Common use of Termination and Reduction of Commitments Clause in Contracts

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Additional Term Loan Commitments shall terminate at 5:00 p.m. (New York City time) on the Restatement Effective Date if the Company fails to meet the conditions precedent in Section 4.01 and in Section 4 of the Amendment and Restatement Agreement by such time or, if earlier, immediately after they are fully funded and (ii) all other Commitments shall terminate on the Maturity Date. (b) The Company may at any time terminate, or from time to time reduce, the Commitments of any Class; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000, (ii) the Company shall not terminate or reduce the Dollar Tranche Commitments if, after giving effect to any concurrent prepayment of the Dollar Tranche Revolving Loans in accordance with Section 2.11, the Dollar Amount of the sum of the total Dollar Tranche Revolving Credit Exposures would exceed the aggregate Dollar Tranche Commitments and (iii) the Company shall not terminate or reduce the Multicurrency Tranche Commitments if, after giving effect to any concurrent prepayment of the Multicurrency Tranche Revolving Loans in accordance with Section 2.11, the Dollar Amount of the sum of the total Multicurrency Tranche Revolving Credit Exposures would exceed the aggregate Multicurrency Tranche Commitments. (c) The 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 thereof. Each notice delivered by the Company pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments of any Class delivered by the 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 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 respective Commitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Additional Tranche A Term Loan Commitments shall terminate at 5:00 3:00 p.m. (New York City time) on the Restatement Effective Date if the Company fails to meet the conditions precedent in Section 4.01 and in Section 4 of the Amendment and Restatement Agreement by such time or, if earlier, immediately after they are fully funded and (ii) all other the Revolving Commitments shall terminate on the Revolving Maturity Date. (b) The Company may at any time terminate, or from time to time reduce, the Revolving Commitments of any Class; provided that (i) each reduction of the Revolving Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,0001,000,000, (ii) the Company shall not terminate or reduce the Dollar US Tranche Commitments if, after giving effect to any concurrent prepayment of the Dollar US Tranche Revolving Loans in accordance with Section 2.11, the Dollar Amount of the sum of the total Dollar US Tranche Revolving Credit Exposures would exceed the aggregate Dollar US Tranche Commitments and (iii) the Company shall not terminate or reduce the Multicurrency Global Tranche Commitments if, after giving effect to any concurrent prepayment of the Multicurrency Global Tranche Revolving Loans in accordance with Section 2.11, the Dollar Amount of the sum of the total Multicurrency Global Tranche Revolving Credit Exposures would exceed the aggregate Multicurrency Global Tranche Commitments. (c) The 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 thereof. Each notice delivered by the Company pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments of any Class delivered by the 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 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 respective Commitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Additional Term Loan Commitments shall terminate at 5:00 p.m. (New York City time) on the Restatement Effective Date if the Company fails to meet the conditions precedent in Section 4.01 and in Section 4 of the Amendment and Restatement Agreement by such time or, if earlier, immediately after they are fully funded and (ii) all other Commitments shall terminate on the Maturity Date. (b) The Company Borrower may at any time terminatetime, without (subject to Section 2.16) premium or penalty, terminate the Commitments upon (i) the payment in full of all outstanding Loans, together with accrued and unpaid interest thereon and on any Letters of Credit, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or at the discretion of the Administrative Agent a backup standby letter of credit satisfactory to the Administrative Agent and the applicable Issuing Bank) in an amount equal to 105% of the LC Exposure as of such date), (iii) the payment in full of the accrued and unpaid fees, and (iv) the payment in full of all reimbursable expenses and other Obligations together with accrued and unpaid interest thereon. (c) The Borrower may from time to time reducetime, without (subject to Section 2.16) premium or penalty, reduce the Commitments of any ClassCommitments; provided provided, that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 1 million and not less than $5,000,0005 million, and (ii) the Company Borrower shall not terminate or reduce the Dollar Tranche Commitments if, after giving effect to any concurrent prepayment of the Dollar Tranche Revolving Loans in accordance with Section 2.112.10, the Dollar Amount of the sum of the total Dollar Tranche Revolving Aggregate Credit Exposures Exposure would exceed the aggregate Dollar Tranche Commitments and (iii) the Company shall not terminate or reduce the Multicurrency Tranche Commitments if, after giving effect to any concurrent prepayment of the Multicurrency Tranche Revolving Loans in accordance with Section 2.11, the Dollar Amount of the sum of the total Multicurrency Tranche Revolving Credit Exposures would exceed the aggregate Multicurrency Tranche Commitmentsall Lenders. (cd) The Company Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments of any Class under paragraph clause (b) or (c) of this Section 2.09 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 Company Borrower pursuant to this Section 2.09 shall be irrevocable; provided provided, that a notice of termination of the Commitments of any Class delivered by the Company Borrower may state that such notice is conditioned upon the effectiveness of other credit facilitiesfacilities or events, in which case such notice may be revoked by the Company Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the applicable Lenders in accordance with their respective Commitments of such ClassCommitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Additional Term Loan Commitments shall terminate at 5:00 3:00 p.m. (New York City time) on the Restatement Effective Date if the Company fails to meet the conditions precedent in Section 4.01 and in Section 4 of the Amendment and Restatement Agreement by such time or, if earlier, immediately after they are fully funded and (ii) all other Commitments shall terminate on the Maturity Date. (b) The Company may at any time terminate, or from time to time reduce, the Revolving Commitments of any Class; provided that (i) each reduction of the Revolving Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000, (ii) the Company shall not terminate or reduce the Multicurrency Tranche Commitments if, after giving effect to any concurrent prepayment of the Multicurrency Tranche Revolving Loans in accordance with Section 2.11, the Dollar Amount of the sum of the total Multicurrency Tranche Revolving Credit Exposures would exceed the aggregate Multicurrency Tranche Commitments, (iii) the Company shall not terminate or reduce the Dollar Tranche Commitments if, after giving effect to any concurrent prepayment of the Dollar Tranche Revolving Loans in accordance with Section 2.11, the Dollar Amount of the sum of the total Dollar Tranche Revolving Credit Exposures would exceed the aggregate Dollar Tranche Commitments and (iiiiv) the Company shall not terminate or reduce the Multicurrency Tranche Revolving Commitments if, after giving effect to any concurrent prepayment of the Multicurrency Tranche Revolving Loans in accordance with Section 2.11, the Dollar Amount of the sum of the total Multicurrency Tranche Total Revolving Credit Exposures would exceed the aggregate Multicurrency Tranche Revolving Commitments. (c) The Company shall notify the Administrative Agent of any election to terminate or reduce the Revolving 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 relevant Lenders of the contents thereof. Each notice delivered by the Company pursuant to this Section shall be irrevocable; provided that a notice of termination of the Revolving Commitments of any Class delivered by the 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 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 Revolving Commitments of any Class shall be permanent. Each reduction of the Revolving Commitments of any Class shall be made ratably among the applicable Lenders in accordance with their respective Revolving Commitments of such any Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Additional Term Loan Commitments shall terminate at 5:00 p.m. (New York City time) on the Restatement Effective Date if the Company fails to meet the conditions precedent Except as otherwise provided in Section 4.01 2.19, the Revolving Commitments, the Swingline Commitment, and in Section 4 of the Amendment and Restatement Agreement by such time or, if earlier, immediately after they are fully funded and (ii) all other Commitments LC Commitment shall automatically terminate on the Maturity Date. (b) The Company may at any time terminate, or from time to time reduce, the Commitments of under any ClassSubfacility; provided that (i) each any such reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000the Borrowing Multiple, (ii) the Company Commitments under any Subfacility shall not terminate be terminated or reduce the Dollar Tranche Commitments reduced if, after giving effect to any concurrent prepayment of the Dollar Tranche Revolving Loans under such Subfacility in accordance with Section 2.112.09, the Dollar Amount of the sum of the total Dollar Tranche Revolving Credit Exposures under such Subfacility would exceed the aggregate Dollar Tranche Commitments under such Subfacility and (iii) the Company North American Minimum Requirement shall not terminate or reduce the Multicurrency Tranche Commitments if, after giving effect to any concurrent prepayment of the Multicurrency Tranche Revolving Loans in accordance with Section 2.11, the Dollar Amount of the sum of the total Multicurrency Tranche Revolving Credit Exposures would exceed the aggregate Multicurrency Tranche Commitmentsbe met. (c) In the event that the Dutch Parent Borrower consolidates, amalgamates, merges with or into or winds up into, or sells, assigns, transfers, leases, conveys or otherwise disposes of all or substantially all of its properties or assets, in one or more related transactions, to any Person other than in accordance with clauses (i) through (v) of Section 9.11(b) (such transactions, the “Dutch Parent Borrower Disposition”), all of the Revolving Commitments under the Dutch Subfacility shall be terminated. (d) The Company shall notify the Administrative Agent of any election to terminate or reduce the Commitments of any Class of Commitments under any Subfacility under paragraph (b) or (c) of this Section 2.07 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; it being understood that in the case of a Dutch Parent Borrower Disposition, the effective date of the termination of Revolving Commitments under the Dutch Subfacility shall be on or prior to the date the Dutch Parent Borrower Disposition is consummated. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Company pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments of any Class delivered by the 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 Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any effectuated termination or reduction of the Commitments of any Class shall be permanent. Each termination or reduction of the Commitments shall be made among the Lenders based on each Lender’s Pro Rata Percentage under the applicable Subfacility or Subfacilities within any Class of the Commitments; provided that, notwithstanding the foregoing, (1) the Company may allocate any termination or reduction of Commitments among Classes of Commitments at its direction, (2) the Company may allocate any termination or reduction of Commitments among Revolving Commitments and Extended Revolving Commitments at its direction (including, for the avoidance of doubt, to the Commitments with respect of any Class of Extended Revolving Commitments without any termination or reduction of the remaining Commitments with respect to the Existing Revolving Loan Commitments from which such Extended Revolving Commitments were converted or extended) and (3) in connection with the establishment on any date of any Extended Revolving Commitments pursuant to Section 2.19, the Existing Revolving Loan Commitments of any one or more Lenders providing any such Extended Revolving Commitments on such date shall be made ratably among reduced in an amount equal to the amount of Existing Revolving Loan Commitments so extended on such date (or, if agreed by the Company and the Lenders providing such Extended Revolving Commitments, by any greater amount so long as (A) a proportionate reduction of the Existing Revolving Loan Commitments has been offered to each Lender to whom the applicable Extension Request has been made (which may be conditioned upon such Lender becoming an Extending Lender), and (B) the Company prepays the Existing Revolving Loans of such Class of Existing Revolving Loan Commitments owed to such Lenders providing such Extended Revolving Commitments to the extent necessary to ensure that, after giving pro forma effect to such repayment or reduction, the Existing Revolving Loans of such Class are held by the Lenders of such Class on a pro rata basis in accordance with their respective Existing Revolving Loan Commitments of such ClassClass after giving pro forma effect to such reduction) (provided that (x) after giving pro forma effect to any such reduction and to the repayment of any Loans made on such date, the aggregate amount of the revolving credit exposure of any such Lender does not exceed the Existing Revolving Loan Commitment thereof (such revolving credit exposure and Existing Revolving Loan Commitment being determined in each case, for the avoidance of doubt, exclusive of such Lender’s Extended Revolving Commitment and any exposure in respect thereof) and (y) for the avoidance of doubt, any such repayment of Loans contemplated by the preceding clause shall be made in compliance with the requirements of Section 2.10(a) with respect to the ratable allocation of payments hereunder, with such allocation being determined after giving pro forma effect to any conversion or exchange pursuant to Section 2.19 of Existing Revolving Loan Commitments and Existing Revolving Loans into Extended Revolving Commitments and Extended Revolving Loans respectively, and prior to any reduction being made to the Commitment of any other Lender).

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Additional Tranche A Term Loan Commitments and Tranche B Term Commitments shall automatically terminate at 5:00 p.m. (p.m., New York City time) , on the Restatement Effective Date if the Company fails to meet the conditions precedent in Section 4.01 and in Section 4 of the Amendment and Restatement Agreement by such time orDate, if earlier, immediately after they are fully funded and (ii) all other the Revolving Commitments shall automatically terminate on the Revolving Maturity Date (or, if the Borrower has not delivered a Borrowing Request for a Borrowing under the Tranche A Term Commitments and the Tranche B Term Commitments on the Effective Date, at 5:00 p.m., New York City time, on the Effective Date). (b) The Company Borrower may at any time terminate, or from time to time permanently reduce, the Commitments of any Class; provided that (i) each partial reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000, 5,000,000 and (ii) the Company Borrower shall not terminate or reduce the Dollar Tranche Revolving Commitments of any Class if, after giving effect to any concurrent prepayment of the Dollar Tranche Revolving Loans or the Swingline Loans in accordance with Section 2.11, the Dollar Amount Aggregate Revolving Exposure of the sum of the total Dollar Tranche Revolving Credit Exposures such Class would exceed the aggregate Dollar Tranche Commitments and (iii) the Company shall not terminate or reduce the Multicurrency Tranche Commitments if, after giving effect to any concurrent prepayment Aggregate Revolving Commitment of the Multicurrency Tranche Revolving Loans in accordance with Section 2.11, the Dollar Amount of the sum of the total Multicurrency Tranche Revolving Credit Exposures would exceed the aggregate Multicurrency Tranche Commitmentssuch Class. (c) The Company 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 such notice, the Administrative Agent shall advise the Lenders of the applicable Class of the contents thereof. Each notice delivered by the Company Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination or reduction of the Revolving Commitments of any Class delivered by the Company 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 Company Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the applicable Lenders in accordance with their respective Commitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Additional Term Loan Commitments shall terminate at 5:00 p.m. (New York City time) on have all been terminated prior to the Restatement Amendment No. 3 Effective Date if the Company fails to meet the conditions precedent in Section 4.01 and in Section 4 of the Amendment and Restatement Agreement by such time or, if earlier, immediately after they are fully funded and (ii) all other Commitments shall terminate on the Maturity Date. (b) The Company may at any time terminate, or from time to time reduce, the Revolving Commitments of any Class; provided that (i) each reduction of the Revolving Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000, (ii) the Company shall not terminate or reduce the Multicurrency Tranche Commitments if, after giving effect to any concurrent prepayment of the Multicurrency Tranche Revolving Loans in accordance with Section 2.11, (A) any Lender’s Multicurrency Tranche Revolving Credit Exposure would exceed its Multicurrency Tranche Commitment or (B) the Dollar Amount of the sum of the total Multicurrency Tranche Revolving Credit Exposures would exceed the aggregate Multicurrency Tranche Commitments, (iii) the Company shall not terminate or reduce the Dollar Tranche Commitments if, after giving effect to any concurrent prepayment of the Dollar Tranche Revolving Loans in accordance with Section 2.11, (A) any Lender’s Dollar Tranche Revolving Credit Exposure would exceed its Dollar Tranche Commitment or (B) the Dollar Amount of the sum of the total Dollar Tranche Revolving Credit Exposures would exceed the aggregate Dollar Tranche Commitments and (iiiiv) the Company shall not terminate or reduce the Multicurrency Tranche Revolving Commitments if, after giving effect to any concurrent prepayment of the Multicurrency Tranche Revolving Loans in accordance with Section 2.11, (A) any Lender’s Revolving Credit Exposure would exceed its Revolving Commitment or (B) the Dollar Amount of the sum of the total Multicurrency Tranche Total Revolving Credit Exposures Exposure would exceed the aggregate Multicurrency Tranche Revolving Commitments. (c) The Company shall notify the Administrative Agent of any election to terminate or reduce the Revolving 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 relevant Lenders of the contents thereof. Each notice delivered by the Company pursuant to this Section shall be irrevocable; provided that a notice of termination of the Revolving Commitments of any Class delivered by the 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 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 Revolving Commitments of any Class shall be permanent. Each reduction of the Revolving Commitments of any Class shall be made ratably among the applicable Lenders in accordance with their respective Revolving Commitments of such any Class. (d) In addition, the Revolving Commitments shall be automatically and permanently reduced as provided in Section 2.11(e).

