) Finance The Parent Borrower (in the case on behalf of the Term Loans) itself and the Co-Borrowers (in the case of the Revolving LoansForeign Subsidiary Borrowers) may at any time terminate, or from time to time reduce, the Commitments of any ClassClass (it being understood and agreed that reductions of Revolving Commitments will reduce the Tranche A Revolving Commitments and the Tranche B Revolving Commitments ratably); provided that (i) each reduction of -------- the Commitments of any Class (it being understood that the Tranche A Revolving Commitment and the Tranche B Revolving Commitment shall be treated as one Class for purposes of this proviso) shall be in an amount that is an integral multiple of $500,000 1,000,000 and not less than 62 $1,000,000 unless such amount represents all of the remaining Commitments of such Class 5,000,000 and (ii) the Co-Borrowers Tranche A Revolving Commitments shall not terminate be terminated or reduce the Revolving Commitments of any Class reduced if, after giving effect to any concurrent prepayment of the Tranche A Revolving Loans or Swingline Loans of any Class in accordance with Section 2.11, the aggregate sum of the Tranche A Revolving Exposures attributable to the Revolving Commitments of such Class would exceed the aggregate total Tranche A Revolving Commitments of such ClassCommitments. (c) Finance or The Parent Borrower (on behalf of itself and the Co-Foreign Subsidiary Borrowers, as the case may be, ) shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section 2.08 at least one three Business Day 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 affected Lenders of the contents thereof. Each notice delivered by Finance or the Co-Parent Borrower (on behalf of itself and the Foreign Subsidiary Borrowers, as the case may be, ) pursuant to this Section 2.08 shall be irrevocable; provided that a notice of termination of the -------- Revolving Commitments of any Class delivered by any Co-the Parent Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or conditionfacilities, in which case such notice may be revoked by such Co-the Parent Borrower (by notice to the Administrative Agent on or prior to the specified effective date of terminationdate) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the applicable Lenders in accordance with their respective Commitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, The Initial U.S. Term Loan Commitment and Cayman Term Loan Commitment shall automatically terminate upon the making of the Term Loans on the Third Restatement Date. The Initial Revolving Credit Commitments 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 Initial Term Revolving Credit Commitments shall terminate at 11:59 p.m., New York City time, on the Effective Date and (ii) the Initial date five Business Days prior to the Revolving Commitments shall terminate on the Initial Revolving Credit Maturity Date. (ba) Finance (in Upon at least three Business Days’ prior written or fax notice to the case of Administrative Agent, the Term Loans) and the Co-Borrowers (in the case of the Revolving Loans) may at any time in whole permanently terminate, or from time to time in part permanently reduce, the U.S. Term Loan Commitments, the Cayman Term Loan Commitments of any Classor the Revolving Credit Commitments, as applicable; provided provided, however, that (i) each partial reduction of each of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 1,000,000 and not less than in a minimum amount of $1,000,000 unless such amount represents all of the remaining Commitments of such Class 5,000,000 and (ii) the Co-Borrowers Total Revolving Credit Commitment shall not terminate or reduce be reduced to an amount that is less than the Aggregate Revolving Commitments of any Class ifCredit Exposure at the time; provided, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans of any Class in accordance with Section 2.11further, the aggregate Revolving Exposures attributable to the Revolving Commitments of such Class would exceed the aggregate Revolving Commitments of such Class. (c) Finance or the Co-Borrowers, as the case may be, shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section 2.08 at least one Business 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 Co-Borrowers, as the case may be, pursuant to this Section 2.08 shall be irrevocable; provided that a notice of termination of the Revolving Commitments of any Class delivered by any Co-Borrower may state that such notice is may be conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from or the issuance of other Indebtedness debt or the occurrence of some any other identifiable event or conditiontransaction, in which case case, such notice may be revoked by if such Co-Borrower (by notice to the other credit facilities do not become effective, such proceeds are not received, such debt is not issued or such other transaction is not consummated. The Administrative Agent on or prior shall promptly advise the Lenders of any notice given (and the contents thereof) pursuant to the specified effective date of terminationthis Section 2.09. (b) if such condition is not satisfied. Any termination or Each reduction of in the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments; provided that if at any time more than one Class of Revolving Credit Commitments are outstanding, any such reduction or termination shall be allocated ratably according to the Pro Rata Percentages of each Revolving Credit Lender without regard to the Class of Revolving Credit Commitments held by such Revolving Credit Lender (unless the Incremental Assumption Agreement or the Refinancing Amendment creating any additional Class of Revolving Credit Commitments provides that the Revolving Credit Commitments maturing at an earlier date than such additional Revolving Credit Commitments may be reduced or terminated on a greater than pro rata basis, in which case such Revolving Credit Commitments shall be reduced or terminated according to the terms thereof). The U.S. Borrower shall pay to the Administrative Agent for the account of the applicable Lenders, on the date of each termination or reduction, the Commitment Fees (if any) on the amount of the Commitments so terminated or reduced accrued to but excluding the date of such Classtermination or reduction.

