Common use of Termination and Reduction of Commitments Clause in Contracts

Termination and Reduction of Commitments. (a) Unless previously terminated, the Commitments shall terminate on the Revolving Credit Termination Date. (b) The Borrower may, upon notice to the Administrative Agent pursuant to Section 2.06(c), at any time terminate, or from time to time reduce, the Commitments; provided that (i) each reduction of the Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $10,000,000, (ii) the Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.08, the aggregate Revolving Credit Exposures of all Lenders would exceed the aggregate Commitments of all Lenders then in effect, and (iii) if, after giving effect to any reduction of the aggregate Commitments, the Swing Line Sublimit exceeds the amount of the aggregate Commitments, such Sublimit shall be automatically reduced by the amount of such excess. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their Applicable Percentage. All fees accrued until the effective date of any termination of the Commitments shall be paid on the effective date of such termination.

Termination and Reduction of Commitments. (a) Unless previously terminated, the Commitments Revolving Credit Commitment of each Revolving Credit Lender shall terminate on the Revolving Credit Termination Maturity Date. (b) The Borrower may, upon notice to the Administrative Agent pursuant to Section 2.06(c), may at any time terminate, or from time to time reduce, the Commitments; provided that (i) each reduction of the Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $10,000,000, 1,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Credit Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.08Sections 2.11 and 2.12, the aggregate total Revolving Credit Exposures of all Lenders would exceed the aggregate Commitments of all Lenders then in effect, and (iii) if, after giving effect to any reduction of the aggregate total Revolving Credit Commitments, the Swing Line Sublimit exceeds the amount of the aggregate Commitments, such Sublimit shall be automatically reduced by the amount of such excess. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments of any Class under paragraph (b) of this Section at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the applicable Class of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Revolving Credit Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilitiesfacilities or other debt or equity issuances, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders of such Class in accordance with their Applicable Percentagerespective Commitments of such Class. All fees accrued until The Borrower shall pay to the effective Administrative Agent for the account of the Lenders of the applicable Class, on the date of each termination or reduction under paragraph (b) of this Section, any termination applicable commitment fees on the amount of the Commitments shall be paid on of such Class so terminated or reduced accrued to but excluding the effective date of such terminationtermination or reduction.

Termination and Reduction of Commitments. (a) Unless previously terminated, the Revolving Commitments shall terminate on the Revolving Credit Termination Datelast day of the Availability Period. (b) The Borrower may, upon notice to the Administrative Agent pursuant to Section 2.06(c), Borrowers may at any time terminate, or from time to time reduce, the Revolving Commitments; , provided that (i) each reduction of the Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $10,000,000, (ii) the Borrower Borrowers shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment or repayment of the Revolving Loans in accordance with Section 2.082.6, the aggregate sum of the Revolving Credit Exposures of all Lenders would exceed the aggregate Revolving Commitments, and (ii) each such reduction of the Revolving Commitments shall be in an amount that is not less than an integral multiple of $1,000,000.00. If at any time, as a result of such a partial reduction or termination as provided in Section 2.4(a) or Section 2.4(b), the Revolving Exposure of all Lenders then in effect, and (iii) if, after giving effect to any reduction of would exceed the aggregate Revolving Commitments, then the Swing Line Sublimit exceeds Borrowers shall on the amount date of the aggregate such reduction or termination of Revolving Commitments, such Sublimit shall be automatically reduced by the jointly and severally, repay or prepay Borrowings and/or Cash Collateralize Letters of Credit in an aggregate amount of equal to such excess. (c) In addition to any termination or reduction of the Revolving Commitments under paragraphs (a) and (b) of this Section 2.4, the Revolving Commitments shall be reduced as required under Section 2.6(b). (d) The Borrower Borrowers shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under paragraph (b) of this Section 2.4 at least three (3) five Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by reduction, and any termination, of the Borrower pursuant to this Section Revolving Commitments shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or permanent and each reduction of the Commitments shall be permanent. Each reduction of the Revolving Commitments shall be made ratably among the Lenders in accordance with their Applicable Percentage. All fees accrued until the effective date of any termination of the Commitments shall be paid on the effective date of such terminationrespective Revolving Commitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, the Commitments shall terminate on the Revolving Credit Termination Maturity Date. (b) The Borrower may, upon notice to the Administrative Agent pursuant to Section 2.06(c), may at any time terminate, or from time to time permanently reduce, the Commitments; provided that (i) each reduction of the Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $10,000,000, 5,000,000 and (ii) the Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.082.11, the aggregate Revolving Credit Exposures of all Lenders Exposure would exceed the aggregate Commitments Commitment. (c) In the event that the Borrower elects or is required to apply the proceeds of all Lenders then any sale of assets to prepay or repay, or offer to prepay or repay, “Senior Debt” (as defined in effect, the Unsecured Notes Documents) pursuant to and in accordance with the Unsecured Notes Documents (iii) if, after giving effect to any reduction of the aggregate Commitments, the Swing Line Sublimit exceeds the amount of the aggregate Commitments, such Sublimit shall be automatically reduced by the amount of such excessproceeds, the “Asset Sale Proceeds”), the Borrower shall (i) permanently reduce the Commitments in an amount equal to the product of (x) the Asset Sale Proceeds and (y) a fraction, the numerator of which is the outstanding Commitments at such time, prior to the application of such Asset Sale Proceeds, and the denominator of which is the sum of (1) the outstanding Commitments plus (2) the outstanding principal amount of the Unsecured Notes, in each case, at such time, prior to the application of such Asset Sale Proceeds, and (ii) concurrently make any prepayment of the Loans required in accordance with Section 2.11(b) as a result of such reduction. (cd) The Borrower shall notify the Administrative Agent of any election or requirement to terminate or reduce the Commitments under paragraph (b) or (c) of this Section Section, at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination or reduction of the Commitments delivered by the Borrower under paragraph (b) of this Section may state that such notice is conditioned upon the effectiveness occurrence of other credit facilitiesone or more events specified therein, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with proportion to their Applicable Percentage. All fees accrued until the effective date of any termination of the Commitments shall be paid on the effective date of such terminationrespective Commitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, the Commitments shall terminate on the Revolving Credit Termination Maturity Date. (b) The Borrower may, upon notice to the Administrative Agent pursuant to Section 2.06(c), may at any time terminate, or from time to time reduce, the Commitments; provided that (i) each reduction of the Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $10,000,000, 10,000,000 and (ii) the Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.082.11, the aggregate sum of the Revolving Credit Exposures of all Lenders would exceed the aggregate Commitments of all Lenders then in effect, and (iii) if, after giving effect to any reduction of the aggregate total Commitments, the Swing Line Sublimit exceeds the amount of the aggregate Commitments, such Sublimit shall be automatically reduced by the amount of such excess. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their Applicable Percentage. All fees accrued until respective Commitments. (d) If, as of any first quarter end occurring after the effective last day of the second Loan Year, or any quarter end thereafter, Consolidated Tangible Net Worth on any such date of any termination of determination shall be less than $175,000,000, then the Commitments shall be paid automatically reduced (and each Lender’s Commitment shall be reduced on a pro rata basis) such that following such reduction the ratio of the Consolidated Tangible Net Worth to $175,000,000 is the same as the ratio of the reduced total Commitments to the amount of the Commitments prior to such reduction. If such reduction causes the sum of the Revolving Credit Exposures to exceed the total Commitments, then the Borrower shall within five (5) days after the reduction of the Commitments based on the effective date delivery of the financial statement, prepay Loans and/or cash collateralize the LC Exposure in an aggregate amount equal to such terminationexcess.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Tranche B Commitments shall terminate at 5:00 p.m., New York City time, on the Effective Date and (ii) the Revolving Commitments shall terminate on the Revolving Credit Termination Maturity Date. (b) The Borrower may, upon notice to the Administrative Agent pursuant to Section 2.06(c), may at any time terminate, or from time to time reduce, the Commitments; 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 $1,000,000 and not less than $10,000,000, 5,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.082.11, 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 Exposures 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 all Credit and the Issuing Bank has released the Revolving Lenders from their participation obligations with respect to such Letters of Credit) would exceed the aggregate Commitments of all Lenders then in effect, and (iii) if, after giving effect to any reduction of the aggregate Revolving Commitments, the Swing Line Sublimit exceeds the amount of the aggregate Commitments, such Sublimit shall be automatically reduced by the amount of such excess. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; , provided that a notice of termination of the Commitments of any Class delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilitiesfacilities or the receipt of proceeds from the issuance of other Indebtedness, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their Applicable Percentage. All fees accrued until the effective date of any termination of the respective Commitments shall be paid on the effective date of such terminationClass.

Termination and Reduction of Commitments. (a) Unless previously terminated, the Term B-1 Loan Commitments and Additional Term B-1 Commitments shall terminate at 11:59 p.m., New York City time, on the Effective Date. The Revolving Commitments shall terminate at 11:59 p.m., New York City time, on the Revolving Credit Termination Maturity Date. (b) The Borrower may, upon notice to the Administrative Agent pursuant to Section 2.06(c), may at any time terminate, or from time to time reduce, the CommitmentsCommitments 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 $1,000,000 500,000 and not less than $10,000,000, 1,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.082.11, the aggregate Revolving Credit Exposures of all Lenders would exceed the aggregate Revolving Commitments. The Borrower may terminate the Commitments of all Lenders then in effect, and (iii) if, after giving effect any Defaulting Lender on a non-pro rata basis upon notice to any reduction of the aggregate Commitments, the Swing Line Sublimit exceeds the amount of the aggregate Commitments, such Sublimit shall be automatically reduced by the amount of such excessAdministrative Agent. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three (3) one Business Days Day prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilitiesfacilities 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 the Borrower (by notice to the Administrative Agent on or prior to the specified effective datedate of termination) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their Applicable Percentage. All fees accrued until the effective date of any termination of the respective Commitments shall be paid on the effective date of such terminationClass.

Termination and Reduction of Commitments. (a) Unless previously terminated, the The unused Tranche A Commitments shall automatically terminate on at the Revolving Credit Termination Dateend of the Tranche A Availability Period and the unused Tranche B Commitments shall automatically terminate at the end of the Tranche B Availability Period. (b) The Borrower may, upon notice to the Administrative Agent pursuant to Section 2.06(c), may at any time terminate, or from time to time reduce, the Tranche A Commitments and/or the Tranche B Commitments; provided that (i) each reduction of the Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $10,000,000, 10,000,000 and (ii) the Borrower shall not terminate or reduce the any Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.082.09, the aggregate Revolving total Credit Exposures of all Lenders under the relevant Tranche would exceed the aggregate total Commitments of all Lenders then in effect, and (iii) if, after giving effect to any reduction of under the aggregate Commitments, the Swing Line Sublimit exceeds the amount of the aggregate Commitments, such Sublimit shall be automatically reduced by the amount of such excessrelevant Tranche. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Any termination or reduction of the Commitments shall be permanent. Each reduction of the Commitments under either Tranche shall be made ratably among the Lenders in accordance with their Applicable Percentage. All fees accrued until the effective date of any termination respective Commitments under such Tranche.” (d) Section 2.08(a) of the Commitments shall be paid Bridge Loan Agreement is hereby amended by deleting such section and replacing it with the following: (a) The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of each Lender (i) the then unpaid principal amount of each Tranche A Loan on the effective date Tranche A Maturity Date and (ii) the then unpaid principal amount of each Tranche B Loan on the Tranche B Maturity Date.” (e) Section 2.08(c) of the Bridge Loan Agreement is hereby amended by adding the words “Tranche and” before the word “Type” in clause (i) of such terminationSection. (f) Section 2.08(e) of the Bridge Loan Agreement is hereby amended by deleting such section and replacing it with the following:

Termination and Reduction of Commitments. (a) Unless previously terminated, the Commitments shall terminate on the Revolving Credit Termination Maturity Date. (ba) The Borrower may, upon notice to the Administrative Agent pursuant to Section 2.06(c), may at any time terminate, or from time to time reduce, the CommitmentsCommitments without penalty; provided that (i) each reduction of the Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $10,000,000, 10,000,000 and (ii) the Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.08, (x) the aggregate sum of the Dollar Tranche Revolving Credit Exposures of all Lenders would exceed the aggregate total Dollar Tranche Commitments of all Lenders then in effect, and or (iiiy) if, after giving effect to any reduction the sum of the aggregate Multi-Currency Tranche Revolving Credit Exposures would exceed the total Multi-Currency Tranche Commitments, the Swing Line Sublimit exceeds the amount of the aggregate Commitments, such Sublimit shall be automatically reduced by the amount of such excess. (cb) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (ba) of this Section at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction of the Dollar Tranche Commitments shall be made ratably among the Dollar Tranche Lenders in accordance with their Applicable Percentage. All fees accrued until the effective date of any termination respective Dollar Tranche Commitments and each reduction of the Multi-Currency Tranche Commitments shall be paid on made ratably among the effective date of such terminationMulti-Currency Tranche Lenders in accordance with their respective Multi-Currency Tranche Commitments.

Termination and Reduction of Commitments. (ai) Unless previously terminated, the Aggregate Revolving Commitments shall terminate on the Revolving Credit Termination Maturity Date. (bii) The Borrower may, upon notice to the Administrative Agent pursuant to Section 2.06(c), Borrowers may at any time terminate, or terminate the Aggregate Revolving Commitments upon the Payment in Full of the Secured Obligations. (iii) The Borrowers may from time to time reduce, reduce the Aggregate Revolving Commitments; provided that (iA) each reduction of the Aggregate Revolving Commitments shall be in an amount a Dollar Equivalent that is an integral multiple of $1,000,000 and not less than $10,000,000, 5,000,000 and (iiB) the Borrower Borrowers shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.082.11, the aggregate Aggregate Revolving Credit Exposures of all Lenders Exposure would exceed the aggregate Commitments of all Lenders then in effect, and (iii) if, after giving effect to any reduction lesser of the aggregate Commitments, Aggregate Revolving Commitment and the Swing Line Sublimit exceeds the amount of the aggregate Commitments, such Sublimit shall be automatically reduced by the amount of such excessRevolving Borrowing Base. (civ) 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 at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower Representative pursuant to this Section shall be irrevocable; provided that a notice of termination of the Aggregate Revolving Commitments delivered by the Borrower Representative may state that such notice is conditioned upon the effectiveness of other credit facilitiesfacilities or other transactions specified therein, in which case such notice may be revoked by the Borrower Representative (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Aggregate Revolving Commitments shall be permanent. Each reduction of the Aggregate Revolving Commitments shall be made ratably among the Lenders in accordance with their Applicable Percentage. All fees accrued until respective Revolving Commitments. (v) The Initial FILO Term Loan Commitments terminated upon the effective date of any termination making of the Initial FILO Term Loan on the First Amendment Funding Date. The 2023 FILO Term Loan Commitments shall be paid terminate upon the making of the 2023 FILO Term Loan on the effective date of such terminationSecond Amendment Effective Date.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Tranche A Commitments and Tranche B Commitments shall terminate at 5:00 p.m., New York City time, on the Effective Date and (ii) the Revolving Commitments shall terminate on the Revolving Credit Termination Maturity Date. (b) The Parent Borrower may, upon notice to the Administrative Agent pursuant to Section 2.06(c), may at any time terminate, or from time to time reduce, the Commitments; 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 $1,000,000 and not less than $10,000,000, 5,000,000 and (ii) the Parent Borrower shall not terminate or reduce (A) the Domestic Revolving Commitments if, after giving effect to any concurrent prepayment of the Domestic Revolving Loans in accordance with Section 2.082.11, the aggregate sum of the Domestic Revolving Credit Exposures of all Lenders would exceed the aggregate total Domestic Revolving Commitments of all Lenders then in effect, and or (iiiB) the Multicurrency Revolving Commitments if, after giving effect to any reduction concurrent prepayment of the aggregate CommitmentsMulticurrency Revolving Loans in accordance with Section 2.11, the Swing Line Sublimit exceeds the amount sum of the aggregate Multicurrency Revolving Exposures would exceed the total Multicurrency Revolving Commitments, such Sublimit shall be automatically reduced by the amount of such excess. (c) The Parent Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Parent Borrower pursuant to this Section shall be irrevocable; , provided that a notice of termination of the Revolving Commitments delivered by the Parent Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Parent Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any 51 45 Class shall be made ratably among the Lenders in accordance with their Applicable Percentage. All fees accrued until the effective date of any termination of the respective Commitments shall be paid on the effective date of such terminationClass.

Termination and Reduction of Commitments. (a) Unless previously terminatedterminated pursuant to the terms of this Agreement, the Commitments shall terminate on the Revolving Credit Termination DateMaturity Date (as it may be extended with respect to some or all of the Commitments pursuant to Section 2.21); provided, however, that the Commitments shall terminate on March 29, 2013 at 11:59 p.m., New York City time if the Closing Date shall not have occurred on or before such time. (b) The Borrower may, upon notice to the Administrative Agent pursuant to Section 2.06(c), may at any time terminate, or from time to time reduce, the Commitments; provided that (i) each reduction of the Commitments shall be in an amount that is an integral multiple of $1,000,000 5,000,000 and not less than $10,000,000, 20,000,000 and (ii) the Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.082.10, the aggregate Total Revolving Credit Exposures of all Lenders Exposure would exceed the aggregate Aggregate Commitments of all Lenders then in effect, and (iii) if, after giving effect to any reduction of the aggregate Commitments, the Swing Line Sublimit exceeds the amount of the aggregate Commitments, such Sublimit shall be automatically reduced by the amount of such excessas a result thereof. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilitiesfacilities or the closing of one or more securities offerings, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their Applicable Percentage. All fees accrued until the effective date of any termination of the Commitments shall be paid on the effective date of such terminationrespective Commitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, the Commitments shall terminate on the Revolving Credit Termination Maturity Date. (b) The Borrower may, upon notice to the Administrative Agent pursuant to Section 2.06(c), may at any time terminate, or from time to time reduce, the Commitments; provided that (i) each reduction of the Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $10,000,000, 5,000,000 and (ii) the Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.082.11, the aggregate Revolving Credit Exposures of all Lenders Exposure would exceed the aggregate Commitments total 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 cash collateral or back-up letters of credit and the payment in full of all Obligations, then the Lenders then in effectshall be released from their obligations under Section 2.06(d), and (iii) if, all letter of credit fees accruing after giving effect to any reduction the termination of the aggregate Commitments, Commitments shall be for the Swing Line Sublimit exceeds the amount account of the aggregate Commitments, such Sublimit shall be automatically reduced by the amount of such excessIssuing Bank. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their Applicable Percentage. All fees accrued until the effective date of any termination of the Commitments shall be paid on the effective date of such terminationrespective Commitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, the Commitments shall for a Class of Loans will terminate on the Revolving Credit Termination DateMaturity Date for such Class of Loans. (b) The Borrower may, upon notice to the Administrative Agent pursuant to Section 2.06(c), may at any time terminate, or from time to time reduce, the Commitments; provided that (i) each reduction of the Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $10,000,000, 5,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.08Revolving Loans, the aggregate total Revolving Credit Exposures of all Lenders Exposure would exceed the aggregate Commitments of all Lenders then in effect, and (iii) if, after giving effect to any reduction of the aggregate total Revolving Commitments, the Swing Line Sublimit exceeds the amount of the aggregate Commitments, such Sublimit shall be automatically reduced by the amount of such excess. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the any Commitments under paragraph (b) of this Section at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and by delivering a Commitment Termination Notice to the effective date thereofAdministrative Agent. Promptly and in no event later than one Business Day following receipt of any noticeCommitment Termination Notice, the Administrative Agent shall advise the Revolving Lenders and each Issuing Bank of the contents thereof. Each notice Commitment Termination Notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments Commitment Termination Notice delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice Commitment Termination Notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders of such Class in accordance with their Applicable Percentage. All fees accrued until the effective date of any termination of the respective Commitments shall be paid on the effective date of such terminationClass.