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Additional Term Loan Commitments Revolving Commitment of each Revolving Lender shall automatically and permanently terminate at 5:00 p.m. (New York City time) on the Restatement Effective relevant Maturity Date if the Company fails to meet the conditions precedent in Section 4.01 and in Section 4 of the Amendment and Restatement Agreement by such time or, if earlier, immediately after they are fully funded and (ii) all the Initial Term Loan Commitments (other than any Initial Term Loan Commitments that constitute Incremental Term Loan Commitments) of each Initial Term Lender shall automatically and permanently terminate on the Maturity DateEffective Date (after giving effect to the incurrence of such Term Loans on such date). (b) The Company Borrower may at any time terminate, or from time to time reduce, the Commitments of any Class; provided that (i) each reduction of the such Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 5,000,000 and not less than $5,000,000, 10,000,000 and (ii) the Company Borrower shall not terminate or reduce the Dollar Tranche any Revolving Commitments if, after giving effect to any concurrent prepayment of the Dollar Tranche Revolving Loans of such Class in accordance with Section 2.11, the Dollar Amount of the sum of the total Dollar Tranche Revolving Credit Exposures in respect of such Class would exceed the aggregate Dollar Tranche Revolving Commitments and (iii) the Company shall not terminate or reduce the Multicurrency Tranche Commitments if, after giving effect to any concurrent prepayment of the Multicurrency Tranche Revolving Loans in accordance with Section 2.11, the Dollar Amount of the sum of the total Multicurrency Tranche Revolving Credit Exposures would exceed the aggregate Multicurrency Tranche Commitmentssuch Class. (c) The Company Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments of any Class under paragraph (b) of this Section 2.09 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 Company Borrower pursuant to this Section 2.09 shall be irrevocable; provided that a notice of termination of the Commitments of any Class delivered by the Company Borrower may state that such notice is conditioned upon the effectiveness of other credit facilitiesfacilities or one or more other events specified therein, in which case such notice may be revoked by the Company each applicable Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the applicable Lenders in accordance with their respective Commitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Additional Term Loan Commitments shall terminate at 5:00 p.m. (New York City time) on the Restatement Effective Date if the Company fails to meet the conditions precedent in Section 4.01 and in Section 4 of the Amendment and Restatement Agreement by such time or, if earlier, immediately after they are fully funded and (ii) all other Commitments shall terminate on the Maturity Date. (b) The Company Borrower may at any time terminate, or from time to time reduce, the Commitments of any Class; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,00010,000,000, (ii) the Company Borrower shall not terminate or reduce the Dollar Tranche Commitments ifif and to the extent that, after giving effect to any concurrent prepayment of the Dollar Tranche Revolving Loans in accordance with Section 2.11, the Dollar Amount of the sum of the total Dollar Tranche Revolving Credit Exposures would exceed the aggregate Dollar Tranche Commitments and (iii) the Company Borrower shall not terminate or reduce the Multicurrency Tranche Commitments ifif and to the extent that, after giving effect to any concurrent prepayment of the Multicurrency Tranche Revolving Loans in accordance with Section 2.11, the Dollar Amount of the sum of the total Multicurrency Tranche Revolving Credit Exposures would exceed the aggregate Multicurrency Tranche Commitments. (c) The Company 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 contents thereof. Each notice delivered by the Company Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments of any Class delivered by the Company Borrower may state that such notice is conditioned upon the effectiveness of other credit facilitiesfacilities or other transactions or events specified therein, in which case such notice may be revoked by the Company Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the applicable Lenders in accordance with their respective Commitments of such any Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Additional Initial Term Loan Commitments shall terminate at upon the making of the Initial Term Loans on the Effective Date, (ii) the 2020 Incremental Term Commitments shall terminate upon the earlier to occur of (x) the making of the 2020 Incremental Term Loans and (y) 5:00 p.m. (New York City time) time on the Restatement Effective Date if the Company fails to meet the conditions precedent in Section 4.01 and in Section 4 of the Amendment and Restatement Agreement by such time orMarch 25, if earlier, immediately after they are fully funded 2020 and (iiiii) all other the Revolving Commitments shall terminate on the Revolving Maturity Date. (b) The Company Borrower may at any time terminate, or from time to time reduce, the Commitments of any Class; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 500,000 and not less than $5,000,000, 1,000,000 and (ii) the Company Borrower shall not terminate or reduce the Dollar Tranche Revolving Commitments if, after giving effect to any concurrent prepayment of the Dollar Tranche Revolving Loans or Swingline Loans in accordance with Section 2.11, the Dollar Amount of the sum of the total Dollar Tranche aggregate Revolving Credit Exposures would exceed the aggregate Dollar Tranche Commitments and (iii) the Company shall not terminate or reduce the Multicurrency Tranche Commitments if, after giving effect to any concurrent prepayment of the Multicurrency Tranche Revolving Loans in accordance with Section 2.11, the Dollar Amount of the sum of the total Multicurrency Tranche Revolving Credit Exposures would exceed the aggregate Multicurrency Tranche Commitments. (c) The Company Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments of any Class under paragraph (b) of this Section by 2:00 p.m. New York City time 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 Company . (d) Any termination or reduction pursuant to this Section 2.08 shall be irrevocable; provided that a notice of termination of apply proportionately and permanently to reduce the Commitments of each of the Lenders within such Class; provided (1) the Borrower may allocate any termination or reduction of Commitments among Classes of Commitments at its direction (including, for the avoidance of doubt, to the Commitments with respect to any Class delivered by the 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 Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any Extended Revolving Commitments without any termination or reduction of the Commitments with respect to any Existing Revolving Commitments of the same Specified Existing Revolving Commitment Class) and (2) in connection with the establishment on any date of any Class Extended Revolving Commitments pursuant to Section 2.24, the Existing Revolving Commitments of any one or more Lenders providing any such Extended Revolving Commitments on such date shall be permanent. Each reduced in an amount equal to the amount of Specified Existing Revolving Commitments so extended on such date (or, if agreed by the Borrower and the Lenders providing such Extended Revolving Commitments, by any greater amount so long as (a) a proportionate reduction of the Specified Existing Revolving Commitments of any Class shall be made ratably among has been offered to each Lender to whom the applicable Revolving Credit Extension Request has been made (which may be conditioned upon such Lender becoming an Extending Lender), and (b) the Borrower prepay the Existing Revolving Loans of such Class owed to such Lenders providing such Extended Revolving Commitments to the extent necessary to ensure that, after giving pro forma effect to such repayment or reduction, the Existing Revolving Loans of such Class are held by the Lenders of such Class on a pro rata basis in accordance with their respective Existing Revolving Commitments of such ClassClass after giving pro forma effect to such reduction) (provided that (x) after giving pro forma effect to any such reduction and to the repayment of any Loans made on such date, the aggregate amount of the revolving credit exposure of any such Lender does not exceed the Existing Revolving Commitment thereof (such revolving credit exposure and Revolving Credit Commitment being determined in each case, for the avoidance of doubt, exclusive of such Lender’s Extended Revolving Commitment and any exposure in respect thereof) and (y) for the avoidance of doubt, any such repayment of Loans contemplated by the preceding clause shall be made in compliance with the requirements of Section 2.18 with respect to the ratable allocation of payments hereunder, with such allocation being determined after giving pro forma effect to any conversion or exchange pursuant to Section 2.24 of Existing Revolving Commitments and Existing Revolving Loans into Extended Revolving Commitments and Extended Revolving Loans respectively, and prior to any reduction being made to the Commitment of any other Lender). (e) With respect to each mandatory reduction and termination of Revolving Commitments or Replacement Revolving Credit Commitments (and any previously extended Extended Revolving Commitments) required in connection with the incurrence of any Incremental Refinancing Facility or the incurrence of any Credit Agreement Refinancing Indebtedness incurred to Refinance any Revolving Commitments, Replacement Revolving Commitments and/or Other Revolving Commitments, the Borrower may designate (A) the Classes of Commitments to be reduced and terminated and (B) the corresponding Classes of Loans to be prepaid; provided that (x) any such reduction and termination shall apply proportionately and permanently to reduce the Commitments of each of the Lenders within any such Class and (y) after giving pro forma effect to such termination or reduction and to any prepayments of Loans or cancellation or cash collateralization of Letters of Credit made on the date of each such reduction and termination in accordance with this Agreement, the aggregate amount of such Lenders’ credit exposures shall not exceed the remaining Commitments of such Lenders’ in respect of the Class reduced and terminated. In connection with any such termination or reduction, to the extent necessary, the participations hereunder in outstanding Letters of Credit and Swingline Loans may be required to be reallocated and related loans outstanding prepaid and then reborrowed.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Additional Term Loan Commitments shall terminate at 5:00 p.m. (New York City time) on the Restatement Effective Date if the Company fails to meet the conditions precedent in Section 4.01 and in Section 4 of the Amendment and Restatement Agreement by such time or, if earlier, immediately after they are fully funded and (ii) all other Commitments shall terminate on the Maturity Date. (b) The Company Borrowers may at any time terminate, or from time to time reduce, the Commitments of any ClassDollar Tranche Commitments; provided that (i) each reduction of the Dollar Tranche Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000, 5,000,000 and (ii) the Company Borrowers shall not terminate or reduce the Dollar Tranche Commitments if, after giving effect to any concurrent prepayment of the Dollar Tranche Revolving Loans in accordance with Section 2.11, the Dollar Amount of the sum of (A) the total Dollar Tranche Revolving Credit Exposures would exceed the aggregate total Dollar Tranche Commitments or (B) the Revolving Credit Exposures would exceed the total Commitments. (c) The Borrowers may at any time terminate, or from time to time reduce, the Multicurrency Tranche Commitments; provided that (i) each reduction of the Multicurrency Tranche Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000 and (iiiii) the Company Borrowers shall not terminate or reduce the Multicurrency Tranche Commitments if, after giving effect to any concurrent prepayment of the Multicurrency Tranche Revolving Loans in accordance with Section 2.11, the Dollar Amount of the sum of (A) the total Multicurrency Tranche Revolving Credit Exposures would exceed the aggregate total Multicurrency Tranche Commitments or (B) the Revolving Credit Exposures would exceed the total Commitments. (cd) The Company Borrower Representative shall notify the Administrative Agent of any election to terminate or reduce the Commitments of any Class 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 applicable Lenders of the contents thereof. Each notice delivered by the Company Borrower Representative pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments of any Class delivered by the Company 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 Company Borrower Representative (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of (i) the Dollar Tranche Commitments of any Class shall be made ratably among the applicable Dollar Tranche Lenders and (ii) the Multicurrency Tranche Commitments shall be made ratably among the Multicurrency Tranche Lenders, in each case accordance with their respective Commitments. Notwithstanding anything to the contrary in Section 2.09(b), (c) or (d), the Borrowers shall not be permitted to (i) voluntarily reduce or terminate the Dollar Tranche Commitments of such Classunless they contemporaneously reduce by a like percentage or terminate, as applicable, the Multicurrency Tranche Commitments or (ii) voluntarily reduce or terminate the Multicurrency Tranche Commitments unless they contemporaneously reduce by a like percentage or terminate, as applicable, the Dollar Tranche Commitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Additional Term Loan Commitments shall terminate at 5:00 p.m. (p.m., New York City time) , on the Restatement Effective Date if the Company fails to meet the conditions precedent in Section 4.01 and in Section 4 of the Amendment and Restatement Agreement by such time or, if earlier, immediately after they are fully funded and (ii) all other both the US Revolving Loan Commitments and the Global Revolving Loan Commitments shall terminate on the Revolving Loan Maturity Date. (b) The Company Borrowers may at any time terminate, without payment of any premium or penalty, or from time to time reduce, the Commitments of any ClassTranche; provided that (i) each reduction of the Commitments of any Class Tranche shall be in an amount that is an integral multiple of $1,000,000 500,000 and not less than $5,000,0001,000,000, (ii) the Company Borrowers shall not terminate or reduce the Dollar Tranche US Revolving Loan Commitments if, after giving effect to any concurrent prepayment of the Dollar Tranche US Revolving Loans in accordance with Section 2.112.12, the Dollar Amount of the sum of the total Dollar Tranche US Revolving Credit Exposures would exceed the aggregate Dollar Tranche Commitments US Total Revolving Loan Commitment and (iii) the Company Borrowers shall not terminate or reduce the Multicurrency Tranche Global Revolving Loan Commitments if, after giving effect to any concurrent prepayment of the Multicurrency Tranche Global Revolving Loans in accordance with Section 2.112.12, the Dollar Amount of the sum of the total Multicurrency Tranche Global Revolving Credit Exposures would exceed the aggregate Multicurrency Tranche Global Total Revolving Loan Commitments. (c) The Company applicable Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments of any Class under paragraph (b) of this Section 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 Company a Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the US Revolving Loan Commitments of any Class or the Global Revolving Loan Commitments delivered by the Company 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 Company 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 Tranche shall be permanent. Each reduction of the Commitments of any Class Tranche shall be made ratably among the applicable Lenders in accordance with their respective Commitments of under such ClassTranche.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Additional US Tranche Term Loan Commitments shall terminate at 5:00 p.m. (3:00 p.m., New York City time) , on the Restatement Effective Date if the Company fails to meet the conditions precedent in Section 4.01 and in Section 4 of the Amendment and Restatement Agreement by such time or, if earlier, immediately after they are fully funded and (ii) all other the Revolving Commitments shall terminate on the Maturity Date. (b) The Company may at any time terminate, or from time to time reduce, the Revolving Commitments of any ClassTranche; provided that (i) each reduction of the Revolving Commitments of any Class Tranche shall be in an amount that is an integral multiple of $1,000,000 the Borrowing Multiple for a Eurocurrency Revolving Borrowing denominated in US Dollars and not less than $5,000,000the Borrowing Minimum for a Eurocurrency Revolving Borrowing denominated in US Dollars, (ii) the Company shall not terminate or reduce the Dollar US Tranche Revolving Commitments if, after giving effect to any concurrent prepayment of the US Tranche Revolving Loans in accordance with Section 2.12, the aggregate US Tranche Revolving Exposures would exceed the aggregate US Tranche Revolving Commitments, (iii) the Company shall not terminate or reduce the Canadian Tranche Commitments if, after giving effect to any concurrent prepayment of the Dollar Canadian Tranche Revolving Loans in accordance with Section 2.112.12, the Dollar Amount of the sum of the total Dollar aggregate Canadian Tranche Revolving Credit Exposures would exceed the aggregate Dollar Canadian Tranche Commitments Commitments, and (iiiiv) the Company shall not terminate or reduce the Multicurrency UK Tranche Commitments if, after giving effect to any concurrent prepayment of the Multicurrency UK Tranche Revolving Loans in accordance with Section 2.112.12, the Dollar Amount of the sum of the total Multicurrency aggregate UK Tranche Revolving Credit Exposures would exceed the aggregate Multicurrency UK Tranche Commitments. (c) The Company shall notify the Administrative Agent of any election to terminate or reduce the Revolving 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 Company pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments of any Class delivered by the 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 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 respective Commitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Additional Term Loan Commitments shall terminate at 5:00 p.m. (New York City time) on the Restatement Effective Date if the Company fails to meet the conditions precedent in Section 4.01 and in Section 4 of the Amendment and Restatement Agreement by such time or, if earlier, immediately after they are fully funded and (ii) all other Commitments shall terminate on the Maturity Date. (b) The Company may at any time terminate, or from time to time reduce, the Commitments of any ClassTranche; provided that (i) each reduction of the Commitments of any Class Tranche shall be in an amount that is an integral multiple of $1,000,000 the Borrowing Multiple for a Eurocurrency Revolving Borrowing denominated in US Dollars and not less than $5,000,000the Borrowing Minimum for a Eurocurrency Revolving Borrowing denominated in US Dollars, (ii) the Company shall not terminate or reduce the Dollar US Tranche Commitments if, after giving effect to any concurrent prepayment of the Dollar US Tranche Revolving Loans in accordance with Section 2.112.12, the Dollar Amount of the sum of the total Dollar aggregate US Tranche Revolving Credit Exposures would exceed the aggregate Dollar US Tranche Commitments and Commitments, (iii) the Company shall not terminate or reduce the Multicurrency Canadian Tranche Commitments if, after giving effect to any concurrent prepayment of the Multicurrency Canadian Tranche Revolving Loans in accordance with Section 2.112.12, the Dollar Amount of the sum of the total Multicurrency aggregate Canadian Tranche Revolving Credit Exposures would exceed the aggregate Multicurrency Canadian Tranche Commitments, and (iv) the Company shall not terminate or reduce the UK Tranche Commitments if, after giving effect to any concurrent prepayment of the UK Tranche Revolving Loans in accordance with Section 2.12, the aggregate UK Tranche Exposures would exceed the aggregate UK Tranche Commitments. (c) The 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 Company pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments of any Class delivered by the 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 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 respective Commitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Additional U.S. Term Loan Commitments shall terminate at 5:00 3:00 p.m. (New York City time) on the Restatement Effective Date if the Company fails to meet the conditions precedent in Section 4.01 and in Section 4 of the Amendment and Restatement Agreement by such time March 31, 2012 or, if earlier, immediately after they are fully funded and (ii) all other Commitments shall terminate on the