Termination and Reduction of Commitments. (a) Unless previously terminatedterminated or extended pursuant to the terms and conditions hereof, (i) the Initial Term Commitments shall terminate at 11:59 p.m., New York City time, on the Effective Date and (ii) the Initial Revolving all Commitments shall terminate on the Initial Revolving Maturity Date. (b) Finance (in the case of the Term Loans) and the Co-Borrowers (in the case of the Revolving Loans) The Borrower may at any time terminatetime, without premium or penalty, terminate the Commitments upon (i) the payment in full of all outstanding Loans, together with accrued and unpaid interest thereon and on any Letters of Credit, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or at the discretion of the Administrative Agent a backup standby letter of credit satisfactory to the Administrative Agent and the applicable Issuing Bank) in an amount equal to 103% of the LC Exposure as of such date), (iii) the payment in full of all accrued and unpaid fees required hereunder, and (iv) the payment in full of all reimbursable expenses and other Obligations due under this Agreement and the other Loan Documents together with accrued and unpaid interest thereon (other than contingent indemnification obligations and reimbursement obligations in respect of which no claim for payment has yet been asserted by the Person entitled thereto). (c) The Borrower may from time to time reducetime, without premium or penalty, reduce the Commitments of any ClassCommitments; provided provided, that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 1 million and not less than $1,000,000 5 million unless such amount represents all of the remaining Commitments of such Class Commitments, and (ii) the Co-Borrowers Borrower shall not terminate or reduce the Revolving Commitments of any Class if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans of any Class in accordance with Section 2.11, the aggregate Revolving Exposures attributable to the Revolving Commitments of such Class Aggregate Credit Exposure would exceed the aggregate Revolving Commitments of such Classall Lenders. (cd) Finance or the Co-Borrowers, as the case may be, The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph clause (b) or (c) of this Section 2.08 2.09 at least one three Business Day 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 Finance or the Co-Borrowers, as the case may be, Borrower pursuant to this Section 2.08 2.09 shall be irrevocable; provided provided, that a notice of termination of the Revolving Commitments of any Class delivered by any Co-the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or conditionevents specified therein, in which case such notice may be revoked by such Co-the Borrower (by notice to the Administrative Agent on or prior to the specified effective date of terminationdate) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments. (e) The Commitments shall be automatically and permanently reduced by an amount equal to fifty percent (50%) of the aggregate principal amount of Indebtedness incurred by Holdings or any of its Restricted Subsidiaries pursuant to a Specified Issuance (such Class.reduction, the |US-DOCS\131811068.10||

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Initial Term Commitments shall terminate at 11:59 5:00 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) Finance (in the case of the Term Loans) and the Co-Borrowers (in the case of the Revolving Loans) The Borrower may at any time terminate, or from time to time reduce, the Commitments of any ClassRevolving Commitments; provided that (i) each reduction of the such Commitments of any Class shall be in an amount that is an integral multiple of $500,000 100,000 and not less than $1,000,000 unless such amount represents all of the remaining Commitments of such Class 500,000 and (ii) the Co-Borrowers Borrower shall not terminate or reduce the Revolving such Commitments of any Class if, if (x) after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans of any Class in accordance with Section 2.112.09, the aggregate sum of the Revolving Exposures attributable to the Revolving Commitments of such Class would exceed the aggregate total Revolving Commitments, or (y) such reduction or termination in Commitments would result an Event of such ClassDefault under Section 6.13. (c) Finance If any prepayment of Term Borrowings is required pursuant to Section 2.09 but the Term Commitments have been terminated and (i) the Term Loans have been paid in full or (ii) the amount of the required prepayment exceeds the outstanding amount of Term Borrowings, then, on the date that such prepayment is required, the Revolving Commitments shall be automatically and permanently reduced by an aggregate amount equal to the amount of the required prepayment, or the Co-Borrowersexcess of such amount over the outstanding amount of Term Borrowings, as the case may be, . (d) The Borrower shall notify the Administrative Agent each Lender holding a Commitment to be reduced of any election to terminate or reduce the Commitments under paragraph (b) of this Section 2.08 Section, at least one three Business Day 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 Finance or the Co-Borrowers, as the case may be, Borrower pursuant to this Section 2.08 shall be irrevocable; provided that a notice of termination of the Revolving Commitments of any Class delivered by any Co-the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or conditionfacilities, in which case such notice may be revoked by such Co-the Borrower (by notice to the Administrative Agent each Revolving Lender on or prior to the specified effective date of terminationdate) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such Class.