Termination and Reduction of Commitments. (a) Unless previously terminated, the Any Revolving Credit Commitments shall automatically terminate on the Revolving Credit Termination Maturity Date. Any L/C Commitment shall automatically terminate on the earlier to occur of (i) the termination of the Revolving Credit Commitments and (ii) the date five days prior to the Revolving Credit Maturity Date. On the day a prepayment is required under Section 2.13(e), all Commitments shall automatically terminate on such day. (b) The Borrower mayUpon at least three Business Days’ prior irrevocable written, upon fax or electronic mail notice to the Administrative Agent pursuant to Section 2.06(c)Agent, the Borrowers may at any time in whole permanently terminate, or from time to time in part permanently reduce, the CommitmentsRevolving Credit Commitments (if any); provided provided, however, that (i) each partial reduction of the Revolving Credit Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than in a minimum amount of $10,000,0005,000,000, and (ii) the Borrower Revolving Credit Commitment shall not terminate or reduce be reduced to an amount that is less than the Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.08, the aggregate Aggregate Revolving Credit Exposures of all Lenders would exceed Exposure at the aggregate Commitments of all Lenders then in effect, and (iii) if, after giving effect to any reduction of the aggregate Commitments, the Swing Line Sublimit exceeds the amount of the aggregate Commitments, such Sublimit shall be automatically reduced by the amount of such excess. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocabletime; provided that further that, if a notice of termination of the Revolving Credit Commitments delivered is given in connection with a conditional notice of optional prepayment as contemplated by the Borrower may state that Section 2.12(d), then such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice termination may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition notice of optional prepayment is not satisfied. Any termination or reduction of the Commitments shall be permanent. revoked in accordance with Section 2.12(d). (c) Each reduction of in the Revolving Credit Commitments hereunder shall be made ratably among the Lenders in accordance with their Applicable Percentagerespective applicable Commitments. All fees accrued until The Borrowers shall pay to the effective Administrative Agent for the account of the Revolving Credit Lenders, on the date of any each termination or reduction of the Commitments shall be paid Revolving Credit Commitments, the Unused Commitment Fees, as applicable, on the effective amount of the Revolving Credit Commitments, so terminated or reduced accrued to but excluding the date of such terminationtermination or reduction.

Termination and Reduction of Commitments. (a) Unless previously terminated, the all Commitments shall terminate on the Revolving Credit Commitment Termination Date. (b) The Borrower mayCompany, upon notice to on behalf of the Administrative Agent pursuant to Section 2.06(c)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; , provided that (i) each reduction of the Commitments shall be in an amount that is an integral multiple of $1,000,000 10,000,000 and not less than $10,000,000, 25,000,000 and (ii) the Borrower Company shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.082.11, the aggregate Revolving Credit Exposures of all Lenders would exceed the aggregate Commitments of all Lenders then in effect, and (iii) if, after giving effect to any reduction of the aggregate Commitments, the Swing Line Sublimit exceeds the amount of the aggregate Commitments, such Sublimit shall be automatically reduced by the amount of such excess. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfiedTotal Commitment. Any termination or reduction of the Commitments shall be permanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their Applicable Percentagerespective Commitments. All fees accrued until The Company shall notify the effective date Administrative Agent of any termination of election to terminate or reduce the Commitments shall be paid on under this paragraph at least three Business Days prior to the effective date of such terminationtermination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Company pursuant to this paragraph shall be irrevocable, provided that a notice of termination or reduction of the Commitments delivered by 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 any other event, in which case such notice may be revoked by the Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Term Commitments shall terminate at 5:00 p.m., New York time, on the Term Commitment Termination Date and (ii) the Revolving Commitments shall terminate on the Revolving Credit Termination Maturity Date. (b) The Borrower may, upon notice to the Administrative Agent pursuant to Section 2.06(c), may at any time terminate, or from time to time reduce, the CommitmentsCommitments 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 $1,000,000 and not less than $10,000,000, 5,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.082.10, the aggregate sum of the Revolving Credit Exposures of all Lenders would exceed the aggregate Commitments total Revolving Commitments. (c) If any prepayment of all Lenders then in effectTerm Borrowings is required pursuant to Section 2.10 but cannot be made because there are no Term Borrowings outstanding, and (iii) if, after giving effect to any reduction of the aggregate Commitments, the Swing Line Sublimit exceeds or because the amount of the aggregate Commitmentsrequired prepayment exceeds the outstanding amount of Term Borrowings, then, on the date that such Sublimit prepayment is required, the Revolving Commitments shall be automatically reduced by an aggregate amount equal to the amount of the required prepayment, or the excess of such excessamount over the outstanding amount of Term Borrowings, as the case may be. (cd) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section Section, or any required reduction of the Revolving Commitments under paragraph (c) of this Section, at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. 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 Applicable Percentage. All fees accrued until the effective date of any termination of the respective Commitments shall be paid on the effective date of such terminationClass.

Termination and Reduction of Commitments. (a) Unless previously terminated, the all Commitments shall terminate on the Revolving Credit Termination Maturity Date. (b) The Borrower maymay at any time terminate the Commitments upon (i) the payment in full of all outstanding Loans, upon notice 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 pursuant of a cash deposit (or at the discretion of the Administrative Agent a back up standby letter of credit satisfactory to Section 2.06(cthe Administrative Agent) equal to 105% of the aggregate undrawn amount of all outstanding Letters of Credit as of such date), at any time terminate(iii) the payment in full of the accrued and unpaid fees, or and (iv) the payment in full of all reimbursable expenses and other Obligations (other than Unliquidated Obligations) together with accrued and unpaid interest thereon. (c) The Borrower may from time to time reduce, reduce the Revolving Commitments; provided that (i) each reduction of the Revolving Commitments shall be in an amount that is an integral multiple of $1,000,000 1,000,000, and not less than $10,000,000, (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.082.10, the aggregate sum of the Revolving Credit Exposures of all Lenders would exceed the aggregate Commitments of all Lenders then in effect, and (iii) if, after giving effect to any reduction of the aggregate Revolving Commitments, the Swing Line Sublimit exceeds the amount of the aggregate Commitments, such Sublimit shall be automatically reduced by the amount of such excess. (cd) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) or (c) of this Section at least three (3) two Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilitiesfacilities or other refinancing, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their Applicable Percentage. All fees accrued until the effective date of any termination of the Commitments shall be paid on the effective date of such terminationrespective Commitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, the Revolving Commitments shall terminate on the Revolving Credit Termination Loan Maturity Date, and the Term Loan Commitments shall terminate at 3:00 p.m. (Local Time) on the Effective Date unless fully funded prior thereto. (b) The Borrower may, upon notice to the Administrative Agent pursuant to Section 2.06(c), may at any time terminate, or from time to time reduce, the Revolving Commitments; provided that (i) each reduction of the Revolving Commitments shall be in an amount that is an integral multiple of the U.S. Dollar Amount of U.S. $1,000,000 and not less than the U.S. Dollar Amount of U.S. $10,000,000, 5,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.082.11, the aggregate Revolving Credit Exposures of all Lenders would exceed the aggregate Commitments of all Lenders then in effect, and (iii) if, after giving effect to any reduction of the aggregate Revolving Commitments, the Swing Line Sublimit exceeds the amount of the aggregate Commitments, such Sublimit shall be automatically reduced by the amount of such excess. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their Applicable Percentage. All fees accrued until the effective date of any termination of the Commitments shall be paid on the effective date of such terminationrespective Commitments.

Termination and Reduction of Commitments. (a) Unless previously terminatedterminated pursuant to the terms of this Agreement, the Commitments shall terminate on the Revolving Credit Termination DateMaturity Date (as it may be extended with respect to some or all of the Commitments pursuant to Section 2.21). (b) The Borrower may, upon notice to the Administrative Agent pursuant to Section 2.06(c), may at any time terminate, or from time to time reduce, the Commitments; provided that (i) each reduction of the Commitments shall be in an amount that is an integral multiple of $1,000,000 5,000,000 and not less than $10,000,00020,000,000 (in each case, unless equal to the entire remaining amount of the Commitments) and (ii) the Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.082.10, the aggregate Total Revolving Credit Exposures of all Lenders Exposure would exceed the aggregate Commitments of all Lenders then in effect, and (iii) if, after giving effect to any reduction of the aggregate Aggregate Commitments, the Swing Line Sublimit exceeds the amount of the aggregate Commitments, such Sublimit shall be automatically reduced by the amount of such excess. (c) The Borrower shall notify the Administrative Agent by telephone or email (and, in the case of telephonic notice, promptly confirmed by email) of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three (3) Business Days (or such shorter period as shall be acceptable to the Administrative Agent) prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a any such notice of termination or reduction of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness occurrence of other credit facilitiesone or more events specified therein, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their Applicable Percentage. All fees accrued until the effective date of any termination of the Commitments shall be paid on the effective date of such terminationrespective Commitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, the Aggregate Commitments shall terminate on the Revolving Credit Termination Maturity Date. (b) The Borrower may, upon notice to the Administrative Agent pursuant to Section 2.06(c), WPZ may at any time terminate, or from time to time reduce, the Aggregate Commitments; provided that (i) each reduction of the Aggregate Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $10,000,000, 5,000,000 and (ii) the Borrower WPZ shall not terminate or reduce the Aggregate Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.082.11, the aggregate Revolving Aggregate Outstanding Credit Exposures of all Lenders Exposure would exceed the aggregate Commitments of all Lenders then in effect, and (iii) if, after giving effect to any reduction of the aggregate Aggregate Commitments, the Swing Line Sublimit exceeds the amount of the aggregate Commitments, such Sublimit shall be automatically reduced by the amount of such excess. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Aggregate Commitments under paragraph (b) of this Section at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Revolving Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Aggregate Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilitiesfacilities or another event, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Aggregate Commitments shall be permanent. Each reduction of the Aggregate Commitments shall be made ratably among the Lenders in accordance with their Applicable Percentage. All fees accrued until respective Commitments, except as provided in clause (d) below. (d) WPZ may terminate the effective date unused amount of the Commitment of a Defaulting Lender upon one Business Day’s prior notice to the Administrative Agent (which will promptly notify the Lenders thereof), provided that such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent or any Lender may have against such Defaulting Lender. (e) In the event that (i) a Prepayment Event occurs, the Commitments shall reduce on the fifth Business Day following receipt of the Net Cash Proceeds attributable to such Prepayment Event in an amount equal such Net Cash Proceeds (whether or not any prepayment is required to be made in accordance with Section 2.11(b) of this Agreement) and (ii) the “Aggregate Commitments” (as defined in the Existing Credit Agreement) exceeds $3,500,000,000 (with such increase effectuated in accordance with the terms of the Existing Credit Agreement), the Commitments shall reduce in an amount equal to such incremental “Commitments” (as defined in the Existing Credit Agreement). (f) Notwithstanding the foregoing, all of the provisions of the Loan Documents which by their terms survive termination of the Commitments Commitments, including, without limitation, those provisions set forth in Section 9.06, shall survive and not be paid on the effective date of such terminationdeemed terminated, but shall remain in full force and effect.

Termination and Reduction of Commitments. (a) Unless previously terminated, the Commitments The Commitment of each Lender shall automatically terminate on the Revolving Termination Date applicable to such Lender as provided in Section 2.09. If any Letter of Credit remains outstanding on the Termination Date, the Borrower will deposit with the Administrative Agent an amount in Cash Collateral equal to 105% of the aggregate undrawn amount of such Letter of Credit to secure the Borrower’s reimbursement obligations with respect to any drawings that may occur thereunder. (b) The Borrower may, upon notice to the Administrative Agent pursuant to Section 2.06(c), may at any time terminate, or from time to time reduce, the Commitments; provided that (i) each reduction of the Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $10,000,000, 5,000,000 and (ii) the Borrower shall not terminate or reduce the any Commitments if, after giving effect to such termination or reduction and any concurrent prepayment of the Loans in accordance with Section 2.082.11, the aggregate Revolving Credit Exposures of all Lenders total Aggregate Exposure would exceed the aggregate Commitments of all Lenders then in effect, and (iii) if, after giving effect to any reduction of the aggregate Aggregate Commitments, the Swing Line Sublimit exceeds the amount of the aggregate Commitments, such Sublimit shall be automatically reduced by the amount of such excess. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. . (d) Any termination or reduction of the Commitments shall be permanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their Applicable Percentage. All fees accrued until the effective date of any termination of the Commitments shall be paid on the effective date of such terminationrespective Commitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, the Commitments shall terminate on the Revolving Credit Termination Date. (b) The Borrower may, upon notice to the Administrative Agent pursuant to Section 2.06(c), Borrowers may at any time terminate, or from time to time reduce, the Revolving Facility Commitments; provided provided, that (i) each reduction of the Revolving Facility Commitments shall be in an amount that is an integral multiple of $1,000,000 250,000 and not less than $10,000,0001,000,000 (or, if less, the remaining amount of the Revolving Facility Commitments) and (ii) the Borrower Borrowers shall not terminate or reduce the Revolving Facility Commitments if, after giving effect to any concurrent prepayment of the Revolving Facility Loans in accordance with Section 2.082.11, the aggregate Revolving Facility Credit Exposures of all Lenders Exposure would exceed the aggregate Commitments of all Lenders then in effecttotal Revolving Facility Commitments. (b) If at any time, and (iii) if, after giving effect from time to any reduction of the aggregate Commitmentstime, the Swing Line Sublimit exceeds Existing Midcap Facility Commitments are increased to an amount greater than the amount of Specified Existing Midcap Facility Committed Amount, the aggregate Commitments, such Sublimit Revolving Facility Commitments shall be automatically reduced by on a dollar-for-dollar basis by the amount of such excessby which the actual Existing Midcap Facility Commitments exceed the Specified Existing Midcap Facility Committed Amount. (c) The Primary Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Facility Commitments under paragraph (ba) of this Section 2.08 at least three (3) Business Days prior to the effective date of such termination or reductionreduction (or such shorter period acceptable to the Administrative Agent), specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the applicable Lenders of the contents thereof. Each notice delivered by the Primary Borrower pursuant to this Section 2.08 shall be irrevocable; provided provided, that a notice of termination or reduction of the Revolving Facility Commitments delivered by the Primary Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, indentures or similar agreements or other transactions, in which case such notice may be revoked by the Primary Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their Applicable Percentage. All fees accrued until the effective date of any termination of the Commitments shall be paid on the effective date of such terminationrespective Commitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, the Revolving Commitments shall automatically terminate on the Revolving Credit Termination Maturity Date. (b) The Borrower may, upon notice to the Administrative Agent pursuant to Section 2.06(c), may at any time terminate, or from time to time permanently reduce, the CommitmentsCommitments of any Class; provided that (i) each partial reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 and not less than $10,000,000, 5,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.082.10, the aggregate Aggregate Revolving Credit Exposures of all Lenders Exposure would exceed the aggregate Commitments of all Lenders then in effect, and (iii) if, after giving effect to any reduction of the aggregate Commitments, the Swing Line Sublimit exceeds the amount of the aggregate Commitments, such Sublimit shall be automatically reduced by the amount of such excessAggregate Revolving Commitment. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the applicable Class of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination or reduction of the Revolving Commitments delivered by the Borrower under paragraph (b) of this Section may state that such notice is conditioned upon the effectiveness occurrence of other credit facilitiesone or more events specified therein, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their Applicable Percentage. All fees accrued until the effective date of any termination of the respective Commitments shall be paid on the effective date of such terminationClass.

Termination and Reduction of Commitments. (a) Unless previously terminated, the Revolving Commitments shall terminate on the Revolving Credit Termination Maturity Date. (b) The Parent Borrower may, upon notice to the Administrative Agent pursuant to Section 2.06(c), may at any time terminate, or from time to time reduce, the CommitmentsRevolving Commitments under any Revolving Facility; provided that (i) each reduction of the Revolving Commitments under any Revolving Facility shall be in an amount that is an integral multiple of $1,000,000 100,000, in the case of USD Revolving Commitments or the Dollar Equivalent of €100,000, in the case of Euro Revolving Commitments, as applicable, and not less than $10,000,0001,000,000, in the case of USD Revolving Commitments or the Dollar Equivalent of €1,000,000, in the case of Euro Revolving Commitments, as applicable, and (ii) the Parent Borrower shall not terminate or reduce the Revolving Commitments under a Revolving Facility if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.082.13, the aggregate Revolving Credit Exposures of all Lenders would exceed the aggregate total USD Revolving Commitments of all Lenders then in effect, and (iii) if, after giving effect to any reduction of or the aggregate Commitments, the Swing Line Sublimit Euro Revolving Loans would exceeds the amount of the aggregate Euro Revolving Commitments, such Sublimit shall be automatically reduced by the amount of such excess. (c) The Parent Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under paragraph (b) of this Section at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any written notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Parent Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Revolving Commitments delivered by the Parent Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Parent Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Revolving Commitments shall be permanent. Each reduction of the Revolving Commitments shall be made ratably among the Lenders in accordance with their Applicable Percentage. All fees accrued until the effective date of any termination of the Commitments shall be paid on the effective date of such terminationrespective Revolving Commitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, the Initial Revolving Commitments shall automatically terminate on the Initial Revolving Credit Termination Maturity Date. (b) The Upon delivering the notice required by Section 2.09(d), the Lead Borrower maymay at any time terminate the Commitments of any Class upon (i) the payment in full in Cash of all outstanding Revolving Loans of such Class, upon notice 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 pursuant of a Cash deposit (or, if reasonably satisfactory to the applicable Issuing Bank, a backup standby letter of credit) equal to 100% (or, 102.5%, in the case of any European Letter of Credit) of the relevant LC Exposure (minus the amount then on deposit in the US LC Collateral Account, Canadian LC Collateral Account or European LC Collateral Account, as applicable) as of such date) and (iii) the payment in full of all accrued and unpaid fees and all reimbursable expenses and other non-contingent Obligations with respect to the Revolving Facility of such Class then due, together with accrued and unpaid interest (if any) thereon. (c) Upon delivering the notice required by Section 2.06(c2.09(d), at any time terminate, or the Lead Borrower may from time to time reduce, reduce the Commitments; provided that (i) each reduction of the Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $10,000,000, 1,000,000 and (ii) the Lead Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.082.10 or Section 2.11, the aggregate Revolving Credit Exposures of all Lenders Exposure would exceed the aggregate Commitments of all Lenders then in effect, and (iii) if, after giving effect to any reduction of the aggregate Commitments, the Swing Line Sublimit exceeds the amount of the aggregate Commitments, such Sublimit shall be automatically reduced by the amount of such excessAggregate Commitment. (cd) The Lead Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) or (c) of this Section 2.09 in writing at least three (3) Business 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 notice, the Administrative Agent shall advise the Lenders of the applicable Class of the contents thereof. Each notice delivered by the Lead Borrower pursuant to this Section 2.09 shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Lead Borrower may state that such notice is conditioned upon the effectiveness of other credit facilitiestransactions, in which case such notice may be revoked by the Lead Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments pursuant to this Section 2.09 shall be permanent. Each Upon any reduction of the Commitments Commitments, the Commitment of each Lender shall be made ratably among the Lenders in accordance with their reduced by such Lender’s Applicable Percentage. All fees accrued until the effective date of any termination of the Commitments shall be paid on the effective date Percentage of such terminationreduction amount.