Maturity Date. (b) The Company may at any time terminate, or from time to time reduce, the Commitments of any Class; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000, (ii) the Company shall not terminate or reduce the Dollar Tranche Commitments if, after giving effect to any concurrent prepayment of the Dollar Tranche Revolving Loans in accordance with Section 2.11, the Dollar Amount of the sum of the total Dollar Tranche Revolving Credit Exposures would exceed the aggregate Dollar Tranche Commitments and (iii) the Company shall not terminate or reduce the Multicurrency Tranche Commitments if, after giving effect to any concurrent prepayment of the Multicurrency Tranche Revolving Loans in accordance with Section 2.11, the Dollar Amount of the sum of the total Multicurrency Tranche Revolving Credit Exposures would exceed the aggregate Multicurrency Tranche Commitments. (c) The 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 thereof. Each notice delivered by the Company pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments of any Class delivered by the 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 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 respective Commitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Additional Term Loan B Commitments shall terminate at 5:00 p.m. (p.m., New York City time) , on the Restatement Effective Date if Date, (ii) the Company fails to meet the conditions precedent in Section 4.01 and in Section 4 portion of the Amendment and Restatement Agreement by Term A Commitments that is used to make a new Term A Borrowing shall terminate upon the making of such time orTerm A Borrowing, if earlier, immediately after they are fully funded and (iiiii) all other Commitments shall terminate on the Maturity Termination Date. (b) The Company Borrower may at any time terminate, or from time to time reduce, after the Commitments first anniversary of any Class; provided that the Effective Date terminate the Term A Facility upon (i) each reduction the payment in full of the Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 all outstanding Term A Loans, together with accrued and not less than $5,000,000unpaid interest thereon, (ii) the Company shall not terminate or reduce the Dollar Tranche Commitments if, after giving effect to any concurrent prepayment payment in full of the Dollar Tranche Revolving Loans accrued and unpaid fees in accordance with Section 2.11, the Dollar Amount respect of the sum of the total Dollar Tranche Revolving Credit Exposures would exceed the aggregate Dollar Tranche Commitments and Term A Facility, including applicable Prepayment Fee (if any), (iii) the Company shall not terminate or reduce the Multicurrency Tranche Commitments if, after giving effect to any concurrent prepayment payment in full of all reimbursable expenses and other Obligations in respect of the Multicurrency Tranche Revolving Loans in accordance Term A Facility to the extent then due and owing, together with Section 2.11, accrued and unpaid interest thereon and (iv) the Dollar Amount termination of the sum of the total Multicurrency Tranche Revolving Credit Exposures would exceed the aggregate Multicurrency Tranche any unused Term A Commitments. (c) The Company Borrower may from time to time after the first anniversary of the Effective Date reduce the unused Term A Commitments, upon the payment in full of the accrued and unpaid fees associated with the unused Term A Commitments being so reduced, including the applicable Prepayment Fee (if any). (d) The Borrower shall notify the Administrative Agent in writing of any election to terminate the Term A Facility or reduce the Term A Commitments of any Class under paragraph (b) or (c) of this Section at least three (3) 15 Business Days Days, in the case of a termination, and at least five Business Days, in the case of a reduction, prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Company Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments of any Class Facility delivered by the Company Borrower may state that such notice is conditioned upon the effectiveness of other credit facilitiesfacilities or the occurrence of other refinancings, in which case such notice may be revoked by the Company Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination of the Facilities or reduction of the Term A Commitments of any Class shall be permanent. Each reduction of the Term A Commitments of any Class shall be made ratably among the applicable Term A Lenders in accordance with their respective Commitments of such ClassTerm A Commitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Additional Term Loan Revolving Facility Commitments shall terminate at 5:00 p.m. (New York City time) on the Restatement Effective Date if the Company fails to meet the conditions precedent in Section 4.01 and in Section 4 of the Amendment and Restatement Agreement by such time or, if earlier, immediately after they are fully funded and (ii) all other Commitments each Class shall terminate on the applicable Revolving Facility Maturity DateDate for such Class. On the Closing Date (after giving effect to the funding of the Initial Term B Loans to be made on such date), the Initial Term B Loan Commitments of each Lender as of the Closing Date will terminate. On the First Incremental Effective Date (after giving effect to the funding of the Term B-1 Loans to be made on such date), the Term B-1 Loan Commitments of each Lender as of the First Incremental Effective Date will terminate. (b) The Company Borrower may at any time terminate, or from time to time reduce, the Revolving Facility Commitments of any Class; provided provided, that (i) each reduction of the Revolving Facility Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 500,000 and not less than $5,000,0001,000,000 (or, if less, the remaining amount of the Revolving Facility Commitments of such Class) and (ii) the Company Borrower shall not terminate or reduce the Dollar Tranche Revolving Facility Commitments of any Class if, after giving effect to any concurrent prepayment of the Dollar Tranche Revolving Facility Loans in accordance with Section 2.11, the Dollar Amount 2.11 and any Cash Collateralization of the sum Letters of the total Dollar Tranche Revolving Credit Exposures would exceed the aggregate Dollar Tranche Commitments and (iii) the Company shall not terminate or reduce the Multicurrency Tranche Commitments if, after giving effect to any concurrent prepayment of the Multicurrency Tranche Revolving Loans in accordance with Section 2.112.05(j) or (k), the Dollar Amount Revolving Facility Credit Exposure of the sum such Class (excluding any Cash Collateralized Letter of the total Multicurrency Tranche Revolving Credit Exposures Credit) would exceed the aggregate Multicurrency Tranche Commitmentstotal Revolving Facility Commitments of such Class. (c) The Company Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Facility Commitments of any Class under paragraph (b) of this Section 2.08 at least 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 Company Borrower pursuant to this Section 2.08 shall be irrevocable; provided provided, that a notice of termination or reduction of the Revolving Facility Commitments of any Class delivered by the Company 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 Company Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the applicable Lenders in accordance with their respective Commitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Additional Term Loan Commitments shall terminate at 5:00 p.m. (New York City time) on the Restatement Effective Date if the Company fails to meet the conditions precedent in Section 4.01 and in Section 4 of the Amendment and Restatement Agreement by such time or, if earlier, immediately after they are fully funded and (ii) all other Commitments shall terminate on the Revolving Credit Maturity Date. (b) The Company Borrower may at any time terminateterminate the Commitments upon (i) the payment in full of all outstanding Loans, together with accrued and unpaid interest thereon and on any Letters of Credit, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of cash collateral for Letters of Credit as provided for in Section 1.6(j)), (iii) the payment in full of the accrued and unpaid fees, and (iv) the payment in full of all reimbursable expenses and other Obligations together with accrued and unpaid interest thereon. (c) The Borrower may from time to time reducereduce the Revolving Loan Commitments; provided, the Commitments of any Class; provided that (i) each reduction of the Revolving Loan Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000, 1,000,000 and (ii) the Company Borrower shall not terminate or reduce the Dollar Tranche Revolving Loan Commitments if, after giving effect to any concurrent prepayment of the Dollar Tranche Revolving Loans in accordance with Section 2.111.10 or Section (b) of this Section 1.9, the Dollar Amount of the sum of the total Dollar Tranche Revolving Aggregate Credit Exposures Exposure would exceed the aggregate Dollar Tranche lesser of (x) the Aggregate Revolving Loan Commitments and (iiiy) the Company shall not terminate or reduce the Multicurrency Tranche Commitments if, after giving effect to any concurrent prepayment of the Multicurrency Tranche Revolving Loans in accordance with Section 2.11, the Dollar Amount of the sum of the total Multicurrency Tranche Revolving Credit Exposures would exceed the aggregate Multicurrency Tranche CommitmentsBorrowing Base. (cd) The Company Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments of any Class or the Revolving Loan Commitments under paragraph paragraphs (b) or (c) of this Section 1.9 at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election election, the aggregate amount of a reduction and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Company Borrower pursuant to this Section 1.9 shall be irrevocable; provided that a notice of termination of the Commitments of any Class delivered by the 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 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 or Revolving Loan Commitments shall be permanent. Each reduction of the Revolving Loan Commitments of any Class shall be made ratably pro rata among the applicable Lenders in accordance with their respective Commitments of such ClassRevolving Loan Commitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Additional Term Loan Commitments shall terminate at 5:00 p.m. (p.m., New York City time) , on the Restatement Effective Date if the Company fails to meet the conditions precedent in Section 4.01 and in Section 4 of the Amendment and Restatement Agreement by such time or, if earlier, immediately after they are fully funded and (ii) all other the Revolving Commitments shall terminate on the Revolving Maturity Date. (b) The Company Each Borrower may at any time terminate, or from time to time reduce, the Commitments of any Class; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 500,000 and not less than $5,000,000, 1,000,000 and (ii) the Company each Borrower shall not terminate or reduce the Dollar Tranche Revolving Commitments if, after giving effect to any concurrent prepayment of the Dollar Tranche Revolving Loans or Swingline Loans in accordance with Section 2.11, the Dollar Amount of the sum of the total Dollar Tranche aggregate Revolving Credit Exposures would exceed the aggregate Dollar Tranche Commitments and (iii) the Company shall not terminate or reduce the Multicurrency Tranche Commitments if, after giving effect to any concurrent prepayment of the Multicurrency Tranche Revolving Loans in accordance with Section 2.11, the Dollar Amount of the sum of the total Multicurrency Tranche Revolving Credit Exposures would exceed the aggregate Multicurrency Tranche Commitments. (c) The Company Each Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments of any Class under paragraph (b) of 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 Company such Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Revolving Commitments of any Class delivered by the Company such 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 Company such Borrower (by notice to the Administrative Agent on or prior to the specified effective datedate of termination) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the applicable Lenders in accordance with their respective Commitments of such Class.

Termination and Reduction of Commitments. (a) Unless ----------------------------------------- previously terminated, (i) the Additional Term Loan Commitments shall terminate at 5:00 p.m. (p.m., New York City time) , on the Restatement Effective Date if the Company fails to meet the conditions precedent in Section 4.01 and in Section 4 of the Amendment and Restatement Agreement by such time or, if earlier, immediately after they are fully funded and (ii) all other the Revolving Commitments shall terminate on the Revolving Maturity Date. (b) The Company Borrower may at any time terminate, or from time to time reduce, the Commitments of any Class; provided that (i) each reduction of the -------- Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000, 5,000,000 and (ii) the Company Borrower shall not terminate or reduce the Dollar Tranche Revolving Commitments if, after giving effect to any concurrent prepayment of the Dollar Tranche Revolving Loans in accordance with Section 2.11, the Dollar Amount of the sum of the total Dollar Tranche Revolving Credit Exposures would exceed the aggregate Dollar Tranche Commitments and (iii) the Company shall not terminate or reduce the Multicurrency Tranche Commitments if, after giving effect to any concurrent prepayment of the Multicurrency Tranche total Revolving Loans in accordance with Section 2.11, the Dollar Amount of the sum of the total Multicurrency Tranche Revolving Credit Exposures would exceed the aggregate Multicurrency Tranche Commitments. (c) The Company 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 contents thereof. Each notice delivered by the Company Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Revolving Commitments of any Class delivered by -------- the Company 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 Company Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the applicable Lenders in accordance with their respective Commitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Additional Term Loan Commitments shall terminate at 5:00 p.m. (New York City time) on the Restatement Effective Date if the Company fails to meet the conditions precedent in Section 4.01 and in Section 4 of the Amendment and Restatement Agreement by such time or, if earlier, immediately after they are fully funded and (ii) all other Revolving Commitments shall terminate on the Revolving Maturity Date and (ii) the Amendment No. 3 Delayed Draw Term Commitments shall terminate on the earlier of (A) March 4, 2014 and (B) the Amendment No. 3 Delayed Draw Effective Date. (b) The Company Borrower may at any time terminate, or from time to time reduce, the Commitments of any Class; , provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 500,000 and not less than $5,000,000, 1,000,000 and (ii) the Company Borrower shall not terminate or reduce the Dollar Tranche Revolving Commitments if, after giving effect to any concurrent prepayment of the Dollar Tranche Revolving Loans or Swingline Loans in accordance with Section 2.11, the Dollar Amount of the sum of the total Dollar Tranche aggregate Revolving Credit Exposures would exceed the aggregate Dollar Tranche Commitments and (iii) the Company shall not terminate or reduce the Multicurrency Tranche Commitments if, after giving effect to any concurrent prepayment of the Multicurrency Tranche Revolving Loans in accordance with Section 2.11, the Dollar Amount of the sum of the total Multicurrency Tranche Revolving Credit Exposures would exceed the aggregate Multicurrency Tranche Commitments. (c) The Company 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 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 Company Borrower pursuant to this Section shall be irrevocable; , provided that a notice of termination of the Revolving Commitments of any Class delivered by the Company 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 Company 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 applicable Lenders in accordance with their respective Commitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Additional Term Loan Commitments provided on the Effective Date shall terminate at 5:00 p.m. (11:59 p.m., New York City time) , on the Restatement Effective Date if the Company fails to meet the conditions precedent in Section 4.01 and in Section 4 of the Amendment and Restatement Agreement by such time or, if earlier, immediately after they are fully funded and (ii) all other the Revolving Commitments shall terminate on the Revolving Maturity Date. (b) The Company Borrower may at any time terminate, or from time to time reduce, the Commitments of any Class; , provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 500,000 and not less than $5,000,000, 1,000,000 unless such amount represents all of the remaining Commitments of such Class and (ii) the Company Borrower shall not terminate or reduce the Dollar Tranche Revolving Commitments of any Class if, after giving effect to any concurrent prepayment of the Dollar Tranche Revolving Loans or Swingline Loans of any Class in accordance with Section 2.11, the Dollar Amount aggregate Revolving Exposures of the sum of the total Dollar Tranche Revolving Credit Exposures such Class would exceed the aggregate Dollar Tranche Revolving Commitments and (iii) the Company shall not terminate or reduce the Multicurrency Tranche Commitments if, after giving effect to any concurrent prepayment of the Multicurrency Tranche Revolving Loans in accordance with Section 2.11, the Dollar Amount of the sum of the total Multicurrency Tranche Revolving Credit Exposures would exceed the aggregate Multicurrency Tranche Commitmentssuch Class. (c) The Company Borrower shall notify the First Lien 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 one (31) 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 First Lien Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Company Borrower pursuant to this Section 2.08 shall be irrevocable; provided that a notice of termination of the Revolving Commitments of any Class delivered by the Company Borrower may state that such notice is conditioned upon the effectiveness of the ABL Facility, any other credit facilitiesfacilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable and specified event or condition, in which case such notice may be revoked or extended by the Company Borrower (by notice to the First Lien 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 applicable Lenders in accordance with their respective Commitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously used or terminated, (i) the Additional Term Loan Commitments shall terminate at 5:00 p.m. (New York City time) on the Restatement date that is sixty (60) days after the Effective Date if Date. (b) Unless previously terminated, the Company fails to meet the conditions precedent in Section 4.01 and in Section 4 of the Amendment and Restatement Agreement by such time or, if earlier, immediately after they are fully funded and (ii) all other Revolving Commitments shall terminate on the Maturity DateDate (except that Letters of Credit issued before that date may remain outstanding in accordance with their terms and the terms of this Agreement). (bc) The Company Lufkin may at any time terminate, or from time to time reduce, the Commitments of any either Class; provided that (i) each reduction of the Commitments of any a given Class shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000, and (ii) the Company Lufkin shall not terminate or reduce the Dollar Tranche Commitments if, after giving effect to any concurrent prepayment of the Dollar Tranche Revolving Loans in accordance with Section 2.112.11 or 2.12, the Dollar Amount of the sum of the total Dollar Tranche Revolving Credit Exposures of the applicable Class would exceed the aggregate Dollar Tranche total Commitments and (iii) the Company shall not terminate or reduce the Multicurrency Tranche Commitments if, after giving effect to any concurrent prepayment of the Multicurrency Tranche Revolving Loans in accordance with Section 2.11, the Dollar Amount of the sum of the total Multicurrency Tranche Revolving Credit Exposures would exceed the aggregate Multicurrency Tranche Commitmentsthat Class. (cd) The Company Lufkin shall notify the Administrative Agent of any election to terminate or reduce the Commitments of any Class under paragraph paragraphs (a) and (b) of this Section at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election election, the Class of Commitments to be terminated and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of Loans of the applicable Class of the contents thereof. Each notice delivered by the Company Lufkin pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments of any Class delivered by the Company Lufkin may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Company Lufkin (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 Loans of the applicable Lenders Class in accordance with their respective Commitments of such that Class. (e) The Commitments may not be reinstated after they have been terminated or (except in accordance with Section 2.01(c)) increased after they have been reduced.