Termination and Reduction of Commitments. (a) Unless previously terminated, the US Tranche Revolving Commitments and the European Tranche Commitments shall terminate on the Revolving Credit Termination Maturity Date. (b) The Borrower may, upon notice to the Administrative Agent pursuant to Section 2.06(c), Company may at any time terminate, or from time to time reduce, the CommitmentsCommitments of the US Tranche or the European Tranche; provided that (i) each reduction of the Commitments of the applicable Tranche shall be in an amount that is an integral multiple of $1,000,000 the Borrowing Multiple for a Borrowing denominated in US Dollars and not less than $10,000,000the Borrowing Minimum for a Borrowing denominated in US Dollars, (ii) the Borrower Company shall not terminate or reduce the US Tranche Revolving Commitments if, after giving effect to any concurrent prepayment of the US Tranche Revolving Loans in accordance with Section 2.082.11, the aggregate US Tranche Revolving Credit Exposures of all Lenders would exceed the aggregate Commitments of all Lenders then in effectUS Tranche Revolving Commitments, and (iii) the Company shall not terminate or reduce the European Tranche Commitments if, after giving effect to any reduction concurrent prepayment of the aggregate CommitmentsEuropean Tranche Revolving Loans in accordance with Section 2.11, the Swing Line Sublimit exceeds the amount of aggregate European Tranche Exposures would exceed the aggregate European Tranche Commitments, such Sublimit shall be automatically reduced by the amount of such excess. (c) The Borrower Company shall notify the Administrative Agent of any election to terminate or reduce the Commitments of any Class under paragraph (b) of this Section at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereofsuch election. Each notice delivered by the Borrower Company pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower Company may state that such notice is conditioned upon the effectiveness of other credit facilitiesfacilities or any other transaction, in which case such notice may be revoked by the Borrower Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the 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 Applicable Percentage. All fees accrued until the effective date of any termination of the respective Commitments shall be paid on the effective date of such terminationClass.

Termination and Reduction of Commitments. (a) Unless previously terminated, the Multi-Year Facility Commitments shall terminate on the Revolving Credit Multi-Year Facility Commitment Termination Date. (b) The Borrower may, upon notice to the Administrative Agent pursuant to Section 2.06(c), may at any time terminate, or from time to time reduce, each of the Multi-Year Facility Commitments; provided that (i) each such reduction of the Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $10,000,000, 5,000,000 and (ii) the Borrower shall not terminate or reduce the Multi-Year Facility Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.082.11, the aggregate Revolving Credit Multi-Year Facility Exposures of all Lenders would exceed the aggregate Commitments of all Lenders then in effect, and (iii) if, after giving effect to any reduction of the aggregate total Multi-Year Facility Commitments, the Swing Line Sublimit exceeds the amount of the aggregate Commitments, such Sublimit shall be automatically reduced by the amount of such excess. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Multi-Year Facility Commitments under paragraph (b) of this Section at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Multi-Year Facility Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Multi-Year Facility Commitments shall be permanent. Each reduction of the Multi-Year Facility Commitments shall be made ratably among the Lenders in accordance with their Applicable Percentage. All fees accrued until the effective date of any termination of the Commitments shall be paid on the effective date of such terminationrespective Multi-Year Facility Commitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, the Revolving Commitments shall terminate on the Revolving Credit Termination Maturity Date. (b) The Borrower maymay at any time terminate the Commitments (including the Commitments under the Fast Track Loan Agreement) upon (i) the payment in full of all outstanding Loans, upon notice 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 furnishing to the Administrative Agent pursuant of a cash deposit (or at the discretion of the Administrative Agent a backup standby letter of credit satisfactory to Section 2.06(cthe Administrative Agent and the Issuing Bank) in an amount equal to 105% of the LC Exposure as of such date), at any time terminate(iii) the payment in full of the accrued and unpaid fees, or 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 Revolving Commitments; provided that (i) each reduction of the Revolving Commitments shall be in an amount that is an integral multiple of $1,000,000 5,000,000 and not less than $10,000,000, 5,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.082.10, the Aggregate Revolving Exposure would exceed the lesser of the aggregate Revolving Credit Exposures of all Lenders would exceed Commitments and the aggregate Commitments of all Lenders then in effect, and (iii) if, after giving effect to any reduction of the aggregate Commitments, the Swing Line Sublimit exceeds the amount of the aggregate Commitments, such Sublimit shall be automatically reduced by the amount of such excessBorrowing Base. (cd) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) or (c) of this Section at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their Applicable Percentage. All fees accrued until the effective date of any termination of the Commitments shall be paid on the effective date of such terminationrespective Commitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, The Term Loan Commitments for the Initial Term Loans in effect on the Closing Date shall automatically terminate upon the making of the Initial Term Loans on the Closing Date. The 2018 Incremental Term Loan Commitments for the 2018 Incremental Term Loans in effect on the First Incremental Amendment Date shall automatically terminate upon the making of the 2018 Incremental Term Loans on the First Incremental Amendment Date. The 2020 Incremental Term Loan Commitments for the 2020 Incremental Term Loans in effect on the Third Incremental Amendment Date shall automatically terminate upon the making of the 2020 Incremental Term Loans on the Third Incremental Amendment Date. The 2021 Incremental Term Loan Commitments for the 2021 Incremental Term Loans in effect on the Sixth Amendment Effective Date shall automatically terminate upon the making of the 2021 Incremental Term Loans on the Sixth Amendment Effective Date. The Revolving Commitments and the LC Commitment shall automatically terminate on the Revolving Credit Termination Maturity Date. (b) The Borrower may, upon notice to the Administrative Agent pursuant to Section 2.06(c), may at any time in whole permanently terminate, or from time to time reduce, in part permanently reduce any Class of Commitments selected by the CommitmentsBorrower; provided that (i) each partial reduction of the any Class of Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than in a minimum amount of $10,000,000, 2,000,000 and (ii) the Borrower Revolving Commitments shall not terminate be terminated or reduce the Commitments reduced if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.082.12, the aggregate amount of Revolving Credit Exposures of all Lenders would exceed the aggregate Commitments of all Lenders then in effect, and (iii) if, after giving effect to any reduction of the aggregate Commitments, the Swing Line Sublimit exceeds the amount of the aggregate Revolving Commitments, such Sublimit shall be automatically reduced by the amount of such excess. (c) The Borrower shall notify the Administrative Agent in writing of any election to terminate or reduce the Commitments under paragraph (bSection 2.09(b) of this Section at least three (3) Business Days prior to the effective date of such termination or 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 the Borrower pursuant to this Section 2.09 shall be irrevocable; provided that a the Borrower may rescind or postpone any notice of termination or reduction of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is termination or reduction would have resulted from a refinancing, which refinancing shall not satisfiedbe consummated or otherwise shall be delayed. 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 Applicable Percentage. All fees accrued until the effective date of any termination of the respective Commitments shall be paid on the effective date of such terminationClass.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Term Commitments shall terminate upon the Borrowing of Term Loans on the Effective Date and (ii) the Revolving Commitments shall terminate on the Revolving Credit Termination Maturity Date. (b) The Borrower may, upon notice to the Administrative Agent pursuant to Section 2.06(c), may at any time terminate, or from time to time reduce, the Commitments; 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 $1,000,000 500,000 and not less than $10,000,000, 1,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans in accordance with Section 2.082.11, the aggregate Revolving Credit Exposures of all Lenders would exceed the aggregate Commitments of all Lenders then in effect, and (iii) if, after giving effect to any reduction of the aggregate Revolving Commitments, the Swing Line Sublimit exceeds the amount of the aggregate Commitments, such Sublimit shall be automatically reduced by the amount of such excess. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; , provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilitiesfacilities 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 the Borrower (by notice to the Administrative Agent on or prior to the specified effective datedate of termination) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the The Borrower may not designate that any Commitments shall be made ratably among the Lenders in accordance with their Applicable Percentage. All fees accrued until the effective date of any termination of Class, other than the Term Commitments shall and the Revolving Commitments, be paid on terminated or reduced under this Section 2.08 unless such offer is accompanied by at least a pro rata offer to purchase, terminate or reduce Term Commitments or Revolving Commitments, as the effective date of such terminationcase may be.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Tranche B Term Loan Commitments shall terminate at 4:00 p.m., Chicago time, on the Effective Date and (ii) all other Commitments shall terminate on the Revolving Credit Termination Maturity Date. (b) The Borrower maymay at any time terminate the Revolving Commitments upon (i) the payment in full of all outstanding Revolving Loans, upon notice 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 pursuant of a cash deposit (or at the discretion of the Administrative Agent a back up standby letter of credit satisfactory to Section 2.06(cthe Administrative Agent) equal to the LC Exposure as of such date), at any time terminate, or . (c) The Borrower may from time to time reduce, reduce the Revolving Commitments; provided that (i) each reduction of the Revolving Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $10,000,000, (ii) the Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.08, the aggregate Revolving Credit Exposures of all Lenders would exceed the aggregate Commitments of all Lenders then in effect, and (iii) if, after giving effect to any reduction of the aggregate Commitments, the Swing Line Sublimit exceeds the amount of the aggregate Commitments, such Sublimit shall be automatically reduced by the amount of such excess5,000,000. (cd) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) or (c) of this Section at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their Applicable Percentage. All fees accrued until the effective date of any termination of the Commitments shall be paid on the effective date of such terminationrespective Commitments.

Termination and Reduction of Commitments. (ai) Unless previously terminated, the Aggregate Revolving Commitments shall terminate on the Revolving Credit 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 DateDate 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) The Borrower may, upon notice to the Administrative Agent pursuant to Section 2.06(c), Borrowers may at any time terminate, or terminate the Aggregate Revolving Commitments upon the Payment in Full of the Secured Obligations. (iii) The Borrowers may from time to time reduce, reduce the Aggregate Revolving Commitments; provided that (iA) each reduction of the Aggregate Revolving Commitments shall be in an amount a Dollar Equivalent that is an integral multiple of $1,000,000 and not less than $10,000,000, 5,000,000 and (iiB) the Borrower Borrowers shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.082.11, the aggregate Aggregate Revolving Credit Exposures of all Lenders Exposure would exceed the aggregate Commitments of all Lenders then in effect, and (iii) if, after giving effect to any reduction lesser of the aggregate Commitments, Aggregate Revolving Commitment and the Swing Line Sublimit exceeds the amount of the aggregate Commitments, such Sublimit shall be automatically reduced by the amount of such excessRevolving Borrowing Base. (civ) 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 at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower Representative pursuant to this Section shall be irrevocable; provided that a notice of termination of the Aggregate Revolving Commitments delivered by the Borrower Representative may state that such notice is conditioned upon the effectiveness of other credit facilitiesfacilities or other transactions specified therein, in which case such notice may be revoked by the Borrower Representative (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Aggregate Revolving Commitments shall be permanent. Each reduction of the Aggregate Revolving Commitments shall be made ratably among the Lenders in accordance with their Applicable Percentage. All fees accrued until respective Revolving Commitments; provided, with respect to the effective date of First Amendment Temporary Increase Commitments, any such termination of the Commitments or reduction shall be paid on made ratably only among the effective date of Lenders with First Amendment Temporary Increase Commitments, in accordance with their respective First Amendment Temporary Increase Commitments at such terminationtime.

Termination and Reduction of Commitments. (a) The Term Loan Commitments (other than any Incremental Term Loan Commitments) shall automatically terminate at 5:00 p.m., New York City time, on the last day of the Term Loan Availability Period. Unless previously terminatedterminated earlier pursuant to the applicable Incremental Term Loan Assumption Agreement, the Incremental Term Loan Commitments shall automatically terminate at 5:00 p.m., New York City time, on the Incremental Facility Cutoff Date. The Revolving Credit Commitments and the L/C Commitments shall automatically terminate on the Maturity Date. Notwithstanding the foregoing, all the Commitments shall automatically terminate at 5:00 p.m., New York City time, on February 29, 2000, if the Revolving initial Credit Termination DateEvent shall not have occurred by such time. (b) The Borrower may, upon Upon at least three Business Days' prior irrevocable written or fax notice to the Administrative Agent pursuant to Section 2.06(c)Agent, the Borrower may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Term Loan Commitments or the Revolving Credit Commitments; provided provided, however, that (i) each partial reduction of the Term Loan Commitments or the Revolving Credit Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than in a minimum amount of $10,000,000, 10,000,000 and (ii) the Borrower Total Revolving Credit Commitment shall not terminate or reduce be reduced to an amount that is less than the Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.08, the aggregate Aggregate Revolving Credit Exposures of all Lenders would exceed Exposure at the aggregate Commitments of all Lenders then in effect, and (iii) if, after giving effect to any reduction of the aggregate Commitments, the Swing Line Sublimit exceeds the amount of the aggregate Commitments, such Sublimit shall be automatically reduced by the amount of such excesstime. (c) The Borrower shall notify If any prepayment of Term Loans would be required pursuant to Section 2.13 but cannot be made because there are no Term Loans outstanding, or because the Administrative Agent amount of any election to terminate or reduce the Commitments under paragraph (b) required prepayment exceeds the outstanding amount of this Section at least three (3) Business Days prior to Term Loans, then, on the effective date of that such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any noticeprepayment is required, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Revolving Credit Commitments shall be permanent. reduced by an aggregate amount equal to the amount of the required prepayment or the excess of such amount over the outstanding amount of Term Loans, as the case may be, on the day any such prepayment of Term Loans is, or would be, required by Section 2.13. (d) Each reduction of in the Term Loan Commitments or the Revolving Credit Commitments hereunder shall be made ratably among the Lenders in accordance with their Applicable Percentagerespective applicable Commitments. All fees accrued until The Borrower shall pay to the effective Administrative Agent for the account of the applicable Lenders, on the date of any each termination or reduction, the Commitment Fees on the amount of the Commitments shall be paid on so terminated or reduced accrued to but excluding the effective date of such terminationtermination or reduction.

Termination and Reduction of Commitments. (a) Unless previously terminatedIf the Combined Closing Date occurs, the Commitments shall terminate automatically be terminated in full upon the making of the Loans in a single drawing on the Revolving Credit Termination Combined Closing Date. (b) The Borrower mayIf the PXP Closing Date occurs prior to the MMR Closing Date, the Commitments shall automatically be reduced upon the making of the Loans on the PXP Closing Date by the aggregate principal amount of such Loans made on the PXP Closing Date. (c) If the MMR Closing Date occurs prior to the PXP Closing Date, the Commitments shall automatically be reduced upon the making of the Loans on the MMR Closing Date by the aggregate principal amount of such Loans made on the MMR Closing Date. (d) Unless previously terminated, upon notice the occurrence of the later of the PXP Termination Date and the MMR Termination Date, the Commitments shall automatically be terminated in full. (e) If the PXP Acquisition Agreement is terminated prior to the Administrative Agent pursuant consummation of the PXP Acquisition, the Commitments shall automatically be reduced to Section 2.06(c)$2,500,000,000 on the date of such termination, to the extent the aggregate amount of outstanding undrawn Commitments on such date exceeds such amount. (f) FCX may at any time terminate, or from time to time reduce, the Commitments; provided that (i) each reduction of the Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $10,000,000, (ii) the Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.08, the aggregate Revolving Credit Exposures of all Lenders would exceed the aggregate Commitments of all Lenders then in effect, and (iii) if, after giving effect to any reduction of the aggregate Commitments, the Swing Line Sublimit exceeds the amount of the aggregate Commitments, such Sublimit shall be automatically reduced by the amount of such excess5,000,000. (cg) The Borrower FCX shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (bf) of this Section Section, at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election or reduction and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower FCX pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower . (by notice to the Administrative Agent on or prior to the specified effective dateh) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with the amounts of their Applicable Percentage. All fees accrued until the effective date of any termination of the Commitments shall be paid on the effective date of such terminationindividual Commitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, the Commitments shall terminate on the Revolving Credit Termination Maturity Date. (b) The Borrower may, upon notice to the Administrative Agent pursuant to Section 2.06(c), Company may at any time terminate, or from time to time reduce, the Commitments; provided that (i) each reduction of the Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $10,000,0001,000,000, (ii) the Borrower Company shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.082.11, the aggregate Dollar Amount of the sum of the Revolving Credit Exposures of all Lenders would exceed the aggregate Commitments of all Lenders then in effect, Aggregate Commitment and (iii) if, after giving effect to any reduction of the aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the aggregate Aggregate Commitments, such Sublimit shall be automatically reduced by the amount of such excess. (c) The Borrower Company shall notify the Administrative Agent (in a form reasonably acceptable to Administrative Agent) of any election to terminate or reduce the Commitments under paragraph (b) of this Section not later than 11:00 a.m. at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower Company pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower Company may state that such notice is conditioned upon the effectiveness of other credit facilitiesfacilities or other transactions specified therein, in which case such notice may be revoked by the Borrower Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their Applicable Percentagerespective Commitments. All fees accrued until the effective date of any termination or reduction of the Aggregate Commitments shall be paid on the effective date of such termination.

Termination and Reduction of Commitments. (a) Unless previously terminated, the Commitments with respect to Tranche 1 Loans shall terminate on the Revolving Credit Tranche 1 Availability Termination Date and the Commitments with respect to Tranche 2 Loans shall terminate on the Tranche 2 Availability Termination Date. (b) On the date of each Loan made by any Lender such Lender's Commitment shall be reduced by an amount equal to such Loan. (c) If a prepayment would be required pursuant to paragraph (b) or (c) of Section 2.09, all Commitments then in effect shall be reduced ratably by an aggregate amount equal to the excess, if any, of the amount of the required prepayment over the aggregate principal amount of Loans outstanding immediately prior to giving effect to such prepayment. (d) The Borrower may, upon notice to the Administrative Agent pursuant to Section 2.06(c), may at any time terminate, or from time to time reduce, the Commitments; provided PROVIDED that (i) each reduction of the Commitments pursuant to this paragraph (d) shall be in an amount that is an integral multiple of $1,000,000 and not less than $10,000,000, (ii) the Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.08, the aggregate Revolving Credit Exposures of all Lenders would exceed the aggregate Commitments of all Lenders then in effect, and (iii) if, after giving effect to any reduction of the aggregate Commitments, the Swing Line Sublimit exceeds the amount of the aggregate Commitments, such Sublimit shall be automatically reduced by the amount of such excess1,000,000. (ce) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (bd) of this Section at least three (3) one Business Days Day prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction of the Commitments pursuant to paragraph (d) of this Section shall be made ratably among the Lenders in accordance with their Applicable Percentage. All fees accrued until respective Commitments; PROVIDED that the effective date of any termination of Borrower may, in its discretion, reduce the Commitments shall be paid on of Lucent Lenders pursuant to such paragraph (d) without reducing the effective date Commitments of such terminationother Lenders.

Termination and Reduction of Commitments. (a) Unless previously terminatedThe Term Loan Commitments shall automatically terminate at 5:00 p.m., New York City time, on the Third Amendment Effectiveness Date. The Revolving Commitments, the Commitments Swingline Commitment and the LC Commitment shall automatically terminate on the Revolving Credit Termination Maturity Date. (b) The At its option, the applicable Borrower may, upon notice to the Administrative Agent pursuant to Section 2.06(c), may at any time terminate, or from time to time permanently reduce, the CommitmentsCommitments 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 $1,000,000 1.0 million and not less than $10,000,000, 5.0 million and (ii) the Borrower Revolving Commitments shall not terminate be terminated or reduce the Commitments reduced if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.082.10, the aggregate amount of Revolving Credit Exposures of all Lenders would exceed the aggregate Commitments of all Lenders then in effect, and (iii) if, after giving effect to any reduction of the aggregate Commitments, the Swing Line Sublimit exceeds the amount of the aggregate Revolving Commitments, such Sublimit shall be automatically reduced by the amount of such excess. (c) The applicable Borrower shall notify the Administrative Agent in writing of any election to terminate or reduce the Commitments under paragraph (bSection 2.07(b) of this Section at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the a Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the a Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the a Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the 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 Applicable Percentage. All fees accrued until the effective date of any termination of the respective Commitments shall be paid on the effective date of such terminationClass. (d) The LC Commitment shall automatically be reduced on a dollar for dollar basis by the face amount of letters of credit terminated in connection with any Permitted Sale and Leaseback Transaction one Business Day after the receipt of such proceeds; provided that the LC Commitment shall not be reduced below $20.0 million pursuant to this Section 2.07(d).

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Construction Loan Commitments shall terminate on the Construction Loan Commitment Termination Date, and (ii) the Revolving Credit Commitments shall terminate on the Revolving Credit Commitment Termination Date. (bi) The Borrower may, upon notice to the Administrative Agent pursuant to Section 2.06(c), at any time terminate, or from time to time reduce, the Commitments; provided that (i) each reduction of the Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $10,000,000, (ii) the Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.08, the aggregate Revolving Credit Exposures of all Lenders would exceed the aggregate Commitments of all Lenders then in effect, and (iii) if, after giving effect to any reduction of the aggregate Commitments, the Swing Line Sublimit exceeds the amount of the aggregate Commitments, such Sublimit shall be automatically reduced by the amount of such excess. (c) The Borrower Company shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (bc) of this Section at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. (ii) The Company shall pay Project Costs first with the cash proceeds from sales of Capacity. The Company shall notify the Administrative Agent of any election to pay Project Costs with any funds other than those available under the Loans, the Sponsor Pre-Sale Capacity Commitments and the Equity Contribution Agreements. The Construction Loan Commitments shall automatically be reduced by an amount equal to the amount of Project Costs being paid with such funds, other than the portion thereof attributable to Sponsor Pre-Sale Capacity Commitments. (iii) Promptly following receipt of any noticenotice under clause (i) or (ii), the Administrative Agent shall advise the Lenders each applicable Lender of the contents thereofthereof and the resulting Construction Loan Commitment amount (which amounts shall be determined as of such date of reduction in the manner specified in Section 2.2(a)). Each notice delivered by the Borrower Company pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments any Commitment shall be permanent. Each reduction of the Commitments any Commitment shall be made ratably among the applicable Lenders in accordance with their Applicable Percentage. All fees accrued until respective Commitments. (c) The Company may at any time terminate, or from time to time reduce, either or both the effective date of any termination Revolving Credit Commitments and the Construction Loan Commitments; PROVIDED that each reduction of the Commitments shall be paid on the effective date in an amount that is an integral multiple of such termination$1,000,000.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Dollar Term Commitments shall terminate at 5:00 p.m., New York City time, on the Effective Date and (ii) the Revolving Commitments shall terminate on the Revolving Credit Termination Maturity Date. (b) The Borrower may, upon notice to the Administrative Agent pursuant to Section 2.06(c), may at any time terminate, or from time to time reduce, the Commitments; 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 $1,000,000 500,000 and not less than $10,000,000, 1,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans in accordance with Section 2.082.11, the aggregate Revolving Credit Exposures of all Lenders would exceed the aggregate Commitments of all Lenders then in effect, and (iii) if, after giving effect to any reduction of the aggregate Revolving Commitments, the Swing Line Sublimit exceeds the amount of the aggregate Commitments, such Sublimit shall be automatically reduced by the amount of such excess. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three (3) one Business Days Day prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; , provided that a notice of termination of the Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilitiesfacilities 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 the Borrower (by notice to the Administrative Agent on or prior to the specified effective datedate of termination) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their Applicable Percentage. All fees accrued until the effective date of any termination of the respective Commitments shall be paid on the effective date of such terminationClass.

Termination and Reduction of Commitments. (a) Unless previously terminated, the The Commitments shall terminate be automatically terminated on the Revolving Credit Termination Maturity Date. (b) The Borrower may, upon Upon at least two Business Days' prior irrevocable written notice to the Administrative Agent pursuant to Section 2.06(c)Agent, the Borrower may at any time in whole permanently terminate, or from time to time in part permanently reduce, the CommitmentsTotal Commitment; provided provided, however, that (i) each partial reduction of the Commitments Total Commitment shall be in an amount that is an integral multiple of $1,000,000 5,000,000 and not less than $10,000,000, (ii) the Borrower no such termination or reduction shall not terminate or be made that would reduce the Commitments if, Total Commitment to an amount less than (A) the aggregate principal amount of outstanding Loans on the date of such termination or reduction (after giving effect to any concurrent prepayment made pursuant to Section 2.10) or (B) $5,000,000, unless the result of such termination or reduction referred to in this clause (B) is to reduce the Loans in accordance with Total Commitment to $0. The Agent shall advise the Lenders of any notice given pursuant to this Section 2.08, the aggregate Revolving Credit Exposures 2.09(b) and of all Lenders would exceed the aggregate Commitments each Lender's portion of all Lenders then in effect, and (iii) if, after giving effect to any such termination or reduction of the aggregate Commitments, the Swing Line Sublimit exceeds the amount of the aggregate Commitments, such Sublimit shall be automatically reduced by the amount of such excessTotal Commitment. (c) The Borrower agrees that upon each reduction in the Holdings Total Commitment (other than pursuant to Article VI of the Three-Year Amended and Restated Facility) the Total Commitment shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three (3) Business Days prior automatically be reduced by an amount approximately equal to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders Holdings Ratable Percentage of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower Total Commitment. (by notice to the Administrative Agent on or prior to the specified effective dated) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction of in the Commitments Total Commitment hereunder shall be made ratably among the Lenders in accordance with their Applicable Percentagerespective Commitments. All fees accrued until The Borrower shall pay to the effective Agent for the account of the Lenders, on the date of any each termination or reduction of the Total Commitment, the Facility Fees on the amount of the Commitments shall be paid on so terminated or reduced accrued through the effective date of such terminationtermination or reduction.

Termination and Reduction of Commitments. (a) Unless previously terminated, the Commitments shall terminate on the Revolving Credit Termination Date. (b) The Borrower may, upon notice to the Administrative Agent pursuant to Section 2.06(c), may at any time terminate, or from time to time reduce, the Commitments; provided that (i) each reduction of the Commitments shall be in an amount that is an integral multiple minimum aggregate amounts of $1,000,000 and not 10,000,000 (unless the total Commitment at such time is less than $10,000,000, in which case, in an amount equal to the total Commitment at such time) and, if such reduction is greater than $10,000,000, in integral multiples of $5,000,000 in excess of such amount and (ii) the Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.082.11, the aggregate sum of the Revolving Credit Exposures plus the aggregate principal amount of all Lenders outstanding Competitive Loans would exceed the aggregate Commitments of all Lenders then in effect, and (iii) if, after giving effect to any reduction of the aggregate total Commitments, the Swing Line Sublimit exceeds the amount of the aggregate Commitments, such Sublimit shall be automatically reduced by the amount of such excess. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. Termination of the Commitments prior to the Termination Date shall also terminate the obligations of the Lenders to convert the Revolving Loans to Term Loans. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their Applicable Percentage. All fees accrued until the effective date of any termination of the Commitments shall be paid on the effective date of such terminationrespective Commitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, the Commitments shall terminate on the Revolving Credit Termination Maturity Date. (b) The Borrower may, upon notice to the Administrative Agent pursuant to Section 2.06(c), may at any time terminate, or from time to time reduce, the Commitments; provided that (i) each reduction of the Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $10,000,000, 10,000,000 and (ii) the Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.082.09, the aggregate total Revolving Credit Exposures of all Lenders would exceed the aggregate Commitments Aggregate Commitments. The amount of all Lenders then in effect, and (iii) if, after giving effect any such Aggregate Commitment reduction shall not be applied to any reduction of the aggregate Alternative Currency Sublimit unless otherwise specified by the Borrower or if the Alternative Currency Sublimit would exceed the Aggregate Commitments, in which case the Swing Line Alternative Currency Sublimit exceeds will only be reduced to the amount of extent such that it would not exceed the aggregate Aggregate Commitments, such Sublimit shall be automatically reduced by the amount of such excess. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Promptly following receipt of any notice pursuant to this Section 2.07(c), the Administrative Agent shall advise the Lenders of the contents thereof. Any termination or reduction of the Commitments shall be permanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their Applicable Percentage. All fees accrued until the effective date of any termination of the Commitments shall be paid on the effective date of such terminationrespective Commitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Term Commitments shall automatically terminate upon the funding of the Term Loans on the Effective Date and (ii) the Revolving Commitments shall automatically terminate on the Revolving Credit Termination Maturity Date. (b) The Borrower may, upon notice to the Administrative Agent pursuant to Section 2.06(c), may at any time terminate, or from time to time permanently reduce, the CommitmentsCommitments 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 $1,000,000 and not less than $10,000,000, 5,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans in accordance with Section 2.082.11, the aggregate Aggregate Revolving Credit Exposures of all Lenders Exposure would exceed the aggregate Commitments of all Lenders then in effect, and (iii) if, after giving effect to any reduction of the aggregate Commitments, the Swing Line Sublimit exceeds the amount of the aggregate Commitments, such Sublimit shall be automatically reduced by the amount of such excessAggregate Revolving Commitment. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the applicable Class of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination or reduction of the Revolving Commitments delivered by the Borrower under paragraph (b) of this Section may state that such notice is conditioned upon the effectiveness occurrence of other credit facilitiesone or more events specified therein, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective datedate or 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 Applicable Percentage. All fees accrued until the effective date of any termination of the respective Commitments shall be paid on the effective date of such terminationClass.

Termination and Reduction of Commitments. (a) Unless previously terminated, the Commitments shall terminate on the Revolving Credit Termination Maturity Date. (b) The Each Borrower may, upon notice to the Administrative Agent pursuant to Section 2.06(c), may at any time terminate, or from time to time reduce, the CommitmentsCommitments under any Facility; provided that (i) each reduction of the Commitments under any Facility shall be in an amount that is an integral multiple of $1,000,000 U.S.$500,000 and not less than $10,000,000U.S.$2.0 million (or, if less, the remaining amount of the Commitments), and (ii) the no Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment of the Revolving Facility Loans by one or more Borrowers in accordance with Section 2.082.13, the aggregate Revolving Facility Credit Exposures of all Lenders Exposure would exceed the aggregate Commitments of all Lenders then in effect, and (iii) if, after giving effect to any reduction of the aggregate total Commitments, the Swing Line Sublimit exceeds the amount of the aggregate Commitments, such Sublimit shall be automatically reduced by the amount of such excess. (c) The A Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the applicable Lenders of the contents thereof. Each notice delivered by the a Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the such Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the such Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction of the Commitments under any Facility shall be made ratably among the Lenders in accordance with their Applicable Percentage. All fees accrued until the effective date of any termination of the respective Commitments under such Facility. (d) The Commitments shall be paid automatically terminated in full on July 1, 2014 if the effective date of Closing Date has not occurred prior to such terminationdate.

Termination and Reduction of Commitments. (a) Unless previously terminated, the Revolving Facility Commitments shall terminate on the Revolving Credit Termination Facility Maturity Date. (b) The Borrower may, upon notice to the Administrative Agent pursuant to Section 2.06(c), may at any time terminate, or from time to time reduce, the Revolving Facility Commitments; provided that (i) each reduction of the Revolving Facility Commitments shall be in an amount that is an integral multiple of U.S. $1,000,000 and not less than U.S. $10,000,0005,000,000 (or, if less, the remaining amount of the Revolving Facility Commitments), and (ii) the Borrower shall not terminate or reduce the Revolving Facility Commitments if, after giving effect to any concurrent prepayment of the Revolving Facility Loans by the Borrower in accordance with Section 2.082.11, the aggregate sum of (x) the Revolving Facility Credit Exposures of all Lenders Exposure plus (y) the Swingline Facility Credit Exposure would exceed the aggregate Commitments of all Lenders then in effect, and (iii) if, after giving effect to any reduction of the aggregate total Revolving Facility Commitments, the Swing Line Sublimit exceeds the amount of the aggregate Commitments, such Sublimit shall be automatically reduced by the amount of such excess. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Facility Commitments under paragraph (b) of this Section at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Revolving Facility Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Revolving Facility Commitments 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 shall be made ratably among the Lenders in accordance with their Applicable Percentage. All fees accrued until the effective date of any termination of the Commitments shall be paid on the effective date of such terminationrespective Revolving Facility Commitments.

Termination and Reduction of Commitments. (a) Unless previously terminatedThe Tranche A Commitment shall automatically terminate at 5:00 p.m., New York City time, on the Initial Funding Date. The Tranche B Commitment shall automatically terminate at 5:00 p.m., New York City time, on the Tranche B Commitment Termination Date. The Revolving Commitments, the Commitments Swingline Commitment and the LC Commitment shall automatically terminate on the Revolving Maturity Date. Notwithstanding the foregoing, all the Commitments shall automatically terminate at 5:00 p.m., New York City time, on June 30, 2004, if the initial Credit Termination DateExtension shall not have occurred by such time. (b) The At its option, Borrower may, upon notice to the Administrative Agent pursuant to Section 2.06(c), may at any time terminate, or from time to time permanently reduce, the CommitmentsCommitments 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 $1,000,000 1.0 million and not less than $10,000,000, 3.0 million and (ii) the Borrower Revolving Commitments shall not terminate be terminated or reduce the Commitments reduced if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.082.10, the aggregate amount of Revolving Credit Exposures of all Lenders would exceed the aggregate Commitments of all Lenders then in effect, and (iii) if, after giving effect to any reduction of the aggregate Commitments, the Swing Line Sublimit exceeds the amount of the aggregate Revolving Commitments, such Sublimit shall be automatically reduced by the amount of such excess. (c) The Borrower shall notify the Administrative Agent in writing of any election to terminate or reduce the Commitments under paragraph (bSection 2.07(b) of this Section at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. 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 Applicable Percentage. All fees accrued until the effective date of any termination of the respective Commitments shall be paid on the effective date of such terminationClass.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Revolving Commitments shall terminate on the Revolving Credit Termination Maturity Date and (ii) the Swing Line Commitment shall terminate on the sixth Business Day prior to the Revolving Maturity Date. (b) The Borrower may, upon notice to the Administrative Agent pursuant to Section 2.06(c), may at any time terminate, or from time to time reduce, the Revolving Commitments; , provided that (i) each reduction the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.08, the sum of the Revolving Exposures would exceed the total Revolving Commitments and (ii) each such reduction shall be in an amount that is an integral multiple of $1,000,000 500,000 and not less than $10,000,0001,000,000. (c) The Borrower may at any time terminate, (ii) or from time to time reduce, the Swing Line Commitment, provided that the Borrower shall not terminate or reduce the Commitments Swing Line Commitment if, after giving effect to any concurrent prepayment of the Swing Line Loans in accordance with Section 2.082.05(d), the aggregate Revolving Credit Exposures outstanding principal amount of all Lenders Swing Line Loans would exceed the aggregate Commitments of all Lenders then in effect, and Swing Line Commitment. (iiid) if, after giving effect to any Each reduction of the aggregate Commitments, the Swing Line Sublimit exceeds the amount of the aggregate Commitments, such Sublimit Revolving Commitments hereunder shall be automatically reduced by made ratably among the amount of such excess. (c) applicable Lenders in accordance with their respective Revolving Commitments. The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under paragraph (bSection 2.06(b) of this Section at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section 2.06 shall be irrevocable; , provided that a notice of termination of the Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Revolving Commitments hereunder shall be permanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their Applicable Percentage. All fees accrued until the effective date of any termination of the Commitments shall be paid on the effective date of such termination.

Termination and Reduction of Commitments. (a) Unless previously terminated, the Revolving Commitments shall terminate on the Revolving Credit Termination Maturity Date. The Term Loan Commitments shall automatically terminate on the Term Loan Availability End Date. (ba) The Borrower may, upon notice to the Administrative Agent pursuant to Section 2.06(c), may at any time terminate, or from time to time reduce, the CommitmentsCommitments under a particular Facility; provided that (i) each reduction of the Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $10,000,000, 10,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.082.10, the aggregate (A) any Lender’s Revolving Credit Exposures Exposure would exceed its Revolving Commitment or (B) the sum of all Lenders the Total Revolving Credit Exposure would exceed the aggregate Commitments of all Lenders then in effect, and (iii) if, after giving effect to any reduction of the aggregate total Revolving Commitments, the Swing Line Sublimit exceeds the amount of the aggregate Commitments, such Sublimit shall be automatically reduced by the amount of such excess. (cb) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their Applicable Percentagerespective Commitments. All fees accrued until the effective date of any termination Each reduction of the Commitments under a particular Facility shall be paid on made ratably among the effective date of Lenders in such terminationFacility in accordance with their respective Commitments under such Facility.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Tranche B Commitments shall terminate at 5:00 p.m., New York City time, on the Closing Date and (ii) the Revolving Commitments shall terminate on the Revolving Credit Termination Maturity Date. (b) The Borrower may, upon notice to the Administrative Agent pursuant to Section 2.06(c), may at any time terminate, or from time to time reduce, the CommitmentsCommitments 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 $1,000,000 500,000 and not less than $10,000,000, 5,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans and Swingline Loans and/or cash collateralization of outstanding Letters of Credit in accordance with Section 2.08a 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 Credit Exposures of all Lenders would exceed the aggregate Commitments of all Lenders then in effect, and (iii) if, after giving effect to any reduction of the aggregate Revolving Commitments, the Swing Line Sublimit exceeds the amount of the aggregate Commitments, such Sublimit shall be automatically reduced by the amount of such excess. (c) 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 three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section 2.08 shall be irrevocable; provided that a notice of termination of the Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, or the closing of a refinancing transaction, a sale of all or substantially all of the assets of the Borrower and its Subsidiaries or a Change of Control, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent Agent) on or prior to the specified effective date) date if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their Applicable Percentage. All fees accrued until the effective date of any termination of the respective Commitments shall be paid on the effective date of such terminationClass.

Termination and Reduction of Commitments. (a) Unless previously terminated, the all Commitments shall terminate on the Revolving Credit Termination Maturity Date. (b) The Borrower mayBorrowers may at any time 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, upon notice (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 pursuant of a cash deposit (or a back up standby letter of credit reasonably satisfactory to Section 2.06(cthe Administrative Agent) equal to 103% of the LC Exposure as of such date), at any time terminate(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 100% of the Floorplan Advances as of such date, or (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 Obligations) together with accrued and unpaid interest thereon. The Borrowers may from time to time reduce, reduce the Revolving Commitments; provided that (i) each reduction of the Revolving Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $10,000,000, 1,000,000 and (ii) the Borrower Borrowers shall not terminate or reduce the Revolving Commitments if, if (A) after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.082.04(b), the aggregate total Revolving Credit Exposures of all Lenders Exposure would exceed the aggregate lesser of the total Revolving Commitments of all Lenders then in effect, and the Borrowing Base or (iiiB) if, after giving effect to any reduction of such reduction, the aggregate Commitments, the Swing Line Sublimit exceeds the amount of the aggregate Commitments, such Sublimit shall be automatically reduced by the amount of such excessLenders’ Revolving Commitments is less than $25,000,000. (c) 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 at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Lead Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Lead Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower Borrowers (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their Applicable Percentage. All fees accrued until the effective date of any termination of the Commitments shall be paid on the effective date of such terminationrespective Commitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Tranche A Commitments shall terminate at 5:00 p.m., New York City time, on the Effective Date, (ii) the Tranche B Commitments shall terminate at 5:00 p.m., New York City time, on the Effective Date and (iii) the Revolving Credit Termination Commitments shall terminate at the start of the Revolving Maturity Date. (b) The Borrower may, upon notice to the Administrative Agent pursuant to Section 2.06(c), may at any time terminate, or from time to time reduce, the Commitments; 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 $1,000,000 500,000 and not less than $10,000,000, 1,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.082.11, the aggregate Revolving Credit Exposures of all Lenders would exceed the aggregate Commitments of all Lenders then in effect, and (iii) if, after giving effect to any reduction of the aggregate Revolving Commitments, the Swing Line Sublimit exceeds the amount of the aggregate Commitments, such Sublimit shall be automatically reduced by the amount of such excess. (c) 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 at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section 2.08 shall be irrevocable; , provided that a notice of termination of the Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilitiesfacilities or the consummation of any other event, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the 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 Applicable Percentage. All fees accrued until the effective date of any termination of the respective Commitments shall be paid on the effective date of such terminationClass.