Termination and Reduction of Commitments. (a) The Tranche A Term Commitment shall terminate on the Closing Date upon the borrowing of the Tranche A Term Loans. Unless previously terminated, (i) the Additional Term Loan Commitments shall terminate at 5:00 p.m. (New York City time) on the Restatement Effective Date if the Company fails to meet the conditions precedent in Section 4.01 and in Section 4 of the Amendment and Restatement Agreement by such time or, if earlier, immediately after they are fully funded and (ii) all other Revolving Commitments shall terminate on the Revolving Credit Maturity Date. The Extended Revolving Commitments shall terminate on the respective maturity dates applicable thereto. (b) The Company Borrower Agent may at any time terminate, or from time to time reduce, the Revolving Commitments of any Class; provided that (i) each reduction of the Revolving Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,00010,000,000 (or, if less, the remaining amount of such Commitments), and (ii) the Company Borrower Agent shall not terminate or reduce the Dollar Tranche Revolving Commitments if, after giving effect to any concurrent prepayment of the Dollar Tranche Revolving Loans in accordance with Section 2.112.10, the Dollar Amount aggregate Revolving Exposures (excluding, the portion of the sum Revolving Exposures attributable to outstanding Letters of Credit, if and to the total Dollar Tranche Revolving Credit Exposures extent that the applicable Borrowers have made arrangements satisfactory to the Administrative Agent and the applicable Issuing Bank with respect to such Letters of Credit, and such Issuing Bank has released the Applicable Participants from their participation obligations with respect to such Letters of Credit) would exceed the aggregate Dollar Tranche Commitments and (iii) the Company shall not terminate or reduce the Multicurrency Tranche Commitments if, after giving effect to any concurrent prepayment of the Multicurrency Tranche Revolving Loans in accordance with Section 2.11, the Dollar Amount of the sum of the total Multicurrency Tranche Revolving Credit Exposures would exceed the aggregate Multicurrency Tranche Commitments. (c) The Company Borrower Agent shall notify the Administrative Agent of any election to terminate or reduce the Revolving 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 thereof. Each notice delivered by the Company Borrower Agent pursuant to this Section 2.08 shall be irrevocable; provided that a notice of termination of the Revolving Commitments of any Class delivered by the Company Borrower Agent may state that such notice is conditioned upon the effectiveness of other credit facilitiesfacilities or instruments of Indebtedness or other transaction, in which case such notice may be revoked by the Company 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 Revolving Commitments of any Class shall be permanent. Each reduction of the Revolving Commitments of any Class shall shall, except as provided in Section 2.20, be made ratably among the applicable Lenders in accordance with their respective Revolving Commitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Additional Term Loan Commitments shall terminate at 5:00 p.m. (New York City time) on the Restatement Effective Date if the Company fails to meet the conditions precedent in Section 4.01 and in Section 4 of the Amendment and Restatement Agreement by such time or, if earlier, immediately after they are fully funded and (ii) all other Revolving Commitments shall terminate on the Maturity DateDate for the Revolving Facility. (b) Unless previously terminated, the unused Term Loan Commitments (if any) shall terminate in full on the earlier of (i) the borrowing of the Term Loans on the Term Loan Borrowing Date and (ii) at 11:59 p.m. (New York Time) on the last day of the Term Loan Availability Period. (c) The Company may at any time terminate, or from time to time reduce, the Commitments of any Classunder the Revolving Facility, Tranche A-1 Term Loan Facility or Tranche A-2 Term Loan Facility, as the case may be; 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 $5,000,000, 5,000,000 and (ii) the Company shall not terminate or reduce the Dollar Tranche Revolving Commitments if, after giving effect to any concurrent prepayment of the Dollar Tranche Revolving Loans in accordance with Section 2.11, the Dollar Amount of the sum of the total Dollar Tranche Revolving Credit Exposures would exceed the aggregate Dollar Tranche Commitments and (iii) the Company shall not terminate or reduce the Multicurrency Tranche Commitments if, after giving effect to any concurrent prepayment of the Multicurrency Tranche Aggregate Revolving Loans in accordance with Section 2.11, the Dollar Amount of the sum of the total Multicurrency Tranche Revolving Credit Exposures would exceed the aggregate Multicurrency Tranche CommitmentsCommitment. (cd) The Company shall notify the Administrative Agent of any election to terminate or reduce the Commitments of any Class 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 election, whether the Revolving Facility, Tranche A-1 Term Loan Facility or Tranche A-2 Term Loan Facility is being reduced or terminated, and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders under the Revolving Facility, Tranche A-1 Term Loan Facility or Tranche A-2 Term Loan Facility, as the case may be, of the contents thereof. Each notice delivered by the Company pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments of any Class delivered by the Company 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 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 under the Revolving Facility, Tranche A-1 Term Loan Facility or Tranche A-2 Term Loan Facility, as the case may be, in accordance with their respective Commitments under the Revolving Facility, Tranche A-1 Term Loan Facility or Tranche A-2 Term Loan Facility, as the case may be. (e) The Rolled Tranche A-2 Term Loan Commitments shall automatically terminate upon the making, conversion or continuance, as applicable, of such Classthe Rolled Tranche A-2 Term Loans on the First Amendment Effective Date.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Additional Term Loan Tranche D Commitments shall terminate at 5:00 p.m. (p.m., New York City time) , on the Restatement Effective Date if the Company fails to meet the conditions precedent in Section 4.01 and in Section 4 of the Amendment and Restatement Agreement by such time or, if earlier, immediately after they are fully funded and (ii) all other the Revolving Commitments shall terminate on the Revolving Maturity Date. (b) The Company Borrower may at any time time, without premium or penalty, terminate, or from time to time reduce, the Commitments of any Class; , provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000, 10,000,000 and (ii) the Company Borrower shall not terminate or reduce the Dollar Tranche Revolving Commitments if, after giving effect to any concurrent prepayment of the Dollar Tranche Revolving Loans in accordance with Section 2.11, the Dollar Amount of the sum of the total Dollar Tranche Revolving Credit Exposures would exceed the aggregate Dollar Tranche Commitments and (iii) the Company shall not terminate or reduce the Multicurrency Tranche Commitments if, after giving effect to any concurrent prepayment of the Multicurrency Tranche total Revolving Loans in accordance with Section 2.11, the Dollar Amount of the sum of the total Multicurrency Tranche Revolving Credit Exposures would exceed the aggregate Multicurrency Tranche Commitments. (c) The Company 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 contents thereof. Each notice delivered by the Company Borrower pursuant to this Section shall be irrevocable; , provided that a notice of termination of the Revolving Commitments of any Class delivered by the Company 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 Company Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the applicable Lenders in accordance with their respective Commitments of such Class. (d) The parties hereto acknowledge that the Tranche A Commitments, the Tranche B Commitments and the Tranche C Commitments have terminated.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Additional Term Loan Commitments shall terminate at 5:00 p.m. (New York City time) on the Restatement Effective Date if the Company fails to meet the conditions precedent in Section 4.01 and in Section 4 of the Amendment and Restatement Agreement by such time or, if earlier, immediately after they are fully funded and (ii) all other Commitments shall terminate on the Maturity Date. (b) The Upon at least three Business Days' prior irrevocable written notice to the Administrative Agent, the Company may at any time terminate, or from time to time reduce, the US Tranche Commitments, the Multicurrency Tranche Commitments of any Classor the Australian Tranche Commitments; provided that (i) each reduction of the Commitments of any such Class shall be in an amount that is an integral multiple of $US$1,000,000 and not less than $5,000,000, in a minimum amount of US$5,000,000 and (ii) the Company shall not terminate or reduce the Dollar US Tranche Commitments if, after giving effect to any concurrent prepayment of the Dollar Tranche Revolving Loans in accordance with Section 2.11this Agreement, (A) the Dollar Amount of the sum of the total Dollar aggregate US Tranche Revolving Credit Exposures would exceed the aggregate Dollar US Tranche Commitments or (B) the aggregate Revolving Exposures and Competitive Loan Exposures would exceed the aggregate Commitments, (iiiii) the Company shall not terminate or reduce the Multicurrency Tranche Commitments if, after giving effect to any concurrent prepayment of the Multicurrency Tranche Revolving Loans in accordance with Section 2.11this Agreement, (A) the Dollar Amount of the sum of the total aggregate Multicurrency Tranche Revolving Credit Exposures would exceed the aggregate Multicurrency Tranche Commitments or (B) the aggregate Revolving Exposures and Competitive Loan Exposures would exceed the aggregate Commitments and (iii) the Company shall not terminate or reduce the Australian Tranche Commitments if, after giving effect to any concurrent prepayment of Loans in accordance with this Agreement, (A) the aggregate Australian Tranche Revolving Exposures would exceed the aggregate Australian Tranche Commitments or (B) the aggregate Revolving Exposures and Competitive Loan Exposures would exceed the aggregate Commitments. (c) The Company shall notify the Administrative Agent in writing 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 noticenotice pursuant to this Section 2.07, the Administrative Agent shall advise the London Agent, the Australian Agent and the Lenders of the contents thereof. Each notice delivered by the Company pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments of any Class delivered by the 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 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 respective Commitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Additional Revolving Commitments shall terminate on the Revolving Maturity Date, (ii) the Second A&R Closing Date Delayed Draw Term Loan Commitments shall terminate and the Commitments of the Lenders thereunder shall be reduced to $0 immediately prior to the Third A&R Effective Date and (iii) the Third A&R Term Loan Commitments shall terminate at 5:00 p.m. (p.m., New York City time) , on the Restatement Third A&R Effective Date if the Company fails to meet the conditions precedent in Section 4.01 and in Section 4 of the Amendment and Restatement Agreement by such time or, if earlier, immediately after they are fully funded and (ii) all other Commitments shall terminate on the Maturity Date. (b) The Company Borrower may at any time terminate, or from time to time reduce, the Commitments of any Class; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 100,000 and not less than $5,000,000100,000, (ii) the Company Borrower shall not terminate or reduce the Dollar Tranche Revolving Commitments if, after giving effect to any concurrent prepayment of the Dollar Tranche Revolving Loans and Swingline Loans and/or cash collateralization of outstanding Letters of Credit in accordance with Section 2.11a manner reasonably satisfactory to the applicable Issuing Bank and the Revolver Agent and in a face amount equal to 105% of the outstanding amount of the applicable LC Exposure in respect thereof, the Dollar Amount of the sum of the total Dollar Tranche aggregate Revolving Credit Exposures would exceed the aggregate Dollar Tranche Commitments Revolving Commitments, and (iii) the Company shall not terminate or reduce the Multicurrency Tranche Commitments if, after giving effect to any concurrent prepayment of the Multicurrency Tranche Revolving Loans in accordance with Section 2.11such reduction, the Dollar Amount aggregate amount of all Pari Passu Debt held by the sum Unitranche Lenders, collectively, shall in no event be less than 50.1% of all Pari Passu Debt at such time without the total Multicurrency Tranche Revolving Credit Exposures would exceed the aggregate Multicurrency Tranche Commitmentsprior written consent of ULTra. (c) The Company Borrower shall notify the Administrative Applicable 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 reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Applicable Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Company Borrower pursuant to this Section 2.08 shall be irrevocable; provided that a notice of termination of the Revolving Commitments of any Class delivered by the Company 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 Company Borrower (by notice to the Administrative Agent Applicable 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 applicable Lenders in accordance with their respective Commitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Additional Term Loan Tranche B-1 Commitments shall terminate at 5:00 p.m. (p.m., New York City time) , on the Restatement Effective Date if the Company fails to meet the conditions precedent in Section 4.01 and in Section 4 of the Amendment and Restatement Agreement by such time or, if earlier, immediately after they are fully funded and (ii) all other the Revolving Commitments shall terminate on the Revolving Maturity Date. (b) The Company Borrower may at any time terminate, or from time to time reduce, the Commitments of any Class; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000, 10,000,000 and (ii) the Company Borrower shall not terminate or reduce the Dollar Tranche Revolving Commitments if, after giving effect to any concurrent prepayment of the Dollar Tranche Revolving Loans in accordance with Section 2.11, the Dollar Amount of the sum of the total Dollar Tranche Revolving Credit Exposures would exceed the aggregate Dollar Tranche Commitments and (iii) the Company shall not terminate or reduce the Multicurrency Tranche Commitments if, after giving effect to any concurrent prepayment of the Multicurrency Tranche total Revolving Loans in accordance with Section 2.11, the Dollar Amount of the sum of the total Multicurrency Tranche Revolving Credit Exposures would exceed the aggregate Multicurrency Tranche Commitments. (c) The Company 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 contents thereof. Each notice delivered by the Company Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Revolving Commitments of any Class delivered by the Company 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 Company Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the applicable Lenders in accordance with their respective Commitments of such Class. (d) The parties hereto acknowledge that the Tranche A Commitments and the Tranche B Commitments have terminated.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Additional Term Loan Commitments shall terminate at 5:00 p.m. (p.m., New York City time) , on the Restatement Effective Date if the Company fails to meet the conditions precedent in Section 4.01 and in Section 4 of the Amendment and Restatement Agreement by such time or, if earlier, immediately after they are fully funded and (ii) all other the Revolving Commitments shall terminate on the Revolving Credit Maturity Date. (b) The Company Borrower may at any time terminateterminate the Revolving Commitments upon (i) the payment in full of all outstanding Revolving Loans and LC Disbursements, together with accrued and unpaid interest thereon, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or at the discretion of the Administrative Agent a backup standby letter of credit reasonably satisfactory to the Administrative Agent) equal to 100% of the LC Exposure as of such date), (iii) the payment in full of the accrued and unpaid fees, and (iv) the payment in full of all reimbursable expenses and other Obligations together with accrued and unpaid interest thereon. (c) The Borrower may from time to time reduce, reduce the Commitments of any ClassRevolving Commitments; provided that (i) each reduction of the Revolving Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000, 5,000,000 and (ii) the Company Borrower shall not terminate or reduce the Dollar Tranche Revolving Commitments if, after giving effect to any concurrent prepayment of the Dollar Tranche Revolving Loans in accordance with Section 2.112.10, the Dollar Amount of the sum of the total Dollar Tranche Aggregate Revolving Credit Exposures Exposure would exceed the aggregate Dollar Tranche Commitments and (iii) the Company shall not terminate or reduce the Multicurrency Tranche Commitments if, after giving effect to any concurrent prepayment of the Multicurrency Tranche Revolving Loans in accordance with Section 2.11, the Dollar Amount of the sum of the total Multicurrency Tranche Revolving Credit Exposures would exceed the aggregate Multicurrency Tranche Commitments. (cd) The Company Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments of any Class 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 Company Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Revolving Commitments of any Class delivered by the Company Borrower may state that such notice is conditioned upon the effectiveness of other credit facilitiesfacilities or other funding sources, in which case such notice may be revoked by the Company Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Revolving Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the applicable Lenders in accordance with their respective Commitments of such ClassRevolving Commitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Additional Term Loan Initial Tranche A Commitments shall terminate at 5:00 p.m. (p.m., New York City