Termination and Reduction of Commitments. (a) Unless previously terminated, The Commitments and the L/C Commitments shall terminate be automatically terminated on the Revolving Credit Termination Maturity Date. (b) The Borrower may, upon Upon at least five Business Days' prior irrevocable written or telex notice to the Administrative Agent pursuant to Section 2.06(c)Agent, the Borrower may at any time in whole permanently terminate, or from time to time in part permanently reduce, the CommitmentsTotal Commitment; provided provided, however, that (i) each partial reduction of the Commitments Total Commitment shall be in an amount that is an integral multiple of $1,000,000 and not less than in a minimum principal amount of $10,000,000, 10,000,000 and (ii) the Borrower no such termination or reduction shall not terminate or be made which would reduce the Commitments if, after giving effect Total Commitment to any concurrent prepayment an amount less than the aggregate outstanding principal amount of the Loans in accordance with Section 2.08Competitive Loans. If, the aggregate Revolving Credit Exposures of all Lenders would exceed the aggregate Commitments of all Lenders then in effect, and (iii) if, after giving effect to following any partial reduction of the aggregate CommitmentsTotal Commitment, the Swing Line Sublimit exceeds Total Commitment (as so reduced) shall be less than the amount of Eurocurrency Sublimit, the aggregate Commitments, such Eurocurrency Sublimit shall be automatically reduced by so as to equal the amount of such excessTotal Commitment. (c) The Borrower In the event that the aggregate Proceeds from all Asset Sales after the date of this Agreement shall notify exceed 30% of Consolidated Total Assets as of the Administrative Agent end of any election to terminate or reduce the preceding fiscal year, then at the time of each Asset Sale (including the Asset Sale that results in the aggregate Proceeds from Asset Sales exceeding 30% of Consolidated Total Assets as of the end of the preceding fiscal year) the Commitments under paragraph (b) shall be automatically and permanently reduced by an amount equal to 50% of this Section at least three (3) Business Days prior to the effective date Proceeds of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt Asset Sale in excess of any notice, the Administrative Agent shall advise the Lenders 30% of Consolidated Total Assets as of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination end of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfiedpreceding fiscal year aggregate amount. Any termination or If any reduction of the Commitments required by this paragraph would result in the Total Commitment being less than the aggregate principal amount of the outstanding Competitive Loans, such reduction shall be permanent. deferred for the minimum period necessary to avoid such result. (d) Each reduction of in the Commitments Total Commitment hereunder shall be made ratably among the Lenders in accordance with their Applicable Percentagerespective Commitments. All fees accrued until The Borrower shall pay to the effective Agent for the accounts of the Lenders, on the date of any each termination or reduction, the Facility Fees on the amount of the Commitments shall be paid on so terminated or reduced accrued through the effective date of such terminationtermination or reduction.

Termination and Reduction of Commitments. (a) Unless previously terminated, the Initial Dollar Term Commitments and the Blocked Dollar Term Commitments shall each terminate upon the making of the Dollar Term Loans on the Revolving Credit Termination Closing Date. (b) The Borrower may, upon notice to or the Administrative Agent pursuant to Section 2.06(c), Blocked Borrower (as applicable) may at any time terminate, or from time to time reduce, the CommitmentsCommitments 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 $1,000,000 500,000 and not less than $10,000,000, (ii) the Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.08, the aggregate Revolving Credit Exposures of all Lenders would exceed the aggregate Commitments of all Lenders then in effect, and (iii) if, after giving effect to any reduction of the aggregate Commitments, the Swing Line Sublimit exceeds the amount of the aggregate Commitments, such Sublimit shall be automatically reduced by the amount of such excess1,000,000. (c) The Borrower or the Blocked Borrower (as applicable) shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three one Business Day (3or such shorter period as may be agreed between the Administrative Agent and the Borrower or the Blocked Borrower (as applicable) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower or the Blocked Borrower (as applicable) pursuant to this Section shall be irrevocable; provided that a notice of termination of the any Commitments delivered by the Borrower or the Blocked Borrower (as applicable) may state that such notice is conditioned upon the effectiveness of other credit facilitiesfacilities 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 the Borrower (by notice to the Administrative Agent on or prior to the specified effective datedate of termination) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their Applicable Percentage. All fees accrued until the effective date of any termination of the respective Commitments shall be paid on the effective date of such terminationClass.

Termination and Reduction of Commitments. (a) Unless previously terminated, the Commitments shall terminate on the Revolving Credit Termination Maturity Date. (b) The Borrower may, upon notice to the Administrative Agent pursuant to Section 2.06(c), may at any time terminate, or from time to time reduce, the Commitments; provided that (i) each reduction of the Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $10,000,000, 5,000,000 and (ii) the Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.082.11, the aggregate sum of the Revolving Credit Exposures of all Lenders would exceed the aggregate Commitments of all Lenders then in effect, and (iii) if, after giving effect to any reduction of the aggregate Commitments, the Swing Line Sublimit exceeds the amount of the aggregate Commitments, such Sublimit shall be automatically reduced by the amount of such excessAggregate Commitment. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their Applicable Percentage. All fees accrued until respective Commitments. (d) In the effective date event the Borrower terminates the credit facilities evidenced hereby, including, without limitation, repaying all outstanding Obligations and terminating all Commitments hereunder, the Borrower may cash collateralize then outstanding Letters of any Credit in order to fully effect such termination and repayments; provided, that such cash collateral shall be provided on terms and conditions acceptable to the Issuing Bank and the Administrative Agent (and with the amount of unencumbered and unrestricted cash so posted equaling at least 105% of the Commitments shall be paid on the effective date face amount of such terminationLetter of Credit) prior to the effectiveness of such termination and repayment.

Termination and Reduction of Commitments. (a) Unless previously terminated, the Commitments shall terminate on the Revolving Credit Termination Maturity Date. (b) The Applicable Administrative Borrower may, upon notice to the Administrative Agent pursuant to Section 2.06(c), may at any time terminate, or from time to time reduce, the Commitments; provided provided, that (i) each reduction of the Commitments shall be in an amount that is an integral multiple of $1,000,000 1.0 million and not less than $10,000,0005.0 million (or, if less, the remaining amount of the Commitments) and (ii) the Applicable Administrative Borrower shall not terminate or reduce the Commitments ifunless, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.082.09, the aggregate Revolving Credit Exposures of all Lenders would exceed the aggregate Commitments of all Lenders then in effect, Availability Conditions will be satisfied and (iii) if, after giving effect to any reduction of the aggregate Commitments, the Swing Line Sublimit exceeds the amount of the aggregate Commitments, such Sublimit shall no Cash Dominion Period will be automatically reduced by the amount of such excesstriggered as a result therefrom. (c) The Applicable Administrative Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the applicable Lenders of the contents thereof. Each notice delivered by the Applicable Administrative Borrower pursuant to this Section shall be irrevocable; provided provided, that a notice of termination of the Commitments delivered by the Applicable Administrative Borrower may state that such notice is conditioned upon the effectiveness of other credit facilitiesfacilities or other transactions, in which case such notice may be revoked by the Applicable Administrative Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their Applicable respective Pro Rata Percentage. All fees accrued until the effective date of any termination of the Commitments shall be paid on the effective date of such termination.

Termination and Reduction of Commitments. (a) Unless previously terminated, the all Commitments shall terminate on the Revolving Maturity Date. (a) The Borrower may at any time 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 Termination Date(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, upon notice to the Administrative Agent pursuant to Section 2.06(c), at any time terminate, or may from time to time reduce, reduce the Revolving Commitments; provided that (i) each reduction of the Revolving Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $10,000,000, 1,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, if (A) after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.082.04(b), the aggregate total Revolving Credit Exposures of all Lenders Exposure would exceed the aggregate lesser of the total Revolving Commitments of all Lenders then in effect, and the Borrowing Base or (iiiB) if, after giving effect to any reduction of such reduction, the aggregate Commitments, the Swing Line Sublimit exceeds the amount of the aggregate Commitments, such Sublimit shall be automatically reduced by the amount of such excessLenders’ Revolving Commitments is less than $250,000,000. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) or (c) of this Section at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their Applicable Percentage. All fees accrued until the effective date of any termination of the Commitments shall be paid on the effective date of such terminationrespective Commitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, the The Commitments shall be reduced to zero and automatically terminate on the Revolving Credit Commitment Termination Date. (b) The Borrower may, upon notice to the Administrative Agent pursuant to Section 2.06(c), may at any time prior to the Commitment Termination Date terminate, or from time to time during such period reduce, the Commitments; provided that (i) each reduction of the Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $10,000,000. Notwithstanding the foregoing, the Borrower, at its sole discretion, shall have the right, but not the obligation, at any time so long as no Event of Default has occurred and is continuing, to terminate in whole (ii) but not in part), any Affected Lender’s Commitment; provided, however, that the Borrower termination of such Affected Lender’s Commitment shall not terminate or reduce the Commitments if, after giving effect affect such Lender’s rights hereunder as to any concurrent prepayment of the Loans in accordance with Section 2.08, the aggregate Revolving Credit Exposures of all Lenders would exceed the aggregate Commitments of all Lenders then in effect, and (iii) if, after giving effect matters occurring prior to any reduction of the aggregate Commitments, the Swing Line Sublimit exceeds the amount of the aggregate Commitments, such Sublimit shall be automatically reduced by the amount of such excessdate. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilitiesfacilities or upon the closing of any acquisition or disposition, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. . (d) The Aggregate Commitment shall be reduced to zero and terminated in full and expire after each Lender makes its Loans on the Closing Date. (e) Any termination or reduction of the Commitments shall be permanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their Applicable Percentage. All fees accrued until respective Commitments, except in the effective date event of any termination an Affected Lender whose Commitment is terminated pursuant to the last sentence of paragraph (b) of this Section, in which case the Commitment of such Affected Lender may be terminated without reducing the Commitments of the Commitments shall be paid on the effective date of such terminationother Lenders.

Termination and Reduction of Commitments. (a) Unless previously terminated, the The Initial Revolving Commitments shall automatically terminate on the Initial Revolving Credit Termination Maturity Date. (b) The Borrower may, upon 2020 Revolving Commitments shall automatically terminate on the 2020 Revolving Maturity Date. The L/C Commitment shall automatically terminate on the earlier to occur of (i) the termination of the Commitments and (ii) the date that is 30 days prior to the 2020 Revolving Maturity Date. (c) Upon at least three Business Days’ prior irrevocable written or fax notice to the Administrative Agent pursuant to Section 2.06(c(provided that such notice may be conditioned on receiving the proceeds of any refinancing or on any other transaction), the Borrower may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Initial Revolving Commitments, the 2020 Revolving Commitments, the Incremental Revolving Commitments of any Tranche, the Extended Revolving Commitments of any Tranche, and/or the Specified Refinancing Commitments of any Tranche; provided provided, however, that (i) each partial reduction of the Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than in a minimum amount of $10,000,000, 5,000,000 and (ii) the Borrower Total Commitment shall not terminate be reduced to an amount that is less than the Aggregate Credit Exposure (without taking into account Letters of Credit that have been cash collateralized or reduce the Commitments if, after giving effect to any concurrent prepayment of the Loans backstopped in accordance with Section 2.08, the aggregate Revolving Credit Exposures of all Lenders would exceed the aggregate Commitments of all Lenders then in effect, and (iii) if, after giving effect to any reduction of the aggregate Commitments, the Swing Line Sublimit exceeds the amount of the aggregate Commitments, such Sublimit shall be automatically reduced by the amount of such excess. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice manner satisfactory to the Administrative Agent on or prior to and the specified effective dateapplicable Issuing Bank in their sole discretion) if such condition is not satisfied. Any termination or at the time. (d) Each reduction of in the Commitments shall be permanent. Each reduction of the Commitments hereunder shall be made ratably among the Lenders in accordance with their Applicable Percentagerespective applicable Commitments. All fees accrued until The Borrower shall pay to the effective Administrative Agent for the account of the applicable Lenders, on the date of each termination or reduction of any termination Commitment, the Commitment Fees on the amount of the Commitments shall be paid on so terminated or reduced accrued to but excluding the effective date of such terminationtermination or reduction.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Term Commitments shall terminate at 5:00 p.m., New York City time, on the Closing Date and (ii) the Revolving Commitments shall terminate on the Revolving Credit Termination Maturity Date. (b) The Borrower may, upon notice to the Administrative Agent pursuant to Section 2.06(c), may at any time terminate, or from time to time reduce, the CommitmentsCommitments 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 $1,000,000 250,000 and not less than $10,000,000250,000, unless such amount represents all of the remaining Commitments of such Class, (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans in accordance with Section 2.082.11, the aggregate Revolving Credit Exposures of all Lenders Exposure would exceed the aggregate Revolving Commitments of all Lenders then in effect, and (iii) if, after giving effect to any reduction of the aggregate Revolving Commitments, the Swing Line Letter of Credit Sublimit exceeds the aggregate amount of Revolving Commitments of all Lenders, the aggregate Commitments, such Letter of Credit Sublimit shall be automatically reduced by the amount of such excess. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the applicable Class of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination or reduction of the Revolving Commitments delivered by the Borrower under paragraph (b) of 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 facilitiesfacilities or the receipt of proceeds from the issuance of other Indebtedness, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their Applicable Percentage. All fees accrued until the effective date of any termination of the respective Commitments shall be paid on the effective date of such terminationClass.

Termination and Reduction of Commitments. (a) Unless previously terminatedThe Term Loan Commitments (other than any Incremental Term Loan Commitments, which shall terminate as provided in the related Incremental Assumption Agreement) shall automatically terminate upon the making of the Term Loans on the Closing Date. The Revolving Credit Commitments (other than any Incremental Revolving Credit Commitments of a different Class than the Revolving Facility, which shall terminate as provided in the related Incremental Assumption Agreement) shall automatically terminate on the Revolving Credit Termination Maturity Date. The L/C Commitment shall automatically terminate on the earlier to occur of (i) the termination of all Initial Revolving Credit Commitments and (ii) the L/C Commitment Maturity Date. (b) The Borrower may, upon Upon at least three Business Days’ prior irrevocable written or fax notice to the Administrative Agent pursuant to Section 2.06(c)Agent, the Borrower may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Term Loan Commitments or the Revolving Credit Commitments; provided provided, however, that (i) each partial reduction of the Term Loan Commitments or the Revolving Credit Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than in a minimum amount of $10,000,000, 5,000,000 and (ii) the Borrower Total Revolving Credit Commitment shall not terminate or reduce be reduced to an amount that is less than the Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.08, the aggregate Aggregate Revolving Credit Exposures of all Lenders would exceed Exposure at the aggregate Commitments of all Lenders then in effect, and (iii) if, after giving effect to any reduction of the aggregate Commitments, the Swing Line Sublimit exceeds the amount of the aggregate Commitments, such Sublimit shall be automatically reduced by the amount of such excess. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereoftime. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a A notice of termination of the Commitments delivered by the Borrower or reduction may state that such notice is conditioned upon the effectiveness of other credit facilities, indentures or similar agreements or other transactions, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. . (c) Each reduction of in the Term Loan Commitments or the Revolving Credit Commitments hereunder shall be made ratably among the Lenders in accordance with their Applicable Percentagerespective applicable Commitments. All fees accrued until The Borrower shall pay to the effective Administrative Agent for the account of the applicable Lenders, on the date of any each termination or reduction, the Commitment Fees on the amount of the Revolving Credit Commitments shall be paid on so terminated or reduced accrued to but excluding the effective date of such terminationtermination or reduction.

Termination and Reduction of Commitments. (a) Unless previously terminated, the US Tranche Revolving Commitments and the European Tranche Commitments shall terminate on the Revolving Credit Termination Maturity Date. (b) The Borrower may, upon notice to the Administrative Agent pursuant to Section 2.06(c), Company may at any time terminate, or from time to time reduce, the CommitmentsCommitments of the US Tranche or the European Tranche; provided that (i) each reduction of the Commitments of the applicable Tranche shall be in an amount that is an integral multiple of $1,000,000 the Borrowing Multiple for a Borrowing denominated in US Dollars and not less than $10,000,000the Borrowing Minimum for a Borrowing denominated in US Dollars, (ii) the Borrower Company shall not terminate or reduce the US Tranche Revolving Commitments if, after giving effect to any concurrent prepayment of the US Tranche Revolving Loans in accordance with Section 2.082.11, the aggregate US Tranche Revolving Credit Exposures of all Lenders would exceed the aggregate Commitments of all Lenders then in effectUS Tranche Revolving Commitments, and (iii) the Company shall not terminate or reduce the European Tranche Commitments if, after giving effect to any reduction concurrent prepayment of the aggregate CommitmentsEuropean Tranche Revolving Loans in accordance with Section 2.11, the Swing Line Sublimit exceeds the amount of aggregate European Tranche Exposures would exceed the aggregate European Tranche Commitments, such Sublimit shall be automatically reduced by the amount of such excess. (c) The Borrower Company shall notify the Administrative Agent of any election to terminate or reduce the Commitments of any Class under paragraph (b) of this Section at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereofsuch election. Each notice delivered by the Borrower Company pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower Company may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the applicable Lenders in accordance with their Applicable Percentage. All fees accrued until the effective date of any termination of the respective Commitments shall be paid on the effective date of such terminationClass.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Tranche A Term Commitments shall automatically terminate at 5:00 p.m., New York City time, on the Second Amendment Effective Date and (ii) the Revolving Commitments shall automatically terminate on the Revolving Credit Termination Maturity Date. (b) The Borrower may, upon notice to the Administrative Agent pursuant to Section 2.06(c), may at any time terminate, or from time to time permanently reduce, the CommitmentsCommitments of any Class; provided that (i) each partial reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 and not less than $10,000,0005,000,000, (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.082.10, the aggregate Aggregate Revolving Credit Exposures of all Lenders Exposure would exceed the aggregate Commitments of all Lenders then in effect, Aggregate Revolving Commitment and (iii) the Borrower shall not terminate or reduce the LC Sublimit if, after giving effect to any reduction of the aggregate Commitmentsthereto, the Swing Line Sublimit exceeds LC Exposure not fully cash collateralized hereunder would exceed the amount of the aggregate Commitments, such Sublimit shall be automatically reduced by the amount of such excessLC Sublimit. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least not later than 11:00 a.m., New York City time, three (3) Business Days Days, or such shorter period as may be agreed by the Administrative Agent, prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the applicable Class of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination or reduction of the Revolving Commitments delivered by the Borrower under this paragraph may state that such notice is conditioned upon the effectiveness occurrence of other credit facilitiesone or more events specified therein, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their Applicable Percentagerespective Commitments of such Class. All fees in respect of the Revolving Commitments accrued until the effective date of any termination of the Revolving Commitments shall be paid on the effective date of such termination. (d) If after giving effect to any reduction or termination of Revolving Commitments under this Section 2.07, the LC Sublimit exceeds the Revolving Commitments at such time, the LC Sublimit shall be automatically reduced by the amount of such excess.