time) , on the Restatement Effective Date if the Company fails to meet the conditions precedent in Section 4.01 and in Section 4 of the Amendment and Restatement Agreement by such time orClosing Date, if earlier, immediately after they are fully funded and (ii) all other the OMX Delayed Draw Tranche A Commitments shall terminate at 5:00 p.m., New York City time, on August 27, 2008, (iii) the PHLX Delayed Draw Tranche A Commitments shall terminate at 5:00 p.m., New York City time, on July 31, 2008, (iv) the Nord Pool Delayed Draw Tranche A Commitments shall terminate at 5:00 p.m., New York City time, on August 27, 2008 and (v) the Revolving Commitments and the Swingline Commitment shall terminate on the Revolving Maturity Date. (b) The Company Borrower may at any time terminate, or from time to time reduce, the Commitments of any Class; , provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,0005,000,000 or if less, the entire remaining amount and (ii) the Company Borrower shall not terminate or reduce the Dollar Tranche Revolving Commitments if, after giving effect to any concurrent prepayment of the Dollar Tranche Revolving Loans in accordance with Section 2.11, the Dollar Amount aggregate Revolving Exposures (excluding, in the case of any termination of the sum Revolving Commitments, the portion of the total Dollar Tranche 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 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 Dollar Tranche Commitments and (iii) the Company shall not terminate or reduce the Multicurrency Tranche Commitments if, after giving effect to any concurrent prepayment of the Multicurrency Tranche Revolving Loans in accordance with Section 2.11, the Dollar Amount of the sum of the total Multicurrency Tranche Revolving Credit Exposures would exceed the aggregate Multicurrency Tranche Commitments. (c) The Company 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 such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Company Borrower pursuant to this Section shall be irrevocable; , provided that a notice of termination of the Commitments of any Class delivered by the Company 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 Company Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the applicable Lenders in accordance with their respective Commitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Additional Term A-1 Loan Commitments shall terminate at 5:00 p.m. (New York City time) on and the Restatement Effective Date if the Company fails to meet the conditions precedent in Section 4.01 and in Section 4 of the Amendment and Restatement Agreement by such time or, if earlier, immediately after they are fully funded and (ii) all other Term A-2 Loan Commitments shall terminate on the Term Loan Commitment Expiration Date and (ii) the Revolving Commitments shall terminate on the Revolving Credit Maturity Date. (b) The Company may at any time terminate, or from time to time reduce, the Revolving Commitments, the Term A-1 Loan Commitments of any Classand/or the Term A-2 Loan Commitments; provided that (i) each reduction of the Revolving Commitments, the Term A-1 Loan Commitments of any Class or the Term A-2 Loan Commitments, as applicable, shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000, 5,000,000 and (ii) the Company shall not terminate or reduce the Dollar Tranche Revolving Commitments if, after giving effect to any concurrent prepayment of the Dollar Tranche Revolving Loans in accordance with Section 2.11, (A) any Lender’s Revolving Credit Exposure would exceed its Revolving Commitment or (B) the Dollar Amount of the sum of the total Dollar Tranche Total Revolving Credit Exposures Exposure would exceed the aggregate Dollar Tranche Commitments and (iii) the Company shall not terminate or reduce the Multicurrency Tranche Commitments if, after giving effect to any concurrent prepayment of the Multicurrency Tranche Revolving Loans in accordance with Section 2.11, the Dollar Amount of the sum of the total Multicurrency Tranche Revolving Credit Exposures would exceed the aggregate Multicurrency Tranche Commitments. (c) The Company shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments, the Term A-1 Loan Commitments of any Class or the Term A-2 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 Lenders of the applicable Class of the contents thereof. Each notice delivered by the Company pursuant to this Section shall be irrevocable; provided that a notice of termination of the Revolving Commitments, the Term A-1 Loan Commitments of any Class delivered by or the 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 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 respective Commitments of such Class.Term A-2 Loan Commitments

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Additional Initial Term Loan B-1 Commitments outstanding on the ClosingFirst Amendment Effective Date shall terminate at 5:00 p.m. (p.m., New York City time) , on the Restatement ClosingFirst Amendment Effective Date if the Company fails to meet the conditions precedent in Section 4.01 and in Section 4 of the Amendment and Restatement Agreement by such time orDate, if earlier, immediately after they are fully funded and (ii) all other the Revolving Commitments shall automatically terminate on the Revolving Maturity Date. (b) The Company Borrower may at any time terminate, or from time to time reduce, the Commitments of any Class; , provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 500,000 and not less than $5,000,000, 1,000,000 and (ii) the Company Borrower shall not terminate or reduce the Dollar Tranche Revolving Commitments if, after giving effect to any concurrent prepayment of the Dollar Tranche Revolving Loans or Swingline Loans in accordance with Section 2.11, the Dollar Amount of the sum of the total Dollar Tranche aggregate Revolving Credit Exposures would exceed the aggregate Dollar Tranche Commitments and (iii) the Company shall not terminate or reduce the Multicurrency Tranche Commitments if, after giving effect to any concurrent prepayment of the Multicurrency Tranche Total Revolving Loans in accordance with Section 2.11, the Dollar Amount of the sum of the total Multicurrency Tranche Revolving Credit Exposures would exceed the aggregate Multicurrency Tranche Commitments. (c) The Company Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments of any Class under paragraph (b) of this Section 2.06 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 Company Borrower pursuant to this Section 2.06 shall be irrevocable; provided that a notice of termination of the Revolving Commitments of any Class delivered by the Company 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 Company 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 applicable Lenders in accordance with their respective Commitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Additional Term Loan Tranche B-1 Commitments shall terminate at 5:00 p.m. (p.m., New York City time) , on the Restatement Effective Date if the Company fails to meet the conditions precedent in Section 4.01 and in Section 4 of the Amendment and Restatement Agreement by such time or, if earlier, immediately after they are fully funded and (ii) all other the Revolving Commitments shall terminate on the Revolving Maturity Date. (b) The Company Borrower may at any time terminate, or from time to time reduce, the Commitments of any Class; , provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,00010,000,000, (ii) the Company Borrower may not terminate either Class of Revolving Commitments without also terminating the other Class of Revolving Commitments, and any reduction of Revolving Commitments shall be allocated pro rata between the Global Revolving Commitments and the U.S. Revolving Commitments (based on the aggregate Commitments of each such Class) and (iii) the Borrower shall not terminate or reduce either Class of the Dollar Tranche Revolving Commitments if, after giving effect to any concurrent prepayment of the Dollar Tranche Revolving Loans of such Class in accordance with Section 2.11, the Dollar Amount aggregate Revolving Exposures of such Class (excluding, in the case of any termination of the sum Global Revolving Commitments, the portion of the total Dollar Tranche Global 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 applicable Issuing Bank with respect to such Letters of Credit and such Issuing Bank has released the Global Revolving Lenders from their participation obligations with respect to such Letters of Credit) would exceed the aggregate Dollar Tranche Revolving Commitments and (iii) the Company shall not terminate or reduce the Multicurrency Tranche Commitments if, after giving effect to any concurrent prepayment of the Multicurrency Tranche Revolving Loans in accordance with Section 2.11, the Dollar Amount of the sum of the total Multicurrency Tranche Revolving Credit Exposures would exceed the aggregate Multicurrency Tranche Commitmentssuch Class. (c) The Company 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 such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Company Borrower pursuant to this Section shall be irrevocable; , provided that a notice of termination of the Revolving Commitments of any Class delivered by the Company 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, in which case such notice may be revoked by the Company Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the applicable Lenders in accordance with their respective Commitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Additional Term Loan Commitments shall terminate at 5:00 p.m. (New York City time) on the Restatement Effective Date if the Company fails to meet the conditions precedent in Section 4.01 and in Section 4 of the Amendment and Restatement Agreement by such time or, if earlier, immediately after they are fully funded and (ii) all other Commitments shall terminate on the Maturity Date. (b) The Company may at any time terminate, or from time to time reduce, the Commitments of any Class; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 the Borrowing Multiple and not less than $5,000,000the Borrowing Minimum, (ii) the Company shall not terminate or reduce the Dollar Tranche Commitments if, after giving effect to any concurrent prepayment of the Dollar Tranche Revolving Loans in accordance with Section 2.11, the Dollar Amount of the sum of the total Dollar Tranche Revolving Credit Exposures would exceed the aggregate Dollar Tranche Commitments and (iii) the Company shall not terminate or reduce the Multicurrency Tranche Commitments if, after giving effect to any concurrent prepayment of the Multicurrency Tranche Revolving Committed Loans in accordance with Section 2.11, (w) the aggregate Multicurrency Revolving Exposures would exceed the aggregate Multicurrency Commitments, (x) the aggregate amount of the Multicurrency Lenders’ Multicurrency Revolving Exposures of all Multicurrency Revolving Committed Loans denominated in Designated Foreign Currencies would exceed the Designated Foreign Currency Sublimit, (iii) if, after giving effect to any reduction of the Multicurrency Commitments, the Designated Foreign Currency Sublimit exceeds the amount of the Multicurrency Commitments, such Designated Foreign Currency Sublimit shall be automatically reduced by the amount of such excess, (iv) the Company shall not terminate or reduce the Yen Enabled Commitments if, after giving effect to any concurrent prepayment of the Yen Enabled Revolving Loans in accordance with Section 2.11, the Dollar Amount of the sum of the total Multicurrency Tranche Revolving Credit aggregate Yen Enabled Exposures would exceed the aggregate Multicurrency Tranche Yen Enabled Commitments and (v) the Company shall not terminate or reduce the Singapore Dollar Enabled Commitments if, after giving effect to any concurrent prepayment of the Singapore Dollar Enabled Revolving Loans in accordance with Section 2.11, the aggregate Singapore Dollar Enabled Exposures would exceed the aggregate Singapore Dollar Enabled Commitments. (c) The 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 reductionreduction (or in the event of a termination or reduction of any outstanding Loans denominated in a Designated Foreign Currency or Singapore Dollar, at least four Business Days prior) (or, in each case, such shorter period of time acceptable to the Administrative Agent), specifying such election and the effective date thereofof such election. Promptly following receipt of any such notice, the Administrative Agent shall advise the applicable Lenders of the contents thereof. Each notice delivered by the Company pursuant to this Section shall be irrevocable; provided that a notice of termination or reduction of the Commitments of any Class delivered by the Company may state that such notice is conditioned upon the effectiveness of other credit facilitiesfacilities or Debt, 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. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the applicable Lenders in accordance with their respective Commitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) on the Additional Effective Date, the Amendment No. 2 Effective Date and the Amendment No. 3 Effective Date, the applicable Term Loan Commitments in effect on such date shall terminate at 5:00 p.m. (New York City time) on upon the Restatement Effective Date if the Company fails to meet the conditions precedent in Section 4.01 and in Section 4 making of the Amendment and Restatement Agreement by relevant Term Loans on such time orapplicable date, if earlier, immediately after they are fully funded and (ii) all other the USD Tranche Revolving Commitments shall terminate on the USD Tranche Revolving Maturity Date and (iii) the Multicurrency Tranche Revolving Commitments shall terminate on the Multicurrency Tranche Revolving Maturity Date. (b) The Company Borrower may at any time terminate, or from time to time reduce, the Commitments of any Class; , provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 500,000 and not less than $5,000,0001,000,000 unless such amount represents all of the remaining Commitments of such Class, (ii) the Company Borrower shall not terminate or reduce the Dollar USD Tranche Revolving Commitments if, after giving effect to any concurrent prepayment of the Dollar USD Tranche Revolving Loans in accordance with Section 2.11, the Dollar Amount of the sum of the total Dollar aggregate USD Tranche Revolving Credit Exposures would exceed the aggregate Dollar USD Tranche Revolving Commitments and (iii) the Company Borrower shall not terminate or reduce the Multicurrency Tranche Revolving Commitments if, after giving effect to any concurrent prepayment of the Multicurrency Tranche Revolving Loans in accordance with Section 2.11, the Dollar Amount of the sum of the total aggregate Multicurrency Tranche Revolving Credit Exposures would exceed the aggregate Multicurrency Tranche Revolving Commitments. (c) The Company Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments of any Class under paragraph (b) of this Section 2.08 at least three one (31) 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 Company Borrower pursuant to this Section 2.08 shall be irrevocable; provided that a notice of termination of the USD Tranche Revolving Commitments of any Class or the Multicurrency Tranche Revolving Commitments, as applicable, delivered by the Company 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 Company 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 applicable Lenders in accordance with their respective Commitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Additional Tranche A Term Loan Commitments shall automatically terminate at 5:00 p.m. (p.m., New York City time) , on the Restatement Effective Date if the Company fails to meet the conditions precedent in Section 4.01 and in Section 4 of the Amendment and Restatement Agreement by such time or, if earlier, immediately after they are fully funded and (ii) all other the Revolving Commitments shall automatically terminate on the Revolving Maturity Date; provided, that all the Commitments shall automatically terminate at 5:00 p.m., New York City time, on April 30, 2014, if the Effective Date shall not theretofore have occurred. (b) The Company may at any time terminate, or from time to time permanently reduce, the Commitments of any Class; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 the Borrowing Multiple and not less than $5,000,000, the Borrowing Minimum and (ii) the Company shall not terminate or reduce the Dollar Tranche Revolving Commitments if, after giving effect to any concurrent prepayment of the Dollar Tranche Revolving Loans or Swingline Loans in accordance with Section 2.11, the Dollar Amount of the sum of the total Dollar Tranche Aggregate Revolving Credit Exposures Exposure would exceed the aggregate Dollar Tranche Commitments and (iii) the Company shall not terminate or reduce the Multicurrency Tranche Commitments if, after giving effect to any concurrent prepayment of the Multicurrency Tranche Aggregate Revolving Loans in accordance with Section 2.11, the Dollar Amount of the sum of the total Multicurrency Tranche Revolving Credit Exposures would exceed the aggregate Multicurrency Tranche CommitmentsCommitment. (c) The 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 such notice, the Administrative Agent shall advise the Lenders of the applicable Class of the contents thereof. Each notice delivered by the Company pursuant to this Section shall be irrevocable; provided that a notice of termination or reduction of the Revolving Commitments under paragraph (b) of any Class delivered by the Company 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 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 respective Commitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Additional Term Loan Commitments shall terminate at 5:00 p.m. (New York City time) on the Restatement Effective Date if the Company fails to meet the conditions precedent in Section 4.01 and in Section 4 of the Amendment and Restatement Agreement by such time or, if earlier, immediately after they are fully funded and (ii) all other Commitments shall terminate on the Maturity Date. (b) The Company Borrower may at any time terminatetime, without (subject to Section 2.16) premium or penalty, terminate the Commitments upon (i) the payment in full of all outstanding Loans, together with accrued and unpaid interest thereon and on any Letters of Credit, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or at the discretion of the Administrative Agent a backup standby letter of credit satisfactory to the Administrative Agent and the applicable Issuing Bank) in an amount equal to 105% of the LC Exposure as of such date), (iii) the payment in full of the accrued and unpaid fees, and (iv) the payment in full of all reimbursable expenses and other Obligations together with accrued and unpaid interest thereon. (c) The Borrower may from time to time reducetime, without (subject to Section 2.16) premium or penalty, reduce the Commitments of any ClassCommitments; provided provided, that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000, and (ii) the Company Borrower shall not terminate or reduce the Dollar Tranche Commitments if, after giving effect to any concurrent prepayment of the Dollar Tranche Revolving Loans in accordance with Section 2.112.10, the Dollar Amount of the sum of the total Dollar Tranche Revolving Aggregate Credit Exposures Exposure would exceed the aggregate Dollar Tranche Commitments and (iii) the Company shall not terminate or reduce the Multicurrency Tranche Commitments if, after giving effect to any concurrent prepayment of the Multicurrency Tranche Revolving Loans in accordance with Section 2.11, the Dollar Amount of the sum of the total Multicurrency Tranche Revolving Credit Exposures would exceed the aggregate Multicurrency Tranche Commitmentsall Lenders. (cd) The Company Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments of any Class under paragraph clause (b) or (c) of this Section 2.09 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 Company Borrower pursuant to this Section 2.09 shall be irrevocable; provided provided, that a notice of termination of the Commitments of any Class delivered by the Company Borrower may state that such notice is conditioned upon the effectiveness of other credit facilitiesfacilities or events, in which case such notice may be revoked by the Company Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the applicable Lenders in accordance with their respective Commitments of such ClassCommitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Additional Term Loan Commitments shall terminate at 5:00 p.m. (New York City time) on the Restatement Effective Date if the Company fails to meet the conditions precedent in Section 4.01 and in Section 4 of the Amendment and Restatement Agreement by such time or, if earlier, immediately after they are fully funded and (ii) all other Revolving Commitments shall terminate on the Maturity Datelast day of the Availability Period. (b) The Company Borrower may at any time terminate, or from time to time reduce, the Commitments of any Class; Revolving Commitments, provided that (i) the Borrower 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 2.7, the sum of the Revolving Exposures of all Revolving Lenders would exceed the aggregate Revolving Commitments, (ii) each such reduction of the Revolving Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000, and (iiiii) any reduction of the Company Revolving Commitments to an amount below the L/C Sublimit shall not terminate or automatically reduce the L/C Sublimit on a Dollar Tranche Commitments iffor Dollar basis. If at any time, after giving effect to any concurrent prepayment as a result of the Dollar Tranche Revolving Loans such a partial reduction or termination as provided in accordance with Section 2.112.5(a), the Dollar Amount Revolving Exposure of the sum of the total Dollar Tranche Revolving Credit Exposures all Lenders would exceed the aggregate Dollar Tranche Commitments and Revolving Commitments, then the Borrower shall on the date of such reduction or termination of Revolving Commitments, repay or prepay Revolving Borrowings (iiior a combination thereof) the Company shall not terminate or reduce the Multicurrency Tranche Commitments if, after giving effect and/or Cash Collateralize Letters of Credit in an aggregate amount equal to any concurrent prepayment of the Multicurrency Tranche Revolving Loans in accordance with Section 2.11, the Dollar Amount of the sum of the total Multicurrency Tranche Revolving Credit Exposures would exceed the aggregate Multicurrency Tranche Commitmentssuch excess. (c) In addition to any termination or reduction of the Revolving Commitments under paragraphs (a) and (b) of this Section, the Revolving Commitments shall be reduced as required under Section 2.7(b). (d) The Company Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving 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 such notice, the Administrative Agent shall advise the Revolving Lenders of the contents thereof. Each notice delivered by the Company Borrower pursuant to this Section shall be irrevocable; , provided that a notice of termination of the Revolving Commitments of any Class delivered by the 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 Company Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfiedsatisfied subject to the Borrower’s obligation to indemnify the Lenders pursuant to Section 3.5. Any termination or Each reduction, and any termination, of the Revolving Commitments shall be permanent and each reduction of the Revolving Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the applicable Revolving Lenders in accordance with their respective Commitments of such ClassRevolving Commitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Additional Term Loan Commitments shall terminate at 5:00 p.m. (New York City time) on the Restatement Effective Date if the Company fails to meet the conditions precedent in Section 4.01 and in Section 4 of the Amendment and Restatement Agreement by such time or, if earlier, immediately after they are fully funded and (ii) all other Revolving Commitments shall terminate on the Revolving Maturity Date. (b) The Company Borrower may at any time terminate, or from time to time reduce, the Commitments of any Class; , provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 500,000 and not less than $5,000,000, 1,000,000 unless such amount represents all of the remaining Commitments of such Class and (ii) the Company Borrower shall not terminate or reduce the Dollar Tranche Revolving Commitments of any Class if, after giving effect to any concurrent prepayment of the Dollar Tranche Revolving Loans or Swingline Loans of any Class in accordance with Section 2.11, the Dollar Amount aggregate Revolving Exposures of the sum of the total Dollar Tranche Revolving Credit Exposures such Class would exceed the aggregate Dollar Tranche Revolving Commitments and (iii) the Company shall not terminate or reduce the Multicurrency Tranche Commitments if, after giving effect to any concurrent prepayment of the Multicurrency Tranche Revolving Loans in accordance with Section 2.11, the Dollar Amount of the sum of the total Multicurrency Tranche Revolving Credit Exposures would exceed the aggregate Multicurrency Tranche Commitmentssuch Class. (c) The Company Borrower shall notify the First Lien 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 one (31) 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 First Lien Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Company Borrower pursuant to this Section 2.08 shall be irrevocable; provided that a notice of termination of the Revolving Commitments of any Class delivered by the Company Borrower may state that such notice is conditioned upon the effectiveness of any credit facility or the receipt of the proceeds from the issuance of other credit facilitiesIndebtedness or the occurrence of some other identifiable and specified event or condition, in which case such notice may be revoked or extended by the Company Borrower (by notice to the First Lien 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 applicable Lenders in accordance with their respective Commitments of such Class.

Termination and Reduction of Commitments. (a) The Term Loan Commitment shall terminate upon the earlier of the borrowing of the Term Loans and 5:00 p.m., New York City time, on the Effective Date. Unless previously terminated, (i) the Additional Term Loan US Tranche Commitments shall terminate at 5:00 p.m. (New York City time) on the Restatement Effective Date if the Company fails to meet the conditions precedent in Section 4.01 and in Section 4 of the Amendment and Restatement Agreement by such time or, if earlier, immediately after they are fully funded and (ii) all other European Tranche Commitments shall terminate on the Maturity Date; provided that all Commitments shall terminate at 5:00 p.m., New York City time, on December 30, 2004, if the Effective Date shall not have occurred prior to such time. (b) The Company may at any time terminate, or from time to time reduce, without premium or penalty, the Commitments of any Class; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 the Borrowing Multiple and not less than $5,000,000the Borrowing Minimum, (ii) the Company shall not terminate or reduce the Dollar US Tranche Commitments if, after giving effect to any concurrent prepayment of the Dollar US Tranche Revolving Loans in accordance with Section 2.11, the Dollar Amount of the sum of the total Dollar aggregate US Tranche Revolving Credit Exposures would exceed the aggregate Dollar US Tranche Commitments and (iii) the Company shall not terminate or reduce the Multicurrency European Tranche Commitments if, after giving effect to any concurrent prepayment of the Multicurrency European Tranche Revolving Loans in accordance with Section 2.11, the Dollar Amount of the sum of the total Multicurrency aggregate European Tranche Revolving Credit Exposures would exceed the aggregate Multicurrency European Tranche Commitments. (c) The 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 thereofof such election. Promptly following receipt of any such notice, the Administrative Agent shall advise the European Agent and the applicable Lenders of the contents thereof. Each notice delivered by the Company pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments of any Class delivered by the 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 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 respective Commitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Additional Term Loan Commitments shall terminate at 5:00 p.m. (New York City time) on the Restatement Effective Date if the Company fails to meet the conditions precedent in Section 4.01 and in Section 4 of the Amendment and Restatement Agreement by such time or, if earlier, immediately after they are fully funded and (ii) all other Commitments shall terminate on the Maturity Date; provided that the Commitments shall terminate at 5:00 p.m., New York City time, on September 30, 2006, if the Effective Date shall not have occurred prior to such time. (b) The Company may at any time terminate, or from time to time reduce, the Commitments of any Class; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 the Borrowing Multiple and not less than $5,000,000the Borrowing Minimum, (ii) the Company shall not terminate or reduce the Dollar US Tranche Commitments if, after giving effect to any concurrent prepayment of the Dollar US Tranche Revolving Loans in accordance with Section 2.11, the Dollar Amount of the sum of the total Dollar aggregate US Tranche Revolving Credit Exposures and the aggregate Competitive Loan Exposures would exceed the aggregate Dollar US Tranche Commitments and Commitments, (iii) the Company shall not terminate or reduce the Multicurrency Swiss Tranche Commitments if, after giving effect to any concurrent prepayment of the Multicurrency Swiss Tranche Revolving Loans in accordance with Section 2.11, the Dollar Amount of the sum of the total Multicurrency aggregate Swiss Tranche Revolving Credit Exposures would exceed the aggregate Multicurrency Swiss Tranche Commitments and (iv) the Company shall not terminate or reduce the Japanese Tranche Commitments if, after giving effect to any concurrent prepayment of the Japanese Tranche Revolving Loans in accordance with Section 2.11, the aggregate Japanese Tranche Exposures would exceed the aggregate Japanese Tranche Commitments. (c) The 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 thereofof such election. Promptly following receipt of any such notice, the Administrative Agent shall advise the other Agents and the applicable Lenders of the contents thereof. Each notice delivered by the Company pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments of any Class delivered by the 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 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 respective Commitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Additional Term Loan Tranche B Commitments shall terminate at 5:00 p.m. (p.m., New York City time) , on the Restatement Effective Funding Date if the Company fails to meet the conditions precedent in Section 4.01 and in Section 4 of the Amendment and Restatement Agreement by such time or, if earlier, immediately after they are fully funded and (ii) all other the Revolving Commitments shall terminate on the Revolving Maturity Date; provided that in any event, all Commitments hereunder shall automatically terminate if the Offer Press Release has not been released on or prior to the date that is five Business Days after the date of this Agreement. (b) The Company Borrower may at any time terminate, or from time to time reduce, the Commitments of any Class; , provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000, 5,000,000 and (ii) the Company Borrower shall not terminate or reduce the Dollar Tranche Revolving Commitments if, after giving effect to any concurrent prepayment of the Dollar Tranche Revolving Loans in accordance with Section 2.11, the Dollar Amount aggregate Revolving Exposures (excluding, in the case of any termination of the sum Revolving Commitments, the portion of the total Dollar Tranche 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 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 Dollar Tranche Commitments and (iii) the Company shall not terminate or reduce the Multicurrency Tranche Commitments if, after giving effect to any concurrent prepayment of the Multicurrency Tranche Revolving Loans in accordance with Section 2.11, the Dollar Amount of the sum of the total Multicurrency Tranche Revolving Credit Exposures would exceed the aggregate Multicurrency Tranche Commitments. (c) The Company 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 such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Company Borrower pursuant to this Section shall be irrevocable; , provided that a notice of termination of the Commitments of any Class delivered by the Company 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 Company Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the applicable Lenders in accordance with their respective Commitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Additional The Term Loan Commitments Commitment of each Lender shall terminate at 5:00 p.m. (New York City time) the close of business on the Restatement Effective Termination Date if applicable to the Company fails to meet the conditions precedent in Section 4.01 and in Section 4 of the Amendment and Restatement Agreement by such time or, if earlier, immediately after they are fully funded and (ii) all other Commitments shall terminate on the Maturity DateTerm Loan Commitments. (b) The Company Revolving Credit Commitments shall terminate on the Termination Date applicable to the Revolving Credit Loans. (c) The Borrower may at any time terminate, or from time to time reduce, the Commitments of any ClassRevolving Credit Commitments; provided that (i) each reduction of the Revolving Credit Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000, 5,000,000 and (ii) the Company Borrower shall not terminate or reduce the Dollar Tranche Revolving Credit Commitments if, after giving effect to any concurrent prepayment of the Dollar Tranche Revolving Credit Loans in accordance with Section 2.11, the Dollar Amount of the sum of the total Dollar Tranche Revolving Credit Exposures would exceed the aggregate Dollar Tranche Commitments and (iii) total Revolving Credit Commitments. In addition to the Company shall not foregoing, the Borrower may terminate or reduce the Multicurrency Tranche Commitments if, after giving effect to any concurrent prepayment unused amount of the Multicurrency Tranche Revolving Loans Commitment of a Defaulting Lender upon not less than five (5) Business Days’ prior notice to the Administrative Agent (which will promptly notify the Lenders thereof), and in accordance with such event the provisions of Section 2.112.21(a)(iii) will apply to all amounts thereafter paid by the Borrower for the account of such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts), provided that such termination will not be deemed to be a waiver or release of any claim the Borrower, the Dollar Amount of Administrative Agent, the sum of the total Multicurrency Tranche Revolving Credit Exposures would exceed the aggregate Multicurrency Tranche CommitmentsIssuing Bank, or any Lender may have against such Defaulting Lender. (cd) The Company Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Credit Commitments of any Class under paragraph (bc) of this Section at least three (3) Business Days prior to not later than 11:00 a.m., New York City time on the proposed effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Company Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Revolving Credit Commitments of any Class delivered by the Company 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 Company 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 Credit Commitments shall be made ratably among the Lenders in accordance with their respective Revolving Credit Commitments. (e) Any termination or reduction of the Revolving Credit Commitments of any Class pursuant to this Section 2.09 or Article VII shall be permanent. Each reduction Upon any partial termination of the revolving commitments and/or prepayment of the Term Loan from time to time in integral multiples of $5,000,000 and not less than $50,000,000 in the aggregate in each instance, if the aggregate Market Value of the Collateral is more than four (4) times the Threshold Value, all calculated as of the date of such partial termination of the Revolving Credit Commitments and/or prepayment of any Class the Term Loan, then the Administrative Agent, the Issuing Bank and the Lenders agree that promptly following such partial termination of the Revolving Credit Commitments and/or prepayment of the Term Loan, a portion of the Collateral shall be made ratably among released so that the applicable Lenders in accordance with their respective Commitments Market Value of the Collateral, calculated as of the date of such Classpartial termination of the Revolving Credit Commitments and/or prepayment of the Term Loan, shall equal or exceed four (4) times the Threshold Value.