Termination and Reduction of Commitments. (a) Unless previously terminated, the Commitments shall terminate on the Revolving Credit Termination Maturity Date. (b) The Borrower may, upon notice to the Administrative Agent pursuant to Section 2.06(c), may at any time terminate, or from time to time reduce, the Commitments; provided that (i) each reduction of the Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $10,000,0001,000,000, and (ii) the Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment repayment of the Loans Advances in accordance with Section 2.082.06, the aggregate Revolving Credit Exposures of all Lenders would exceed the aggregate Commitments of all Lenders then in effect, and (iii) if, after giving effect to any reduction of the aggregate total Commitments, the Swing Line Sublimit exceeds the amount of the aggregate Commitments, such Sublimit shall be automatically reduced by the amount of such excess. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three five (35) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their Applicable Percentagerespective Commitments. (d) If an Event of Default or a Final Determination has occurred, the Commitment shall be automatically and immediately reduced to zero and the Availability Period shall thereupon be terminated. All fees accrued until The Administrative Agent shall give notice to the effective date Borrower of any such reduction and termination; however, failure to give such notice shall in no way affect the reduction of the Commitment and the termination of the Commitments shall be paid on the effective date of such terminationAvailability Period.

Termination and Reduction of Commitments. (a) Unless previously terminated, the all Commitments shall terminate on the Revolving Maturity Date. (a) The Borrower may at any time 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 Termination Date(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, upon notice to the Administrative Agent pursuant to Section 2.06(c), at any time terminate, or may from time to time reduce, reduce the Revolving Commitments; provided that (i) each reduction of the Revolving Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $10,000,000, 1,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, if (A) after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.082.04(b), the aggregate sum of the Revolving Credit Exposures of all Lenders (excluding Floorplan Loan Exposure) plus the Floorplan Collateral Block would exceed the aggregate lesser of the total Revolving Commitments of all Lenders then in effect, and the Borrowing Base or (iiiB) if, after giving effect to any reduction of such reduction, the aggregate Commitments, the Swing Line Sublimit exceeds the amount of the aggregate Commitments, such Sublimit shall be automatically reduced by the amount of such excessLenders’ Revolving Commitments is less than $250,000,000. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) or (c) of this Section at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their Applicable Percentage. All fees accrued until the effective date of any termination of the Commitments shall be paid on the effective date of such terminationrespective Commitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, The Initial Term Loan Commitment of each Term Lender shall be automatically and permanently reduced to $0 upon the Commitments making of such Term Lender’s Initial Term Loans pursuant to Section 2.01. The Additional Term B-1 Commitment of each Term Lender shall terminate on be automatically and permanently reduced to $0 upon the Revolving Credit Termination Datemaking of such Term Lender’s Additional Term B-1 Loans pursuant to Section 2.01. The Incremental Term B-1 Commitment of each Term Lender shall be automatically and permanently reduced to $0 upon the making of such Term Lender’s Incremental Term B-1 Loans pursuant to Section 2.01. (b) The Borrower may, upon notice to the Administrative Agent pursuant to Section 2.06(c), Representative may at any time terminate, or from time to time reduce, the CommitmentsCommitments of any Class; provided provided, that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 5,000,000 and not less than $10,000,00010,000,000 (or, (ii) the Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.08if less, the aggregate Revolving Credit Exposures of all Lenders would exceed the aggregate Commitments of all Lenders then in effect, and (iii) if, after giving effect to any reduction of the aggregate Commitments, the Swing Line Sublimit exceeds the remaining amount of the aggregate Commitments, such Sublimit shall be automatically reduced by the amount Commitments of such excessClass). (c) The Borrower Representative 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 three (3) Business Days prior to the effective date of such termination or reductionreduction (or such shorter period acceptable to the Administrative Agent), specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the applicable Lenders of the contents thereof. Each notice delivered by the Borrower Representative pursuant to this Section 2.08 shall be irrevocable; provided provided, that a notice of termination or reduction of the Commitments of any Class delivered by the Borrower Representative may state that such notice is conditioned upon the effectiveness of other credit facilities, indentures or similar agreements or other transactions, in which case such notice may be revoked by the Borrower Representative (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their Applicable Percentage. All fees accrued until the effective date of any termination of the respective Commitments shall be paid on the effective date of such terminationClass.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Term Loan Commitments shall terminate at 5:00 p.m., New York City time, on the Effective Date and (ii) all the Revolving Commitments shall terminate on the Revolving Credit Termination Maturity Date. (b) The Borrower may, upon notice to the Administrative Agent pursuant to Section 2.06(c), 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 Revolving Commitments; provided that (i) each reduction of the Revolving Commitments shall be in an amount that is an integral multiple of $1,000,000 250,000 and not less than $10,000,000, 250,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.082.11, the aggregate Aggregate Revolving Credit Exposures of all Lenders Exposure would exceed the aggregate Commitments of all Lenders then in effect, and (iii) if, after giving effect to any reduction of the aggregate Revolving Commitments, the Swing Line Sublimit exceeds the amount of the aggregate Commitments, such Sublimit shall be automatically reduced by the amount of such excess. (cd) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under paragraph (b) or (c) of this Section at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Revolving Commitments shall be permanent. Each reduction of the Revolving Commitments shall be made ratably among the Lenders in accordance with their Applicable Percentage. All fees accrued until the effective date of any termination of the Commitments shall be paid on the effective date of such terminationrespective Revolving Commitments.

Termination and Reduction of Commitments. (a) Unless previously terminatedThe Revolving Commitments, the Commitments Swingline Commitment, and the LC Commitment shall automatically terminate on the Revolving Credit Termination Maturity Date. (b) The Borrower may, upon notice to the Administrative Agent pursuant to Section 2.06(c), Borrowers may at any time terminate, or from time to time reduce, the CommitmentsCommitments 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 $1,000,000 1.0 million and not less than $10,000,0005.0 million, (ii) the Borrower Revolving Commitments shall not terminate be terminated or reduce the Commitments reduced if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.082.09, the aggregate sum of the Revolving Credit Exposures of all Lenders would exceed the aggregate amount of Revolving Commitments of all Lenders then in effect, and (iii) if, after giving effect to any reduction or termination of the aggregate CommitmentsRevolving Commitments occurring during the first two years following the Closing Date shall be accompanied by the payment to the Administrative Agent of a prepayment fee, for the Swing Line Sublimit exceeds ratable benefit of the Lenders, in an amount equal to (A) 1.50% of the amount of any such reduction or termination occurring during the aggregate Commitments, such Sublimit shall be automatically reduced by first year following the Closing Date and (B) 0.50% of the amount of any such excessreduction or termination occurring during the second year following the Closing Date; provided, however, that, no prepayment fee shall be payable in the event of a termination of the Revolving Commitments in connection with a refinancing arranged by the Administrative Agent or any of its Affiliates. (c) The Borrower Borrowers shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section 2.07 at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower Borrowers pursuant to this Section 2.07 shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. 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 Applicable Percentage. All fees accrued until the effective date of any termination of the respective Commitments shall be paid on the effective date of such terminationClass.

Termination and Reduction of Commitments. (a) Unless previously terminated, the Revolving Commitments shall terminate on the Revolving Credit Termination Maturity Date. (b) The Borrower may, upon notice to the Administrative Agent pursuant to Section 2.06(c), may at any time terminate, or from time to time reduce, the Commitments; provided that (i) each reduction of the Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $10,000,0001,000,000 and in integral multiples of $500,000 in excess thereof, (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.082.11, the aggregate Revolving Credit Exposures of all Lenders would exceed the aggregate Commitments of all Lenders then in effect, Aggregate Revolving Commitment and (iii) ifif at any time before any Term Loans are made, after giving effect the Borrower satisfies the prepayment requirements set forth in this Section 2.08(b) by remitting a prepayment fee to any reduction the Administrative Agent for the ratable benefit of the Lenders with Revolving Commitments in an amount equal to 20% of the aggregate Commitments, amount by which the Swing Line Sublimit exceeds the amount of the aggregate Commitments, such Sublimit shall be automatically reduced by the amount of such excessAggregate Revolving Commitment is reduced. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments of any Class under paragraph (b) of this Section at least three (3) one Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. 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 Applicable Percentage. All fees accrued until the effective date of any termination of the respective Commitments shall be paid on the effective date of with respect to such terminationClass.

Termination and Reduction of Commitments. (a) Unless previously terminated, the Commitments shall terminate on the Revolving Credit Termination Maturity Date. (b) The Administrative Borrower may, upon notice to the Administrative Agent pursuant to Section 2.06(c), may at any time terminate, or from time to time reduce, the Commitments; provided that (i) each reduction of the Commitments shall be in an amount that is an integral multiple of $1,000,000 the Borrowing Multiple and not less than $10,000,000the Borrowing Minimum, in each case for Borrowings denominated in US Dollars and (ii) the Administrative Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.082.10, the aggregate Revolving Credit Exposures of all Lenders would exceed the aggregate Commitments of all Lenders then in effect, and (iii) if, after giving effect to any reduction of the aggregate total Commitments, the Swing Line Sublimit exceeds the amount of the aggregate Commitments, such Sublimit shall be automatically reduced by the amount of such excess. (c) The Administrative Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the other Agents and the Lenders of the contents thereof. Each notice delivered by the Administrative Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by a Responsible Officer of the Administrative Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Administrative Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanentpermanent but shall not affect the right of the Administrative Borrower to increase the Commitment in accordance with Section 2.22. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their Applicable Percentage. All fees accrued until the effective date of any termination of the Commitments shall be paid on the effective date of such terminationrespective Commitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, the Revolving Commitments shall terminate on the Revolving Credit Termination Maturity Date. Unless previously terminated, the Unfunded Term Loan Commitments shall terminate on the Term Loan Commitment Expiry Date. (b) The Borrower may, upon notice to the Administrative Agent pursuant to Section 2.06(c), may at any time terminate, or from time to time reduce, the Revolving Commitments; provided that (i) each reduction of the Revolving Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $10,000,000, 5,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.082.11, any Lender’s Revolving Credit Exposure would exceed its Revolving Commitment. The Borrower may at any time terminate, or from time to time reduce, the aggregate Revolving Credit Exposures of all Lenders would exceed the aggregate Commitments of all Lenders then in effect, and (iii) if, after giving effect to any Unfunded Term Loan Commitments; provided that each reduction of the aggregate Commitments, the Swing Line Sublimit exceeds the amount of the aggregate Commitments, such Sublimit Unfunded Term Loan Commitments shall be automatically reduced by the amount in an integral multiple of such excess$1,000,000 and not less than $5,000,000. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the applicable Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the any Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction of the Commitments shall be made ratably among the applicable Lenders in accordance with their Applicable Percentage. All fees accrued until the effective date of any termination of the Commitments shall be paid on the effective date of such terminationrespective applicable Commitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, the Aggregate Revolving Commitments shall terminate on the Revolving Credit Termination Maturity Date. (b) The aggregate Term Loan Commitments shall be automatically and permanently reduced to zero on the date of the Term Loan Borrowing. (c) The Borrower may, upon notice to the Administrative Agent pursuant to Section 2.06(c), may at any time terminate, or from time to time reduce, the Aggregate Revolving Commitments; provided that provided, that, (i) each reduction of the Aggregate Revolving Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $10,000,000, 5,000,000 and (ii) the Borrower shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.082.11, the aggregate Dollar Amount of the sum of the Revolving Credit Exposures of all Lenders would exceed the aggregate Commitments of all Lenders then in effect, and (iii) if, after giving effect to any reduction of the aggregate Aggregate Revolving Commitments, the Swing Line Sublimit exceeds the amount of the aggregate Commitments, such Sublimit shall be automatically reduced by the amount of such excess. (cd) The Borrower shall notify the Lead Administrative Agent of any election to terminate or reduce the Aggregate Revolving Commitments under paragraph clause (bc) of this Section at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Lead Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that provided, that, a notice of termination of the Aggregate Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Lead Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Aggregate Revolving Commitments shall be permanent. Each reduction of the Aggregate Revolving Commitments shall be made ratably among the Lenders in accordance with their Applicable Percentage. All fees accrued until the effective date of respective Revolving Commitments. (e) If after giving effect to any reduction or termination of the Aggregate Revolving Commitments under this Section 2.09, the Foreign Currency Sublimit exceeds the Aggregate Revolving Commitments at such time, the Foreign Currency Sublimit shall be paid on automatically reduced by the effective date amount of such terminationexcess.

Termination and Reduction of Commitments. (a) Unless previously terminated, the Commitments shall terminate on the Revolving Credit Termination Maturity Date. (b) The Borrower may, upon notice to the Administrative Agent pursuant to Section 2.06(c), may at any time terminate, or from time to time reduce, the Commitments; provided that (i) each reduction of the Commitments shall be in an amount that is an integral multiple of $€1,000,000 and not less than $10,000,000, €5,000,000 and (ii) subject to paragraph (c) of this Section and Section 2.11(c), the Borrower Agent shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.082.11, the aggregate Revolving sum of the total Credit Exposures of all Lenders would exceed the total Commitments or the aggregate Credit Exposures would exceed the aggregate Commitments of all Lenders then in effect, and (iii) if, after giving effect to any reduction of the aggregate Commitments, the Swing Line Sublimit exceeds the amount of the aggregate Commitments, such Sublimit shall be automatically reduced by the amount of such excess. (c) The Borrower Agent shall promptly notify the Administrative Agent of any reduction in the Commitments under, and as defined in, the Rabobank Agreement or any prepayment under the Rabobank Agreement (each, a “Rabobank Reduction”) and shall permanently reduce the Commitments within one Business Day of each such Rabobank Reduction in an amount equal to such Rabobank Reduction. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower Agent pursuant to this Section shall be irrevocable. Any reduction of the Commitments shall be permanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments. (d) The Borrower Agent shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower Agent pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower Agent may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower Agent (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their Applicable Percentage. All fees accrued until the effective date of any termination of the Commitments shall be paid on the effective date of such terminationrespective Commitments.

Termination and Reduction of Commitments. (a) The Tranche A Term Commitments shall terminate on the Restatement Effective Date upon the borrowing of the Tranche A Term Loans. The Tranche B Term Commitments shall terminate on the Restatement Effective Date upon the borrowing of the Tranche B Term Loans. Unless previously terminated, the all Revolving Commitments shall terminate on the Revolving Credit Termination Maturity Date. (b) The Borrower may, upon notice to the Administrative Agent pursuant to Section 2.06(c), may at any time terminate, or from time to time reduce, the Revolving Commitments; provided that (i) each reduction of the Revolving Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $10,000,00010,000,000 (or, if less, the remaining amount of such Commitments) and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.082.10, the aggregate principal amount of the total Revolving Credit Exposures of all Lenders would exceed the aggregate Commitments of all Lenders then in effect, and (iii) if, after giving effect to any reduction of the aggregate total Revolving Commitments, the Swing Line Sublimit exceeds the amount of the aggregate Commitments, such Sublimit shall be automatically reduced by the amount of such excess. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under paragraph (b) of this Section at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilitiesfacilities or instruments of Indebtedness, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Revolving Commitments shall be permanent. Each reduction of the Revolving Commitments shall shall, except as provided in Section 2.20, be made ratably among the Lenders in accordance with their Applicable Percentage. All fees accrued until the effective date of any termination of the Commitments shall be paid on the effective date of such terminationrespective Revolving Commitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, the Commitments shall terminate on the Revolving Credit Termination Maturity Date. (b) The Borrower may, upon notice to the Administrative Agent pursuant to Section 2.06(c), may at any time terminate, or from time to time reduce, the Commitments; provided that (i) each reduction of the Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $10,000,000, 5,000,000 and (ii) the Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.082.11, the aggregate Revolving total Credit Exposures of all Lenders would exceed the aggregate Commitments of all Lenders then in effect, and (iii) if, after giving effect to any reduction of the aggregate total Commitments, the Swing Line Sublimit exceeds the amount of the aggregate Commitments, such Sublimit shall be automatically reduced by the amount of such excess. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their Applicable Percentage. All fees accrued until respective Commitments. (d) Following any reduction of the effective date Commitments by the Borrower pursuant to this Section 2.09, the Borrower shall have the right, without the consent of any the Lenders but with the prior approval of the Administrative Agent, not to be unreasonably withheld, to cause from time to time an increase in the total Commitments of the Lenders by adding to this Agreement one or more additional Lenders or by allowing one or more Lenders to increase their respective Commitments; provided however (i) no Event of Default shall have occurred hereunder which is continuing, (ii) no such increase shall cause the aggregate Commitments hereunder to exceed $300,000,000, and (iii) no Lender’s Commitment shall be increased without such Lender’s written consent. (e) Any termination of the Commitments pursuant to this Section 2.09 or ARTICLE VII shall be paid on the effective date of such terminationpermanent.

Termination and Reduction of Commitments. (a) Unless previously terminated, the Commitments shall terminate on the Maturity Date. Revolver Facility Loans shall be due and payable in full on the Maturity Date, unless payment is sooner required hereunder. Revolving Credit Termination DateFacility Loans may be prepaid from time to time, without penalty or premium. (b) The Borrower may, upon notice to the Administrative Agent pursuant to Section 2.06(c), Borrowers may at any time terminate, or from time to time reduce, the CommitmentsCommitments under any Facility; provided that (i) each reduction of the Commitments under any Facility shall be in an amount that is an integral multiple of $1,000,000 U.S.$500,000 and not less than $10,000,000U.S.$2.0 million (or, if less, the remaining amount of the Commitments), and (ii) the Borrower Borrowers shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment of the Revolving Facility Loans in accordance with Section 2.082.11, the aggregate Revolving Facility Credit Exposures of all Lenders Exposure would exceed the aggregate Commitments of all Lenders then in effect, and (iii) if, after giving effect to any reduction of the aggregate total Commitments, the Swing Line Sublimit exceeds the amount of the aggregate Commitments, such Sublimit shall be automatically reduced by the amount of such excess. (c) 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 three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the applicable Lenders of the contents thereof. Each notice delivered by the Lead Borrower pursuant to this Section 2.08 shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Lead Borrower may state that such notice is conditioned upon the effectiveness of other Indebtedness or credit facilities, in which case such notice may be revoked by the Lead Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction of the Commitments under any Facility shall be made ratably among the Lenders in accordance with their Applicable Percentage. All fees accrued until the effective date of any termination of the respective Commitments shall be paid on the effective date of under such terminationFacility.

Termination and Reduction of Commitments. (a) Unless previously terminated, the Commitments shall terminate on the Revolving Credit Termination Maturity Date; provided, however, that the Borrower may, by written request to the Administrative Agent not less than 45 days prior to the Maturity Date then in effect (such Maturity Date hereinafter referred to as the "extension date"), request that such Maturity Date be extended for no more than two successive one-year periods. Within 45 days following receipt of such request, the Administrative Agent will advise the Borrower in writing whether the Required Lenders agree to or deny such extension, provided that if the Administrative Agent shall fail to so advise the Borrower, the Required Lenders will be deemed to have denied such request. If the Required Lenders shall agree thereto, such extension shall become effective as of such extension date only as to those Lenders who have agreed to the extension request. The extension shall not apply to any Lender who has denied the extension request and the Commitment of any such Lender shall terminate (and all Loans and other amounts owed such Lender shall be paid) on the Maturity Date without giving effect to the extension request. Each extension approved by the Required Lenders will become effective only upon satisfaction of the following conditions as of such date, in form and substance satisfactory to the Administrative Agent, unless expressly waived by the Administrative Agent: (a) no Default shall have occurred and be continuing; (b) the representations and warranties made by the Borrower in Article III hereof shall be true on and as of such date with the same force and effect as if made on and as of such date; and (c) the Borrower shall have furnished to the Administrative Agent such corporate documents and/or opinions of counsel with respect to such extension, as the Administrative Agent may reasonably request. Each extension request by the Borrower under this Section 2.07(a) shall constitute a certification by the Borrower to the effect set forth in clauses (a) and (b) of the preceding sentence (both as of the date of such notice and, unless the Borrower otherwise notifies the Administrative Agent prior to the relevant extension date, as of such date). (b) The Borrower may, upon notice to the Administrative Agent pursuant to Section 2.06(c), may at any time terminate, or from time to time reduce, the Commitments; provided that (i) each reduction of the Commitments shall be in an amount that is an integral multiple of $1,000,000 5,000,000 and not less than $10,000,000, 5,000,000 and (ii) the Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.082.09, the aggregate Revolving Credit Exposures of all Lenders would exceed the aggregate Commitments of all Lenders then in effect, and (iii) if, after giving effect to any reduction of the aggregate total Commitments, the Swing Line Sublimit exceeds the amount of the aggregate Commitments, such Sublimit shall be automatically reduced by the amount of such excess. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their Applicable Percentage. All fees accrued until the effective date of any termination of the Commitments shall be paid on the effective date of such terminationrespective Commitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, the Commitments Commitment of each Lender shall terminate on the Revolving Credit Termination DateMaturity Date applicable to such Lender. (b) The Borrower may, upon notice to the Administrative Agent pursuant to Section 2.06(c), may at any time terminate, or from time to time reduce, the Commitments; provided that (i) each reduction of the Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $10,000,000, 10,000,000 and (ii) the Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.082.09, the aggregate total Revolving Credit Exposures of all Lenders would exceed the aggregate Commitments of all Lenders then in effect, and (iii) if, after giving effect to any reduction of the aggregate total Commitments, the Swing Line Sublimit exceeds the amount of the aggregate Commitments, such Sublimit shall be automatically reduced by the amount of such excess. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Any termination or reduction of the Commitments shall be permanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their Applicable Percentage. All fees accrued until respective Commitments. (d) The Borrower may terminate the effective date unused amount of the Commitment of a Defaulting Lender upon not less than three (3) Business Days’ prior notice to the Administrative Agent (which will promptly notify the Lenders thereof), and in such event the provisions of Section 2.13(b) will apply to all amounts thereafter paid by the Borrower for the account of such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts), provided that such termination will not be deemed to be a waiver or release of any termination of claim the Commitments shall be paid on Borrower, the effective date of Administrative Agent or any Lender may have against such terminationDefaulting Lender.

Termination and Reduction of Commitments. (a) Unless previously terminated, the Revolving Commitments and the Alternate Currency Commitments shall terminate on the Revolving Credit Termination Maturity Date. (b) The Borrower may, upon notice to the Administrative Agent pursuant to Section 2.06(c), Company may at any time time, without premium or penalty, terminate, or from time to time reduce, the Commitments; provided that (i) each such reduction of the Commitments shall be in an amount that is at least equal to the Borrowing Minimum and an integral multiple of $1,000,000 equal to the Borrowing Multiple and not less than $10,000,000, (ii) the Borrower Company shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Loans Revolving Borrowings in accordance with Section 2.082.10, the aggregate Aggregate Revolving Credit Exposures of all Lenders Exposure would exceed the aggregate Commitments of all Lenders then in effect, and (iii) if, after giving effect to any reduction of the aggregate Commitments, the Swing Line Sublimit exceeds the amount of the aggregate Commitments, such Sublimit shall be automatically reduced by the amount of such excessTotal Revolving Commitment. (c) Each reduction in the Revolving Commitments or in the Alternate Currency Commitments under any Alternate Currency Supplement shall be made ratably among the Revolving Lenders or the Fronting Lenders party to such Alternate Currency Supplement, as the case may be, in accordance with their respective Revolving Commitments or Alternate Currency Commitments under such Alternate Currency Supplement, as applicable. (d) The Borrower Company shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower Company pursuant to this Section shall be irrevocable; provided that a notice of termination of the Revolving Commitments or Alternate Currency Commitments delivered by the Borrower Company may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their Applicable Percentage. All fees accrued until the effective date of any termination of the Commitments shall be paid on the effective date of such termination.

Termination and Reduction of Commitments. (a) Unless previously terminated, the Commitments of each Class shall terminate on the Revolving Credit Termination DateMaturity Date for such Class. (b) The Any Borrower may, upon notice to the Administrative Agent pursuant to Section 2.06(c), may at any time terminate, or from time to time reduce, any Class of the Commitments; provided that (i) each reduction of any Class of the Commitments shall be in an amount that is an integral multiple of $1,000,000 1.0 million and not less than $10,000,0005.0 million (or, if less, the remaining amount of such Class of the Commitments) and (ii) the Borrower Borrowers shall not terminate or reduce the Commitments any Commitment if, after giving effect to such termination or reduction and any concurrent prepayment of the Revolving Facility Loans in accordance with Section 2.082.12 and any Cash Collateralization of Letters of Credit in accordance with Section 2.05(j) or (k), (A) the aggregate Total Revolving Credit Exposures of all Lenders Facility Exposure would exceed the aggregate lesser of (x) the Total Revolving Facility Commitments of all Lenders then in effect, and (iiiy) ifthe Global Borrowing Base, after giving effect to any reduction of (B) the aggregate Commitments, U.S. Revolving Facility Exposure would exceed the Swing Line U.S. Sublimit exceeds or (C) the amount of Total Revolving Facility Exposure less the aggregate Commitments, such Sublimit shall be automatically reduced by German Revolving Facility Exposure would exceed the amount of such excessSpecified Sublimit. (c) The applicable Borrower shall notify the Administrative Agent of any election to terminate or reduce any Class of the Commitments under paragraph (b) of this Section at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the applicable Lenders of the contents thereof. Each notice delivered by the a Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments any Commitment delivered by the a Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, indentures or similar financing agreements, in which case such notice may be revoked by the such Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class pursuant to this Section 2.09 shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their Applicable Percentage. All fees accrued until the effective date of any termination of the respective Commitments shall be paid on the effective date of such terminationClass, except to the extent otherwise permitted by Section 2.21(b)(iii).

Termination and Reduction of Commitments. (a) Unless previously terminated, the Bridge Commitments shall will terminate on the Revolving Credit earlier of (i) the Termination DateDate and (ii) the Bridge Borrowing Date (after giving effect to the Bridge Loans made on such date). (b) Unless previously terminated, the Rollover Commitments will terminate on the earliest of (i) the Bridge Maturity Date (after giving effect to the Rollover Loans made on such date), (ii) the date on which the aggregate principal amount of the Bridge Loans is repaid in full and (iii) the date on which the Bridge Commitments terminate (or are reduced to $0) without any Bridge Loans having being made. (c) The Borrower may, upon notice to the Administrative Agent pursuant to Section 2.06(c), may at any time terminate, or from time to time reduce, the Bridge Commitments; provided that (i) the amount of each reduction of the Commitments shall be in an amount that is an integral multiple of $1,000,000 100,000 and not less than $10,000,000, 1,000,000 and (ii) at least five Business Days prior to the effectiveness of any such reduction, the Borrower shall not terminate or reduce have provided evidence reasonably satisfactory to the Commitments ifLenders that the Borrower shall have, after giving effect to such reduction, immediately available capital in such amount as shall be necessary to implement the Business Plan. (d) On the date on which any concurrent prepayment Net Proceeds are received by or on behalf of the Loans Borrower or any Subsidiary in respect of any Prepayment Event occurring on or prior to the Bridge Borrowing Date in accordance with Section 2.08this Agreement, the aggregate Revolving Credit Exposures of all Lenders would exceed the aggregate Bridge Commitments of all Lenders then in effect, and (iii) if, after giving effect to any reduction of the aggregate Commitments, the Swing Line Sublimit exceeds the amount of the aggregate Commitments, such Sublimit shall be automatically reduced by an aggregate amount equal to such Net Proceeds; provided that if Net Proceeds at least equal to $150,000,000 are received by or on behalf of the amount Borrower or any Subsidiary in respect of one or more Prepayment Events consummated prior to the Bridge Borrowing Date, on the date on which such excessNet Proceeds equal $150,000,000 the Bridge Commitments shall be automatically reduced to $0. (ce) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Bridge Commitments under paragraph subsection (bc) of this Section at least three (3) Business Days prior to before the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of after it receives any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall subsection (e) will be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Bridge Commitments shall will be permanent. Each reduction of the Commitments shall permanent and will be made ratably among the Lenders in accordance with their Applicable Percentage. All fees accrued until respective Bridge Commitments. (f) Promptly after any Net Proceeds are received by or on behalf of the effective date Borrower or any Subsidiary in respect of any termination of Prepayment Event, the Commitments Borrower shall be paid on give written notice to the effective date Administrative Agent setting forth in detail reasonably satisfactory to the Administrative Agent the method used to calculate the amount of such terminationNet Proceeds.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Term Loan Commitments shall terminate at 5:00 p.m., Dallas, Texas time, on the Effective Date and (ii) the Revolving Credit Commitments shall terminate on the Revolving Credit Termination Maturity Date. (b) The Borrower may, upon notice to the Administrative Agent pursuant to Section 2.06(c), may at any time terminate, or from time to time reduce, the CommitmentsCommitments 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 $1,000,000 500,000 and not less than $10,000,0001,000,000, or if less, the amount of such Commitment, and (ii) the Borrower shall not terminate or reduce the Revolving Credit Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.082.09, the aggregate Revolving Credit Exposures of all Lenders would exceed the aggregate Commitments of all Lenders then in effect, and (iii) if, after giving effect to any reduction of the aggregate total Revolving Credit Commitments, the Swing Line Sublimit exceeds the amount of the aggregate Commitments, such Sublimit shall be automatically reduced by the amount of such excess.. THIRD AMENDED AND RESTATED CREDIT AGREEMENT 30 (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three (3) two Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Revolving Credit Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. 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 Applicable Percentage. All fees accrued until the effective date of any termination of the respective Commitments shall be paid on the effective date of such terminationClass.

Termination and Reduction of Commitments. (a) Unless previously terminatedterminated pursuant to the terms of this Agreement, the Commitments shall terminate on the Revolving Credit Termination DateMaturity Date (as it may be extended with respect to some or all of the Commitments pursuant to Section 2.20). (b) The Borrower may, upon notice to the Administrative Agent pursuant to Section 2.06(c), may at any time terminate, or from time to time reduce, the Commitments; provided that (i) each reduction of the Commitments shall be in an amount that is an integral multiple of $1,000,000 10,000,000 and not less than $10,000,00050,000,000 (in each case, unless equal to the entire remaining amount of the Commitments) and (ii) the Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.082.10, the aggregate Total Revolving Credit Exposures of all Lenders Exposure would exceed the aggregate Commitments of all Lenders then in effect, and (iii) if, after giving effect to any reduction of the aggregate Aggregate Commitments, the Swing Line Sublimit exceeds the amount of the aggregate Commitments, such Sublimit shall be automatically reduced by the amount of such excess. (c) The Borrower shall notify the Administrative Agent by telephone or email (and, in the case of telephonic notice, promptly confirmed by email) of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three (3) Business Days (or such shorter period as shall be acceptable to the Administrative Agent) prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a any such notice of termination or reduction of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness occurrence of other credit facilitiesone or more events specified therein, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their Applicable Percentage. All fees accrued until the effective date of any termination of the Commitments shall be paid on the effective date of such terminationrespective Commitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, the The Term Loan Commitments shall terminate at 5:00 p.m., Standard Time, on the Closing Date. The Revolving Credit Commitments shall terminate at 5:00 p.m., Standard Time, on the Revolving Credit Termination Maturity Date. (b) The Borrower may, upon Upon at least three Business Days' prior irrevocable written or telecopy notice to the Administrative Agent pursuant to Section 2.06(c)Agent, (x) Stone may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Tranche G Commitments and (y) Canco may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Tranche H Commitments and/or the Revolving Credit Commitments; provided provided, however, that (i) each partial reduction of the such Commitments shall be in an amount that is an integral multiple of $1,000,000 U.S.$1,000,000 and not less than $10,000,000, in a 40 35 minimum principal amount of U.S.$5,000,000 and (ii) the Borrower Canco shall not be permitted to terminate or reduce the Revolving Credit Commitments if, after giving effect to any concurrent prepayment as the result of the Loans in accordance with Section 2.08such termination or reduction, the aggregate Revolving Credit Exposures of all Lenders Utilization would exceed the aggregate Commitments of all Lenders then in effect, and (iii) if, after giving effect to any reduction of the aggregate remaining Revolving Credit Commitments, the Swing Line Sublimit exceeds the amount of the aggregate Commitments, such Sublimit shall be automatically reduced by the amount of such excess. (c) The Revolving Credit Commitments shall be permanently reduced by the amount of any mandatory prepayments applied to Revolving Credit Borrowings pursuant to Section 2.13(f). (d) Each reduction in the Commitments hereunder shall be made ratably among the applicable Lenders in accordance with their respective applicable Commitments. (e) The applicable 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 at least three (3) Business Days 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 notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to . (f) Nothing in this Section 2.09 shall be irrevocable; provided prejudice any rights that a notice either Borrower may have against any Lender that fails to lend as required hereunder prior to the date of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their Applicable Percentage. All fees accrued until the effective date of any termination of the Commitments shall be paid on the effective date of such terminationCommitment.

Termination and Reduction of Commitments. (a) Unless previously terminated, the Revolving Loan Commitments shall terminate on the Revolving Credit Termination Maturity Date. (b) The Borrower may, upon notice to the Administrative Agent pursuant to Section 2.06(c), may at any time terminate, or from time to time reduce, the Revolving Loan Commitments; provided that (i) each reduction of the Revolving Loan Commitments shall be in an amount that is an integral multiple of $1,000,000 100,000 and not less than $10,000,000, 5,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Loan Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.082.10, the aggregate Dollar Amount of the Total Revolving Credit Exposures of all Lenders would exceed the aggregate Commitments of all Lenders then in effect, and (iii) if, after giving effect to any reduction of the aggregate Commitments, the Swing Line Sublimit exceeds the amount of the aggregate Commitments, such Sublimit shall be automatically reduced by the amount of such excessAggregate Commitment. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Loan Commitments under paragraph (b) of this Section at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the applicable Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Revolving Loan Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilitiesfacilities or other transactions specified therein, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Revolving Loan Commitments shall be permanent. Each reduction of the Revolving Loan Commitments shall be made ratably among the Lenders with Revolving Loan Commitments in accordance with their Applicable Percentage. All fees accrued until the effective date of any termination of the Commitments shall be paid on the effective date of such terminationrespective Revolving Loan Commitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, the Revolving Commitments shall terminate on the Revolving Credit Termination Maturity Date and the Term Loan Commitments shall terminate upon the making of the New Term Loans on the Restatement Date. (b) The Borrower may, upon notice to the Administrative Agent pursuant to Section 2.06(c), Company may at any time terminate, or from time to time reduce, the CommitmentsRevolving Commitments of a Class; provided that (i) each reduction of the Revolving Commitments of a Class shall be in an amount that is an integral multiple of $1,000,000 and not less than $10,000,000, 3,000,000 and (ii) the Borrower Company shall not terminate or reduce the Revolving Commitments of such Class if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.08of such Class, (i) the aggregate outstanding Revolving Credit Exposure of such Class would exceed the Revolving Commitment of such Class or (ii) the sum of the Revolving Credit Exposures of all Lenders plus the Competitive Loan Exposures would exceed the aggregate Commitments of all Lenders then in effect, and (iii) if, after giving effect to any reduction of the aggregate total Revolving Commitments, the Swing Line Sublimit exceeds the amount of the aggregate Commitments, such Sublimit shall be automatically reduced by the amount of such excess. (c) The Borrower Company shall notify the General Administrative Agent Agent, of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the General Administrative Agent or an affiliate thereof shall advise the applicable Lenders of the contents thereof. Each notice delivered by the Borrower Company pursuant to this Section shall be irrevocable; provided that a notice of termination of the any Commitments delivered by the Borrower Company may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower Company (by notice to the General Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction of the any Commitments shall be made ratably among the applicable Lenders in accordance with their Applicable Percentage. All fees accrued until the effective date of any termination respective applicable Commitments of the Commitments shall be paid on the effective date of such terminationapplicable Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, the Revolving Commitments shall terminate on the Revolving Credit Termination DateMaturity Date and the Term Commitments shall terminate upon final disbursement of the Term Loans or the end of the Availability Period for the Term Facility, whichever comes first. (b) The Borrower may, upon notice to the Administrative Agent pursuant to Section 2.06(c), may at any time terminate, or from time to time reduce, the Revolving Commitments; provided that (i) each reduction of the Revolving Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $10,000,000, 5,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.082.11, the aggregate Total Revolving Credit Exposures of all Lenders Exposure would exceed the aggregate Commitments of all Lenders then in effecttotal Revolving Commitments; provided, and (iii) ifhowever, after giving effect to any reduction of the Borrower may not reduce the aggregate Commitments, the Swing Line Sublimit exceeds the amount of the aggregate Commitments, such Sublimit shall be automatically reduced by Revolving Commitments below $25,000,000 pursuant to this Section unless the amount of such excessBorrower is terminating the Revolving Commitments in full. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under paragraph (b) of this Section at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Revolving Commitments shall be permanent. Each reduction of the Revolving Commitments shall be made ratably among the Revolving Lenders in accordance with their Applicable Percentage. All fees accrued until the effective date of any termination of the Commitments shall be paid on the effective date of such terminationrespective Revolving Commitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, the The Revolving Credit Commitments shall terminate be automatically and permanently terminated on the Revolving Credit Termination DateDate (or on November 30, 1999, but only if the Closing Date shall not have occurred on or prior to such date). (b) The Borrower maySwingline Commitment shall be automatically and permanently terminated on the Swingline Maturity Date, upon notice to the Administrative Agent unless sooner terminated pursuant to Section 2.06(c)any other provision of this SECTION or SECTION 9.2. (c) The Revolving Credit Commitments shall, at any time terminate, or from time to time reduce, the Commitments; provided that (i) on each reduction of the Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $10,000,000, (ii) the Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent date upon which a prepayment of the Loans in accordance with Section 2.08is required under any provision of paragraph (c), the aggregate Revolving Credit Exposures (d) or (e) of all Lenders would exceed the aggregate Commitments of all Lenders then in effectSECTION 2.6, and (iii) if, after giving effect to any reduction of the aggregate Commitments, the Swing Line Sublimit exceeds the amount of the aggregate Commitments, such Sublimit shall be automatically and permanently reduced by the amount of such excessrequired prepayment, as more particularly set forth in SECTION 2.6(F). (cd) At any time and from time to time after the date hereof, upon not less than five (5) Business Days' prior written notice to the Agent (and, in the case of a termination or reduction of the Unutilized Swingline Commitment, the Swingline Lender), the Borrower may terminate in whole or reduce in part the aggregate Unutilized Revolving Credit Commitments or the Unutilized Swingline Commitment, provided that any such partial reduction shall be in an aggregate amount of not less than $2,000,000 ($1,000,000 in the case of Unutilized Swingline Commitment) or, if greater, an integral multiple thereof. The Borrower shall notify the Administrative Agent amount of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders reduction made under this subsection (d) may not thereafter be reinstated. (e) Each reduction of the contents thereof. Each notice delivered by the Borrower Revolving Credit Commitments pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction of the Commitments shall be made applied ratably among the Lenders in accordance with according to their Applicable Percentagerespective Revolving Credit Commitments. All fees accrued until Notwithstanding any provision of this Agreement to the effective date of contrary, any termination reduction of the Revolving Credit Commitments pursuant to this Section that has the effect of reducing the aggregate Revolving Credit Commitments to an amount less than the amount of the Swingline Commitment at such time shall be paid on result in an automatic corresponding reduction of the effective date of such termination.Swingline