Termination and Reduction of Commitments. (a) Unless previously terminated, the Revolving Facility Commitments of each Class shall automatically and permanently terminate on the applicable Revolving Facility Maturity Date for such Class. On the Closing Date (i) after giving effect to the Additional funding of the Initial Euro Term Loans to be made on such date), the Initial Euro Term Loan Commitments shall terminate at 5:00 p.m. (New York City time) on of each Term Lender with an Initial Euro Term Loan Commitment as of the Restatement Closing Date will automatically and permanently terminate. On the Amendment No. 12 Effective Date if (after giving effect to the Company fails to meet the conditions precedent in Section 4.01 and in Section 4 funding of the Amendment Tranche B-12 Dollar Term Loans by the Additional Tranche B-12 Dollar Term Lender representing the full amount of the Additional Tranche B-12 Dollar Term Commitment to be made on such date), the Additional Tranche B-12 Dollar Term Commitment of the Additional Tranche B-12 Dollar Term Lender will automatically and Restatement Agreement by such time or, if earlier, immediately after they are fully funded and (ii) all other Commitments shall terminate on the Maturity Datepermanently terminate. (b) The Company Parent may at any time terminate, or from time to time reduce, the Revolving Facility Commitments of any Class; provided provided, that (i) each reduction of the Revolving Facility Commitments of any Class shall be in an amount that is an integral multiple of the Dollar Equivalent of $1,000,000 and not less than the Dollar Equivalent of $5,000,0005,000,000 (or, if less, the remaining amount of the Revolving Facility Commitments of such Class) and (ii) the Company Parent shall not terminate or reduce the Dollar Tranche Revolving Facility Commitments of any Class if, after giving effect to any concurrent prepayment of the Dollar Tranche Revolving Facility Loans in accordance with Section 2.11, the Dollar Amount 2.11 and any Cash Collateralization of the sum Letters of the total Dollar Tranche Revolving Credit Exposures would exceed the aggregate Dollar Tranche Commitments and (iii) the Company shall not terminate or reduce the Multicurrency Tranche Commitments if, after giving effect to any concurrent prepayment of the Multicurrency Tranche Revolving Loans in accordance with Section 2.112.05(j), as applicable, the Dollar Amount Revolving Facility Credit Exposure of such Class (excluding any Cash Collateralized Letter of Credit, to the sum of the total Multicurrency Tranche Revolving Credit Exposures extent so Cash Collateralized) would exceed the aggregate Multicurrency Tranche Commitmentstotal Revolving Facility Commitments of such Class. (c) The Company Parent shall notify the Administrative Agent of any election to terminate or reduce the Revolving Facility Commitments of any Class under paragraph clause (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 Company Parent pursuant to this Section 2.08 shall be irrevocable; provided provided, that a notice of termination or reduction of the Revolving Facility Commitments of any Class delivered by the Company Parent 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 Company Parent (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the applicable Lenders in accordance with their respective Commitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Additional Term Loan Revolving Credit Commitments shall terminate at 5:00 p.m. (New York City time) the close of business on the Restatement Effective Revolving Credit Maturity Date if and the Company fails to meet the conditions precedent in Section 4.01 and in Section 4 of the Amendment and Restatement Agreement by such time or, if earlier, immediately after they are fully funded and (ii) all other 364 Day Revolving Credit Commitments shall terminate at the close of business on the 364 Day Revolving Credit Maturity Date, except as provided in Section 2.19. (b) The Company Borrower may at any time terminate, or from time to time reduce, the Revolving Credit Commitments, the 364 Day Revolving Credit Commitments of any Classor the Swing Loan Sublimit upon at least five (5) Business Days prior written notice to the Administrative Agent; provided that (i) each reduction of the Revolving Credit Commitments of any Class and the 364 Day Revolving Credit Commitments shall be in an aggregate amount that is an integral at least equal to $5,000,000 or any greater multiple of $1,000,000 1,000,000, and not less than $5,000,000, (ii) the Company Borrower shall not terminate or reduce (x) the Dollar Tranche Revolving Credit Commitments and the 364 Day Revolving Credit Commitments if, after giving effect to any concurrent prepayment repayment of the Dollar Tranche Revolving Loans in accordance with Section 2.112.9 or prepayment of the Loans in accordance with Section 2.10, the Dollar Amount of the sum of total Revolving Credit Exposures plus the total Dollar Tranche 364 Day Revolving Credit Exposures would exceed the aggregate Dollar Tranche total Commitments and or (iiiy) the Company shall not terminate or reduce the Multicurrency Tranche Commitments Swing Loan Sublimit if, after giving effect to any concurrent prepayment repayment of the Multicurrency Tranche Revolving Swing Loans in accordance with Section 2.112.9 or prepayment of the Swing Loans in accordance with Section 2.10, the Dollar Amount aggregate principal amount of the sum of the total Multicurrency Tranche Revolving Credit Exposures outstanding Swing Loans would exceed the aggregate Multicurrency Tranche CommitmentsSwing Loan Sublimit, after giving effect to such termination or reduction. (c) The Company Borrower shall notify the Administrative Agent of any election to terminate or reduce Revolving Credit Commitments and 364 Day Revolving Credit Commitments or the Commitments of any Class Swing Loan Sublimit under paragraph (b) of this Section 2.7 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 Company Borrower pursuant to this Section 2.7 shall be irrevocable; provided that a notice of termination of Revolving Credit Commitments and 364 Day Revolving Credit Commitments or the Commitments of any Class Swing Loan Sublimit or both delivered by the Company 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 Company Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Revolving Credit Commitments of any Class and 364 Day Revolving Credit Commitments shall be applied pro rata to each Lender's Revolving Credit Commitment and 364 Day Revolving Credit Commitment and shall be permanent. Each reduction of Revolving Credit Commitments and the 364 Day Revolving Credit Commitments of any Class shall be made ratably among the applicable Lenders in accordance with their respective Commitments of such ClassCommitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) The Original Term B Commitments terminated on the Additional Closing Date. The Term Loan B Commitments shall automatically terminate at 5:00 p.m. (p.m., New York City time) , on the Restatement Effective Date if the Company fails to meet the conditions precedent in Section 4.01 and in Section 4 of the Third Amendment and Restatement Agreement by such time or, if earlier, immediately after they are fully funded Effective Date. The Original Revolving Commitments terminated on the Third Amendment and (ii) all other Restatement Effective Date. The Revolving Commitments and the Swingline Commitment shall automatically terminate on the Revolving Maturity Date and the LC Commitment shall automatically terminate on the date that is fifteen Business Days prior to the Revolving Maturity Date. (b) The Company Borrower may at any time terminate, or from time to time reduce, the Commitments of any Class; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 1.0 million and not less than $5,000,000, 1.0 million and (ii) the Company Revolving Commitments shall not terminate be terminated or reduce the Dollar Tranche Commitments reduced if, after giving effect to any concurrent prepayment of the Dollar Tranche Revolving Loans in accordance with Section 2.112.10, the Dollar Amount of the sum of the total Dollar Tranche Revolving Credit Exposures would exceed the aggregate Dollar Tranche Commitments and (iii) the Company shall not terminate or reduce the Multicurrency Tranche Commitments if, after giving effect to any concurrent prepayment amount of the Multicurrency Tranche Revolving Loans in accordance with Section 2.11, the Dollar Amount of the sum of the total Multicurrency Tranche Revolving Credit Exposures would exceed the aggregate Multicurrency Tranche Commitments. (c) The Company 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 contents thereof. Each notice delivered by the Company Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments of any Class delivered by the Company 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 Company Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the applicable Lenders in accordance with their respective Commitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Additional Term Loan US Tranche Revolving Commitments, the Foreign Tranche Commitments shall terminate at 5:00 p.m. (New York City time) on and the Restatement Effective Date if the Company fails to meet the conditions precedent in Section 4.01 and in Section 4 of the Amendment and Restatement Agreement by such time or, if earlier, immediately after they are fully funded and (ii) all other Malaysian Tranche Commitments shall terminate on the Maturity Date. (b) The Company may at any time terminate, or from time to time reduce, the Revolving Commitments of any Classthe US Tranche, the Foreign Tranche or the Malaysian Tranche; provided that (i) each reduction of the Commitments of any Class the applicable Tranche shall be in an amount that is an integral multiple of $1,000,000 the Borrowing Multiple for a Eurocurrency Borrowing denominated in US Dollars and not less than $5,000,000the Borrowing Minimum for a Eurocurrency Borrowing denominated in US Dollars, (ii) the Company shall not terminate or reduce the Dollar US Tranche Revolving Commitments if, after giving effect to any concurrent prepayment of the US Tranche Revolving Loans in accordance with Section 2.11, the aggregate US Tranche Revolving Exposures would exceed the aggregate US Tranche Revolving Commitments, (iii) the Company shall not terminate or reduce the Foreign Tranche Commitments if, after giving effect to any concurrent prepayment of the Dollar Foreign Tranche Revolving Loans in accordance with Section 2.11, the Dollar Amount of the sum of the total Dollar aggregate Foreign Tranche Revolving Credit Exposures would exceed the aggregate Dollar Foreign Tranche Commitments Commitments, and (iiiiv) the Company shall not terminate or reduce the Multicurrency Malaysian Tranche Commitments if, after giving effect to any concurrent prepayment of the Multicurrency Malaysian Tranche Revolving Loans in accordance with Section 2.11, the Dollar Amount of the sum of the total Multicurrency aggregate Malaysian Tranche Revolving Credit Exposures would exceed the aggregate Multicurrency Malaysian Tranche Commitments. (c) The 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 Company pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments of any Class delivered by the 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 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 respective Commitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) The unused Tranche A Commitments automatically terminated at the Additional Term Loan end of the Tranche A Availability Period and the unused Tranche B Commitments automatically terminated at the end of the Tranche B Availability Period. The unused Tranche C Commitments shall automatically terminate at 5:00 p.m. (New York City time) on the Restatement Effective Date if the Company fails to meet the conditions precedent in Section 4.01 and in Section 4 end of the Amendment and Restatement Agreement by such time or, if earlier, immediately after they are fully funded and (ii) all other Commitments shall terminate on the Maturity DateTranche C Availability Period. (b) The Company Borrower may at any time terminate, or from time to time reduce, the Commitments of any ClassCommitments; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000, 10,000,000 and (ii) the Company Borrower shall not terminate or reduce the Dollar Tranche any Commitments if, after giving effect to any concurrent prepayment of the Dollar Tranche Revolving Loans in accordance with Section 2.112.09, the Dollar Amount of the sum of the total Dollar Tranche Revolving Credit Exposures under the relevant Tranche would exceed the aggregate Dollar Tranche total Commitments and (iii) under the Company shall not terminate or reduce the Multicurrency Tranche Commitments if, after giving effect to any concurrent prepayment of the Multicurrency Tranche Revolving Loans in accordance with Section 2.11, the Dollar Amount of the sum of the total Multicurrency Tranche Revolving Credit Exposures would exceed the aggregate Multicurrency Tranche Commitmentsrelevant Tranche. (c) The Company 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 contents thereof. Each notice delivered by the Company pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments of any Class delivered by the Company 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 Company Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of under any Class Tranche shall be made ratably among the applicable Lenders in accordance with their respective Commitments under such Tranche.” (d) Section 2.08(a) of the Bridge Loan Agreement is hereby amended by deleting such Classsection 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 Tranche A Maturity Date, (ii) the then unpaid principal amount of each Tranche B Loan on the Tranche B Maturity Date and (iii) the then unpaid principal amount of each Tranche C Loan on the Tranche C Maturity Date.” (e) 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, (i) the Additional Term Loan Commitments shall terminate at 5:00 3:00 p.m. (New York City time) on the Restatement Effective Date if the Company fails to meet the conditions precedent in Section 4.01 and in Section 4 of the Amendment and Restatement Agreement by such time or, if earlier, immediately after they are fully funded and (ii) all other Commitments shall terminate on the Maturity Date. (b) The Company may at any time terminate, or from time to time reduce, the Commitments of any Class; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000, (ii) the Company shall not terminate or reduce the Dollar Tranche Commitments if, after giving effect to any concurrent prepayment of the Dollar Tranche Revolving Loans in accordance with Section 2.11, the Dollar Amount of the sum of the total Dollar Tranche Revolving Credit Exposures would exceed the aggregate Dollar Tranche Commitments and (iii) the Company shall not terminate or reduce the Multicurrency Tranche Commitments if, after giving effect to any concurrent prepayment of the Multicurrency Tranche Revolving Loans in accordance with Section 2.11, the Dollar Amount of the sum of the total Multicurrency Tranche Revolving Credit Exposures would exceed the aggregate Multicurrency Tranche Commitments. (c) The 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 thereof. Each notice delivered by the Company pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments of any Class delivered by the 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 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 respective Commitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Additional Closing Date Term Loan Commitments shall terminate at 5:00 p.m. (p.m., New York City time) , on the Restatement Effective Date if the Company fails to meet the conditions precedent in Section 4.01 and in Section 4 of the Amendment and Restatement Agreement by such time orClosing Date, if earlier, immediately after they are fully funded and (ii) all other the Delayed Draw Commitments shall terminate at 5:00 p.m., New York City time, on June 30, 1999, and (iii) the Revolving Commitments and the Swingline Commitments shall terminate on the Final Maturity Date. (b) The Company Borrower may at any time terminate, or from time to time reduce, the Revolving Commitments, the Closing Date Term Loan Commitments of any Classor the Delayed Draw Commitments; 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 $5,000,000, 10,000,000 and (ii) the Company Borrower shall not terminate or reduce the Dollar Tranche Revolving Commitments if, after giving effect to any concurrent prepayment of the Dollar Tranche Revolving Loans in accordance with Section 2.11, the Dollar Amount of the sum of the total Dollar Tranche Revolving Credit Exposures would exceed the aggregate Dollar Tranche Commitments and (iii) the Company shall not terminate or reduce the Multicurrency Tranche Commitments if, after giving effect to any concurrent prepayment of the Multicurrency Tranche total Revolving Loans in accordance with Section 2.11, the Dollar Amount of the sum of the total Multicurrency Tranche Revolving Credit Exposures would exceed the aggregate Multicurrency Tranche Commitments. (c) If any prepayment of Term Borrowings is required pursuant to Section 2.11 but cannot be made because there are no Term Borrowings outstanding, or because the amount of the required prepayment exceeds the outstanding amount of Term Borrowings, then, on the date that such prepayment is required, the Revolving Commitments shall be 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 Borrowings, as the case may be. (d) The Company Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments of any Class 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 Company Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Revolving Commitments of any Class delivered by the Company 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 Company Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the applicable Lenders in accordance with their respective Commitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Additional Term Loan Commitments shall terminate at 5:00 p.m. (New York City time) on the Restatement Effective Date if the Company fails to meet the conditions precedent in Section 4.01 and in Section 4 of the Amendment and Restatement Agreement by such time or, if earlier, immediately after they are fully funded and (ii) all other Revolving Facility Commitments shall terminate on the Revolving Facility Maturity Date. (b) The Company U.S. Borrower may at any time terminate, or from time to time reduce, the U.S. Revolving Facility Commitments of and the Canadian Borrower may at any Classtime terminate, or from time to time reduce, the Canadian Revolving Facility Commitments; provided provided, that (i) each reduction of the Revolving Facility Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 1 million and not less than $5,000,0005 million (or, if less, the remaining amount of the U.S. Revolving Facility Commitments or Canadian Revolving Facility Commitments, as applicable), and (ii) the Company no Borrower shall not terminate or reduce the Dollar Tranche Revolving Facility Commitments if, after giving effect to any concurrent prepayment of the Dollar Tranche Revolving Loans in accordance with Section 2.11, the Dollar Amount of the sum of the total Dollar Tranche U.S. Revolving Facility Credit Exposures Exposure would exceed the aggregate Dollar Tranche Commitments and (iii) U.S. Line Cap or the Company shall not terminate or reduce the Multicurrency Tranche Commitments if, after giving effect to any concurrent prepayment of the Multicurrency Tranche Canadian Revolving Loans in accordance with Section 2.11, the Dollar Amount of the sum of the total Multicurrency Tranche Revolving Facility Credit Exposures Exposure would exceed the aggregate Multicurrency Tranche CommitmentsCanadian Line Cap. (c) The Company applicable Borrowers shall notify the Administrative Agent of any election to terminate or reduce the Revolving Facility Commitments of any Class under paragraph (b) of this Section 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 Company a Borrower pursuant to this Section shall be irrevocable; provided provided, that a notice of termination of the Revolving Facility Commitments of any Class delivered by the Company 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 Company 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 Revolving Facility Commitments of any Class shall be permanent. Each reduction of the Revolving Facility Commitments of any Class shall be made ratably among the applicable Lenders in accordance with their respective U.S. Revolving Facility Commitments of such Classor Canadian Revolving Facility Commitments, as applicable.