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Revolving Commitment shall terminate on the Maturity Date, (ii) the Initial Term Loan Commitments shall terminate on the Revolving Credit making of the Initial Term Loans on the Effective Date and (iii) the Delayed Draw Term Loan Commitments shall terminate on the earlier to occur of (A) the date on which all Delayed Draw Term Loan Commitments shall have been fully funded and (B) the Delayed Draw Termination Date. (bc) The Borrower may, upon notice to the Administrative Agent pursuant to Section 2.06(c), at any time terminate, or Representative may from time to time reduce, reduce the Commitments; provided that (i) each reduction of the Commitments shall be in an amount that is an integral multiple of $1,000,000 10,000,000 and not less than $10,000,00025,000,000 (or, in either case, if less, the aggregate remaining applicable Commitment) and (ii) the Borrower Borrowers shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.082.11, the aggregate Aggregate Revolving Credit Exposures of all Lenders Exposure would exceed the aggregate Commitments of all Lenders then in effect, and (iii) if, after giving effect to any reduction of the aggregate Revolving Commitments, the Swing Line Sublimit exceeds the amount of the aggregate Commitments, such Sublimit shall be automatically reduced by the amount of such excess. (cd) The Borrower Representative shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) or (c) of this Section at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower Representative pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower Representative may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower Representative (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their Applicable Percentagerespective Commitments. All fees accrued until SECTION 2.10. Increase in Commitments; Amend and Extend Transactions. (a) Increase in Commitments. (i) After the effective date of any termination of Effective Date, the Borrowers shall have the right to increase the aggregate Revolving Commitments shall be paid on by obtaining additional Revolving Commitments (“Incremental Revolving Commitments” and revolving loans made thereunder, “Incremental Revolving Loans”) and the effective date of such termination.right to increase the aggregate Term Loan Commitments by obtaining additional Term Loan Commitments under a then-existing tranche and/or one or more additional

Termination and Reduction of Commitments. (a) Unless previously terminated, the Commitments shall terminate on the Revolving Credit Termination Maturity Date. (b) The Borrower may, upon notice to the Administrative Agent pursuant to Section 2.06(c), may at any time terminate, or from time to time reduce, the Liquidity Commitments and/or the Energy Hedging Commitments; provided that (i) each reduction of the Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $10,000,000, (ii) the Borrower shall not terminate or reduce the Liquidity Commitments if, after giving effect to any concurrent prepayment of the Liquidity Loans in accordance with Section 2.082.12, the aggregate sum of the Liquidity Revolving Credit Exposures of all Lenders would exceed the aggregate Commitments of all Lenders then in effect, Liquidity Aggregate Commitment and (iii) the Borrower shall not terminate or reduce the Energy Hedging Commitments if, after giving effect to any reduction concurrent prepayment of the aggregate CommitmentsEnergy Hedging Loans in accordance with Section 2.12, the Swing Line Sublimit exceeds the amount sum of the aggregate Commitments, such Sublimit shall be automatically reduced by Energy Hedging Revolving Credit Exposures would exceed the amount of such excessEnergy Hedging Aggregate Commitment. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their Applicable Percentage. All fees accrued until the effective date of any termination of the Commitments shall be paid on the effective date of such terminationrespective Commitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, the Revolving Commitments shall terminate on the Revolving Credit Commitment Termination Date. The Term Loan Commitments shall terminate on the Effective Date upon the making of the Term Loan pursuant to Section 2.02. (b) The Borrower may, upon notice to the Administrative Agent pursuant to Section 2.06(c), may at any time terminate, or from time to time reduce, the Revolving Commitments; provided that (i) each reduction of the Revolving Commitments shall be in an amount that is an integral multiple of $1,000,000 500,000 and not less than $10,000,000, 2,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.082.09, the aggregate Revolving Credit Exposures of all Lenders would exceed the aggregate Commitments of all Lenders then in effect, and (iii) if, after giving effect to any reduction of the aggregate Commitments, the Swing Line Sublimit exceeds the amount of the aggregate Commitments, such Sublimit shall be automatically reduced by the amount of such excessMaximum Availability. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under paragraph (b) of this Section at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. Each Other than as otherwise expressly set forth herein, each reduction of the Revolving Commitments shall be made ratably among the Revolving Credit Lenders in accordance with their Applicable Percentagerespective Revolving Commitments. All fees accrued until the effective date Table of any termination of the Commitments shall be paid on the effective date of such termination.Contents

Termination and Reduction of Commitments. (a) Unless previously terminated, The obligation of the Commitments L/C Issuer to make L/C Credit Extensions hereunder shall automatically terminate on upon the Revolving Credit Termination earlier occurrence of (i) an Event of Default and (ii) the date 15 Business Days prior to the Maturity Date. (b) The Commitments of the Lenders shall automatically terminate on the Maturity Date. (c) Any termination of the obligation of the L/C Issuer to make L/C Credit Extensions or the Commitments shall be permanent. (d) If a Lender defaults in its obligation hereunder to make a Loan at any time prior to or simultaneous with the termination of its Commitment, such obligation of the defaulting Lender shall survive such termination. (e) The Borrower may, upon notice to the Administrative Agent pursuant to Section 2.06(c), may at any time terminate, or from time to time reduce, the Commitments; provided that (i) each reduction of the Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $10,000,000, 10,000,000 and (ii) the Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.082.04, the aggregate Revolving total Credit Exposures of all Lenders would exceed the aggregate Commitments of all Lenders then in effect, and (iii) if, after giving effect to any reduction of the aggregate total Commitments, the Swing Line Sublimit exceeds the amount of the aggregate Commitments, such Sublimit shall be automatically reduced by the amount of such excess. (cf) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Any termination or reduction of the Commitments shall be permanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their Applicable Percentage. All fees accrued until the effective date of any termination of the Commitments shall be paid on the effective date of such terminationrespective Commitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Bridge Commitments shall terminate on the Bridge Maturity Date, (ii) the Tranche A Revolving Credit Termination Commitments shall terminate on the Tranche A Revolving Maturity Date and (iii) the Tranche B Revolving Commitments shall terminate on the Tranche B Revolving Maturity Date. (b) The Borrower may, upon notice to the Administrative Agent pursuant to Section 2.06(c), may at any time terminate, or from time to time reduce, in whole or in part, the CommitmentsCommitments of any Class; provided that (i) each partial reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 and 41 47 not less than $10,000,0005,000,000, and (ii) the Borrower shall not terminate or reduce the Commitments of any Class if, after giving effect to any concurrent prepayment of the Loans of such Class in accordance with Section 2.082.10, the aggregate Revolving Credit sum of the Committed Exposures of all Lenders plus the Competitive Loan Exposures would exceed the aggregate Commitments of all Lenders then in effect, and (iii) if, after giving effect to any reduction of the aggregate total Commitments, the Swing Line Sublimit exceeds the amount of the aggregate Commitments, such Sublimit shall be automatically reduced by the amount of such excess. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three (3) five Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. 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 Applicable Percentage. All fees accrued until the effective date of any termination of the respective Commitments shall be paid on the effective date of such terminationClass.

Termination and Reduction of Commitments. (a) Unless previously terminated, the Commitments shall terminate on the Revolving Credit Termination Maturity Date. (b) The Parent Borrower may, upon notice to the Administrative Agent pursuant to Section 2.06(c), may at any time terminate, or from time to time reduce, the Commitments; provided that (i) each reduction of the Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $10,000,000, 5,000,000 and (ii) the Parent Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment of if (A) the Loans in accordance with Section 2.08, the aggregate total Revolving Credit Exposures of all Lenders Exposure would exceed the aggregate Commitments of all Lenders then in effect, and (iii) if, after giving effect to any reduction of the aggregate Commitments, the Swing Line Sublimit exceeds the total amount of the aggregate CommitmentsAvailable Commitments or (B) after giving pro forma effect to such reduction, the Facilities Availability Amount would be less than $10,000,000. In connection with such Sublimit termination or reduction, the Borrowers shall pay the applicable Prepayment Fee; provided, however, that no Prepayment Fee shall be automatically reduced by payable on the amount Commitments in the event this Agreement is terminated in connection with a refinancing of such excessthe Obligations in a transaction in which the Initial Lender provides for the Borrowers a credit facility in which the Initial Lender is the sole lead arranger and book manager and the sole administrative agent. (c) The Parent Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders with respect to such Commitments of the contents thereof. Each notice delivered by the Parent Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Parent Borrower under paragraph (b) of this Section may state that such notice is conditioned upon the effectiveness of other credit facilitiesborrowings or the completion of the sale or issuance of stock of the Parent Borrower or the sale of assets of the Parent Borrower, in which case such notice may be revoked by the Parent Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their Applicable Percentage. All fees accrued until the effective date of any termination of the Commitments shall be paid on the effective date of such terminationrespective Commitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, the Initial2023 Replacement Facility Commitments shall terminate on the Revolving Credit Termination Initial2023 Replacement Facility Maturity Date. (b) The Lead Borrower may, upon notice to the Administrative Agent pursuant to Section 2.06(c), may at any time terminate, or from time to time reduce, the CommitmentsCommitments of any Class; provided that (i) each reduction of the Commitments of any Class shall be in an a principal amount (as applicable) that is an integral multiple of $1,000,000 or €800,000 and not less than a principal amount of $10,000,0001,000,000 or €800,000 (or in any other amount that the Administrative Agent agrees in its discretion), (ii) the Lead Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.082.11, the aggregate Revolving Credit total Aggregate Exposures of all Lenders would exceed the aggregate Aggregate Commitments of all Lenders then in effect, and (iii) if, after giving effect to any reduction of the aggregate Commitments, the Swing Line LC Sublimit exceeds the amount of the aggregate Commitments, such then the LC Sublimit shall be automatically reduced by the amount of such excess. (c) The Lead Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph clause (b) of this Section 2.08 (as selected by the Lead Borrower) at least three (3) one Business Days Day prior to the effective date of such termination or reductionthereof, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Lead Borrower pursuant to this Section 2.08 shall be irrevocable; provided that a notice of termination or reduction of the any Commitments delivered by the Lead Borrower may state that such notice is conditioned upon the effectiveness of other credit facilitiesfacilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of any other identifiable event or condition, in which case such notice may be revoked by the Lead Borrower (by notice to the Administrative Agent on or prior to the specified effective datedate of termination or reduction) 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 Applicable Percentage. All fees accrued until the effective date of any termination of the respective Commitments shall be paid on the effective date of such terminationClass.

Termination and Reduction of Commitments. (a) Unless previously terminated, the The Commitments shall terminate on the Revolving Credit Commitment Termination Date. (b) The Borrower may, upon notice Prior to the Administrative Agent pursuant to Section 2.06(c)Borrowing Date, the Borrower may at any time terminate, or from time to time reduce, the Commitments; provided that (i) each reduction of the Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $10,000,000, (ii100,000,000. Amounts to be applied pursuant to this Section 2.08(b) shall be applied as directed by the Borrower and each reduction of the Commitments shall not be made ratably among the Lenders of the applicable Tranche in accordance with their respective Commitments. (c) On or after the Commitment Date and on or prior to the Borrowing Date, the following amounts shall terminate or reduce the Commitments ifas provided below: (i) 100% of the Net Cash Proceeds from any issuance or incurrence of any Indebtedness by the Borrower or any Restricted Subsidiary after the Commitment Date (other than Indebtedness incurred under the Revolving Credit Agreement and the Borrower’s commercial paper program and Other Excepted Indebtedness); (ii) 100% of the Net Cash Proceeds from any public offering or private placement of Capital Stock of the Borrower after the Commitment Date (other than any such public offering or private placement in connection with employee stock option plans); and (iii) 100% of the Net Cash Proceeds received from any Qualifying Asset Sale by the Borrower or any of its Restricted Subsidiaries to the extent that the aggregate of all such Net Cash Proceeds from all Qualifying Asset Sales after the Commitment Date shall exceed $250,000,000, after unless a Reinvestment Notice has been delivered in respect of such Qualifying Asset Sale; provided that on each Reinvestment Prepayment Date an amount equal to the Reinvestment Prepayment Amount with respect to the applicable Qualifying Asset Sale shall be applied toward the reduction of the Commitments pursuant to this Section 2.08(c) or to the prepayment of the Loans pursuant to Section 2.10(b)(iii) (without giving effect to any concurrent prepayment further reinvestment right). So long as no Event of Default shall have occurred and be continuing, the Loans Borrower may defer any commitment reduction that would otherwise be required under this clause (iii) until the first date on which the aggregate amount of Net Cash Proceeds required to be used for such a commitment reduction (excluding amounts subject to any Reinvestment Notice in respect of which the Reinvestment Prepayment Date has not occurred) exceeds $100,000,000. Amounts to be applied pursuant to this Section 2.08(c) shall be applied, first, to reduce the Tranche II Term Commitments on a pro rata basis among the Tranche II Term Lenders and, second, to reduce the Tranche I Term Commitments on a pro rata basis among the Tranche I Term Lenders. Any such amount received on or after the Commitment Date and prior to the Effective Date shall reduce the Commitments in accordance with Section 2.08the above, effective immediately following the aggregate Revolving Credit Exposures of all Lenders would exceed the aggregate Commitments of all Lenders then in effect, and (iii) if, after giving effect to any reduction of the aggregate Commitments, the Swing Line Sublimit exceeds the amount of the aggregate Commitments, such Sublimit shall be automatically reduced by the amount of such excessEffective Date. (cd) The Borrower shall notify the Administrative Agent of any election or requirement to terminate or reduce the Commitments under paragraph paragraphs (b) or (c) of this Section at least three (3) one Business Days Day prior to the effective date of such termination or reductionreduction (in the case of a reduction under paragraph (c) of this Section, to the extent such advance notice is practicable) specifying such election and or requirement and, the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to paragraph (b) of this Section shall be irrevocable; provided that a any such notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their Applicable Percentage. All fees accrued until the effective date of any termination of the Commitments shall be paid on the effective date of such termination.

Termination and Reduction of Commitments. (a) Unless previously terminated, the Revolving Commitments shall terminate on the Revolving Credit Termination Maturity Date; provided, however, that all the Commitments shall terminate at 5:00 p.m., New York City time, on February 15, 2005, if the Effective Date shall not have occurred prior to such time. (b) The Borrower may, upon notice to the Administrative Agent pursuant to Section 2.06(c), may at any time terminate, or from time to time reduce, the CommitmentsCommitments of any Class; provided provided, however, that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 that is a Borrowing Multiple and not less than $10,000,000, the Borrowing Minimum with respect to such Class and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.082.10, the aggregate Revolving Credit Exposures of all Lenders would exceed the aggregate Commitments of all Lenders then in effect, and (iii) if, after giving effect to any reduction of the aggregate Available Revolving Commitments, the Swing Line Sublimit exceeds the amount of the aggregate Commitments, such Sublimit shall be automatically reduced by the amount of such excess. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three (3) five Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the applicable Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided provided, however, that a notice of termination of the Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. 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 Applicable Percentage. All fees accrued until the effective date of any termination of the respective Commitments shall be paid on the effective date of such terminationClass.

Termination and Reduction of Commitments. (a) Unless previously terminated, the Revolving Commitments shall terminate on the Revolving Credit Termination Maturity Date. (b) The Borrower may, upon notice to the Administrative Agent pursuant to Section 2.06(c), may at any time terminate, or from time to time reduce, reduce the Revolving Commitments; provided that (i) each reduction of the Revolving Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $10,000,000, 5,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.082.11, the aggregate Dollar Amount of the sum of the Revolving Credit Exposures of all Lenders would exceed the aggregate Commitments of all Lenders then in effect, and (iii) if, after giving effect to any reduction of the aggregate Commitments, the Swing Line Sublimit exceeds the amount of the aggregate Commitments, such Sublimit shall be automatically reduced by the amount of such excessAggregate Revolving Commitment. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three (3) Business 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 notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilitiesfacilities or other transactions specified therein, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their Applicable Percentage. All fees accrued until respective Commitments. (d) In the effective date event the Borrower or any of any termination 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 a Unit Purchase Agreement Termination Event, the Commitments shall immediately terminate and be paid on the effective date of such terminationpermanently reduced to zero.

Termination and Reduction of Commitments. (a) Unless previously terminatedThe Revolving Commitments, the Commitments Swingline Commitment and the LC Commitment shall automatically terminate on the Revolving Credit Termination Maturity Date. (ba) The At its option, Borrower may, upon notice to the Administrative Agent pursuant to Section 2.06(c), may at any time terminate, or from time to time permanently reduce, the Revolving Commitments; provided that (i) each reduction of the Revolving Commitments shall be in an amount that is an integral multiple of $1,000,000 2,500,000 and not less than $10,000,000, 5,000,000; (ii) unless the Borrower Revolving Commitments are being terminated in full in connection with the simultaneous payment in full of all Obligations, the Revolving Commitments shall not terminate be reduced to below $30,000,000; (iii) the Revolving Commitments shall not be terminated or reduce the Commitments reduced if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.082.09, the aggregate amount of Revolving Credit Exposures of all Lenders would exceed the aggregate Commitments amount of all Lenders then in effect, Revolving Commitments; and (iiiiv) ifsimultaneously with any termination or reduction, after giving effect Borrower shall have paid to any reduction the Administrative Agent for the benefit of the aggregate Commitments, Revolving Lenders the Swing Line Sublimit exceeds the amount of the aggregate Commitments, such Sublimit shall be automatically reduced by the amount of such excessEarly Termination Fee (if any). (cb) The Borrower shall notify the Administrative Agent in writing of any election to terminate or reduce the Revolving Commitments under paragraph (bSection 2.07(b) of this Section at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section 2.07 shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Revolving Commitments shall be permanent. Each reduction of the Revolving Commitments shall be made ratably among the Revolving Lenders in accordance with their Applicable Percentagerespective Revolving Commitments. All fees accrued until the effective date of any termination of the Commitments shall be paid on the effective date of such termination.45

Termination and Reduction of Commitments. (a) Unless previously terminated, the The Initial Revolving Commitments shall automatically terminate on the Initial Revolving Credit Termination Maturity Date. The L/C Commitment shall automatically terminate on the earlier to occur of (i) the termination of the Commitments and (ii) the date that is 30 days prior to the Initial Revolving Maturity Date. (b) The Borrower may, upon Upon at least three Business Days’ prior irrevocable written or fax notice to the Administrative Agent pursuant to Section 2.06(c(provided that such notice may be conditioned on receiving the proceeds of any refinancing or on any other transaction), the Borrower may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Initial Revolving Commitments, the Incremental Revolving Commitments of any Tranche, the Extended Revolving Commitments of any Tranche, and/or the Specified Refinancing Commitments of any Tranche; provided provided, however, that (i) each partial reduction of the Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than in a minimum amount of $10,000,000, 5,000,000 and (ii) the Borrower Total Commitment shall not terminate be reduced to an amount that is less than the Aggregate Credit Exposure (without taking into account Letters of Credit that have been cash collateralized or reduce backstopped in a manner satisfactory to the Commitments if, after giving effect to any concurrent prepayment of Administrative Agent and the Loans Issuing Bank in accordance with Section 2.08, their sole discretion) at the aggregate Revolving Credit Exposures of all Lenders would exceed the aggregate Commitments of all Lenders then in effect, and (iii) if, after giving effect to any reduction of the aggregate Commitments, the Swing Line Sublimit exceeds the amount of the aggregate Commitments, such Sublimit shall be automatically reduced by the amount of such excesstime. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce Each reduction in the Commitments under paragraph (b) of this Section at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction of the Commitments hereunder shall be made ratably among the Lenders in accordance with their Applicable Percentagerespective applicable Commitments. All fees accrued until The Borrower shall pay to the effective Administrative Agent for the account of the applicable Lenders, on the date of each termination or reduction of any termination Commitment, the Facility Fees on the amount of the Commitments shall be paid on so terminated or reduced accrued to but excluding the effective date of such terminationtermination or reduction.