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Additional Term Loan Commitments shall terminate at 5:00 p.m. (New York City time) on the Restatement Effective Date if the Company fails to meet the conditions precedent in Section 4.01 and in Section 4 of the Amendment and Restatement Agreement by such time or, if earlier, immediately after they are fully funded and (ii) all other Commitments shall terminate on the Maturity Date. (b) The Company may at any time terminate, or from time to time reduce, the Commitments of any Class; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 the Borrowing Multiple and not less than $5,000,000the Borrowing Minimum, (ii) the Company shall not terminate or reduce the Dollar Tranche Commitments if, after giving effect to any concurrent prepayment of the Dollar Tranche Revolving Loans in accordance with Section 2.11, the Dollar Amount of the sum of the total Dollar Tranche Revolving Credit Exposures would exceed the aggregate Dollar Tranche Commitments and (iii) the Company shall not terminate or reduce the Multicurrency Tranche Commitments if, after giving effect to any concurrent prepayment of the Multicurrency Tranche Revolving Committed Loans in accordance with Section 2.11, (w) the aggregate Multicurrency Revolving Exposures would exceed the aggregate Multicurrency Commitments, (x) the aggregate amount of the Multicurrency Lenders’ Multicurrency Revolving Exposures of all Multicurrency Revolving Committed Loans denominated in Designated Foreign Currencies would exceed the Designated Foreign Currency Sublimit, (iii) if, after giving effect to any reduction of the Multicurrency Commitments, the Designated Foreign Currency Sublimit exceeds the amount of the Multicurrency Commitments, such Designated Foreign Currency Sublimit shall be automatically reduced by the amount of such excess, (iv) the Company shall not terminate or reduce the Yen Enabled Commitments if, after giving effect to any concurrent prepayment of the Yen Enabled Revolving Loans in accordance with Section 2.11, the Dollar Amount of the sum of the total Multicurrency Tranche Revolving Credit aggregate Yen Enabled Exposures would exceed the aggregate Multicurrency Tranche Yen Enabled Commitments and (v) the Company shall not terminate or reduce the Singapore Dollar Enabled Commitments if, after giving effect to any concurrent prepayment of the Singapore Dollar Enabled Revolving Loans in accordance with Section 2.11, the aggregate Singapore Dollar Enabled Exposures would exceed the aggregate Singapore Dollar Enabled Commitments. (c) The Company shall notify the Administrative Agent of any election to terminate or reduce the Commitments of any Class under paragraph subsection (b) of this Section at least three (3) two Business Days prior to the effective date of such termination or reductionreduction (or in the event of a termination or reduction of any outstanding Loans denominated in a Designated Foreign Currency or Singapore Dollars, at least four Business Days prior) (or, in each case, such shorter period of time acceptable to the Administrative Agent), specifying such election and the effective date thereofof such election. Promptly following receipt of any such notice, the Administrative Agent shall advise the applicable Lenders of the contents thereof. Each notice delivered by the Company pursuant to this Section shall be irrevocable; provided that a notice of termination or reduction of the Commitments of any Class delivered by the Company may state that such notice is conditioned upon the effectiveness of other credit facilitiesfacilities or Debt, 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. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the applicable Lenders in accordance with their respective Commitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Additional Term A-1 Loan Commitments shall terminate at 5:00 p.m. (New York City time) on and the Restatement Effective Date if the Company fails to meet the conditions precedent in Section 4.01 and in Section 4 of the Amendment and Restatement Agreement by such time or, if earlier, immediately after they are fully funded and (ii) all other Term A-2 Loan Commitments shall terminate on the Term Loan Commitment Expiration Date and (ii) the Revolving Commitments shall terminate on the Revolving Credit Maturity Date. (b) The Company may at any time terminate, or from time to time reduce, the Revolving Commitments, the Term A-1 Loan Commitments of any Classand/or the Term A-2 Loan Commitments; provided that (i) each reduction of the Revolving Commitments, the Term A-1 Loan Commitments of any Class or the Term A-2 Loan Commitments, as applicable, shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000, 5,000,000 and (ii) the Company shall not terminate or reduce the Dollar Tranche Revolving Commitments if, after giving effect to any concurrent prepayment of the Dollar Tranche Revolving Loans in accordance with Section 2.11, (A) any Lender’s Revolving Credit Exposure would exceed its Revolving Commitment or (B) the Dollar Amount of the sum of the total Dollar Tranche Total Revolving Credit Exposures Exposure would exceed the aggregate Dollar Tranche Commitments and (iii) the Company shall not terminate or reduce the Multicurrency Tranche Commitments if, after giving effect to any concurrent prepayment of the Multicurrency Tranche Revolving Loans in accordance with Section 2.11, the Dollar Amount of the sum of the total Multicurrency Tranche Revolving Credit Exposures would exceed the aggregate Multicurrency Tranche Commitments. (c) The Company shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments, the Term A-1 Loan Commitments of any Class or the Term A-2 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 Lenders of the applicable Class of the contents thereof. Each notice delivered by the Company pursuant to this Section shall be irrevocable; provided that a notice of termination of the Revolving Commitments, the Term A-1 Loan Commitments of any Class or the Term A-2 Loan Commitments delivered by the Company may state that such notice is conditioned upon the effectiveness of other credit facilitiesfacilities or one or more other events specified therein, 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. Any termination or reduction of the Revolving Commitments, the Term A-1 Loan Commitments of any Class or the Term A-2 Loan Commitments shall be permanent. Each reduction of the Revolving Commitments, the Term A-1 Loan Commitments of any Class or the Term A-2 Loan Commitments shall be made ratably among the applicable Lenders in accordance with their respective Revolving Commitments, Term A-1 Loan Commitments of such Classor Term A-2 Loan Commitments, as applicable. (d) The Term A-1 Loan Commitments and the Term A-2 Loan Commitments shall be reduced pursuant to Section 4.02(b), to the extent required thereunder.

Termination and Reduction of Commitments. (a) Unless previously terminated, the Revolving Facility Commitments of each Class shall automatically and permanently terminate on the applicable Revolving Facility Maturity Date for such Class. On the Closing Date (i) after giving effect to the Additional funding of the Initial Euro Term Loans to be made on such date), the Initial Euro Term Loan Commitments shall terminate at 5:00 p.m. (New York City time) on of each Term Lender with an Initial Euro Term Loan Commitment as of the Restatement Closing Date will automatically and permanently terminate. On the Amendment No. 1 Effective Date if (after giving effect to the Company fails to meet the conditions precedent in Section 4.01 and in Section 4 funding of the Amendment Tranche B-1 Dollar Term Loans by the Additional Tranche B-1 Dollar Term Lender representing the full amount of the Additional Tranche B-1 Dollar Term Commitment to be made on such date), the Additional Tranche B-1 Dollar Term Commitment of the Additional Tranche B-1 Dollar Term Lender will automatically and Restatement Agreement by such time or, if earlier, immediately after they are fully funded and (ii) all other Commitments shall terminate on the Maturity Datepermanently terminate. (b) The Company Parent may at any time terminate, or from time to time reduce, the Revolving Facility Commitments of any Class; provided provided, that (i) each reduction of the Revolving Facility Commitments of any Class shall be in an amount that is an integral multiple of the Dollar Equivalent of $1,000,000 and not less than the Dollar Equivalent of $5,000,0005,000,000 (or, if less, the remaining amount of the Revolving Facility Commitments of such Class) and (ii) the Company Parent shall not terminate or reduce the Dollar Tranche Revolving Facility Commitments of any Class if, after giving effect to any concurrent prepayment of the Dollar Tranche Revolving Facility Loans in accordance with Section 2.11, the Dollar Amount 2.11 and any Cash Collateralization of the sum Letters of the total Dollar Tranche Revolving Credit Exposures would exceed the aggregate Dollar Tranche Commitments and (iii) the Company shall not terminate or reduce the Multicurrency Tranche Commitments if, after giving effect to any concurrent prepayment of the Multicurrency Tranche Revolving Loans in accordance with Section 2.112.05(j), as applicable, the Dollar Amount Revolving Facility Credit Exposure of such Class (excluding any Cash Collateralized Letter of Credit, to the sum of the total Multicurrency Tranche Revolving Credit Exposures extent so Cash Collateralized) would exceed the aggregate Multicurrency Tranche Commitmentstotal Revolving Facility Commitments of such Class. (c) The Company Parent shall notify the Administrative Agent of any election to terminate or reduce the Revolving Facility Commitments of any Class under paragraph clause (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 Company Parent pursuant to this Section 2.08 shall be irrevocable; provided provided, that a notice of termination or reduction of the Revolving Facility Commitments of any Class delivered by the Company Parent 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 Company Parent (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the applicable Lenders in accordance with their respective Commitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Additional Term Loan Tranche A Commitments and Tranche B Commitments shall terminate at 5:00 p.m. (p.m., New York City time) , on the Restatement Effective Date if the Company fails to meet the conditions precedent in Section 4.01 and in Section 4 of the Amendment and Restatement Agreement by such time or, if earlier, immediately after they are fully funded and (ii) all other the Revolving Commitments shall terminate on the Revolving Maturity Date. (b) The Company may Cayman Borrower and the U.S. Borrower, as applicable, may, without premium or penalty, at any time terminate, or from time to time reduce, the Commitments of any Class; , provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000, 5,000,000 and (ii) the Company Cayman Borrower shall not terminate or reduce the Dollar Tranche Revolving Commitments if, after giving effect to any concurrent prepayment of the Dollar Tranche Revolving Loans in accordance with Section 2.11, the Dollar Amount of the sum of the total Dollar Tranche Revolving Credit Exposures would exceed the aggregate Dollar Tranche Commitments and (iii) the Company shall not terminate or reduce the Multicurrency Tranche Commitments if, after giving effect to any concurrent prepayment of the Multicurrency Tranche total Revolving Loans in accordance with Section 2.11, the Dollar Amount of the sum of the total Multicurrency Tranche Revolving Credit Exposures would exceed the aggregate Multicurrency Tranche Commitments. (c) The Company applicable Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments of any Class under paragraph (b) of this Section 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 87 80 notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by either of the Company Borrowers pursuant to this Section shall be irrevocable; , provided that a notice of termination of the Revolving Commitments of any Class delivered by the Company Cayman 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 Company Cayman Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the applicable Lenders in accordance with their respective Commitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Additional Term Loan Commitments shall terminate at 5:00 p.m. (New York City time) on the Restatement Effective Date if the Company fails to meet the conditions precedent in Section 4.01 and in Section 4 of the Amendment and Restatement Agreement by such time or, if earlier, immediately after they are fully funded and (ii) all other Commitments shall terminate on the Maturity Date. (b) The Company Borrower may at any time terminate, or from time to time reduce, the Commitments of any Class; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000, (ii) the Company Borrower shall not terminate or reduce the Dollar Tranche Commitments if, after giving effect to any concurrent prepayment of the Dollar Tranche Revolving Loans in accordance with Section 2.11, the Dollar Amount of the sum of the total Dollar Tranche Revolving Credit Exposures would exceed the aggregate total Dollar Tranche Commitments and (iii) the Company Borrower shall not terminate or reduce the Multicurrency Tranche Commitments if, after giving effect to any concurrent prepayment of the Multicurrency Tranche Revolving Loans in accordance with Section 2.11, the Dollar Amount of the sum of the total Multicurrency Tranche Revolving Credit Exposures would exceed the aggregate total Multicurrency Tranche Commitments. (c) The Company 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 contents thereof. Each notice delivered by the Company Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments of any Class delivered by the Company 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 Company Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the applicable Lenders in accordance with their respective Commitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Additional Term Loan Tranche A Commitments shall terminate at 5:00 p.m. (New York City time) on the Restatement Effective Date if the Company fails to meet the conditions precedent in Section 4.01 and in Section 4 of the Amendment and Restatement Agreement by such time or, if earlier, immediately after they are fully funded and (ii) all other Tranche B Commitments shall will terminate on the Maturity Tranche A Availability Period End Date and the Tranche B Availability Period End Date, respectively. (b) The Company Borrower may at any time terminate, or from time to time reduce, the Commitments of any Class; provided that (i) the amount of each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 100,000 and not less than $5,000,0001,000,000, or the amount necessary to reduce the Commitments in any Class to $0, (ii) the Company Borrower shall not terminate or reduce the Dollar Tranche Commitments if, after giving effect to any concurrent prepayment thereto, the aggregate outstanding principal amount of the Dollar Tranche Revolving A Loans in accordance with Section 2.11, the Dollar Amount of the sum of the total Dollar Tranche Revolving Credit Exposures would exceed the aggregate Dollar Tranche A Commitments or the aggregate outstanding principal amount of the Tranche B Loans would exceed the aggregate Tranche B Commitments, and (iii) the Company shall Borrower may not terminate or reduce the Multicurrency Tranche B Commitments if, after giving effect prior to any concurrent prepayment the first anniversary of the Multicurrency Tranche Revolving Loans in accordance with Section 2.11, the Dollar Amount of the sum of the total Multicurrency Tranche Revolving Credit Exposures would exceed the aggregate Multicurrency Tranche CommitmentsEffective Date. (c) The Company Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments of any Class under paragraph subsection (b) 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 Company Borrower pursuant to this Section shall will be irrevocable; provided that a notice of termination of the Commitments of any Class delivered by the 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 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 35 41 any Class shall will be permanent. Each reduction of the Commitments of any Class shall permanent and will be made ratably among the applicable Lenders in accordance with their respective Commitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Additional Term Loan Commitments shall terminate at 5:00 p.m. (p.m., New York City time) , on the Restatement Effective Date if the Company fails to meet the conditions precedent in Section 4.01 and in Section 4 of the Amendment and Restatement Agreement by such time or, if earlier, immediately after they are fully funded and (ii) all other the Revolving Commitments shall terminate on the Revolving Maturity Date; provided, however, that all the Commitments shall terminate at 3:00 p.m., New York City time, on August 15, 2001 if the Effective Date has not occurred by such date. (b) The Company Borrower may at any time terminate, or from time to time reduce, the Commitments of any Class; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000, (ii) the Company Borrower shall not terminate or reduce the Dollar Tranche Revolving Commitments if, after giving effect to any concurrent prepayment of the Dollar Tranche Revolving Loans in accordance with Section 2.112.10, the Dollar Amount of the sum of the total Dollar Tranche Revolving Credit Exposures would exceed the aggregate Dollar Tranche Commitments and (iii) the Company shall not terminate or reduce the Multicurrency Tranche Commitments if, after giving effect to any concurrent prepayment of the Multicurrency Tranche total Revolving Loans in accordance with Section 2.11, the Dollar Amount of the sum of the total Multicurrency Tranche Revolving Credit Exposures would exceed the aggregate Multicurrency Tranche Commitments. (c) The Company 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 contents thereof. Each notice delivered by the Company Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Revolving Commitments of any Class delivered by the Company 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 Company Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the applicable Lenders in accordance with their respective Commitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Additional Term Loan Commitments shall terminate at 5:00 p.m. (New York City time) on the Restatement Effective Date if the Company fails to meet the conditions precedent in Section 4.01 and in Section 4 of the Amendment and Restatement Agreement by such time or, if earlier, immediately after they are fully funded and (ii) all other Class C Commitments shall terminate on the Class C Maturity Date and (ii) the Class D Commitments shall terminate on the Class D Maturity Date. (b) The Company Borrower may at any time terminate, or from time to time reduce, the Commitments of any Class, without premium or penalty; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 500,000 and not less than $5,000,000, 5,000,000 and (ii) the Company Borrower shall not terminate or reduce the Dollar Tranche Commitments of any Class if, after giving effect to any concurrent prepayment of the Dollar Tranche Revolving Loans in accordance with Section 2.112.10, the Dollar Amount of the sum of the total Dollar Tranche Revolving Credit Exposures of such Class would exceed the aggregate Dollar Tranche total Commitments and (iii) the Company shall not terminate or reduce the Multicurrency Tranche Commitments if, after giving effect to any concurrent prepayment of the Multicurrency Tranche Revolving Loans in accordance with Section 2.11, the Dollar Amount of the sum of the total Multicurrency Tranche Revolving Credit Exposures would exceed the aggregate Multicurrency Tranche Commitmentssuch Class. (c) To the extent that Asset Dispositions in any fiscal year of the Parent are consummated with respect to assets with an aggregate fair market value exceeding $200,000,000 and any Net Cash Proceeds are received by or on behalf of the Borrower or any Subsidiary in respect of such excess Asset Dispositions, the Commitments of the Lenders shall be reduced ratably in an aggregate amount equal to 100% of such Net Cash Proceeds; provided that, if any Senior Secured Notes are outstanding, the Borrower shall offer to prepay such outstanding Senior Secured Notes in an aggregate principal amount equal to such Net Cash Proceeds as provided in the Senior Notes Indenture and any such reduction in the Commitments pursuant to this paragraph shall be in an amount equal to the excess of such Net Cash Proceeds over the aggregate principal amount of Senior Secured Notes prepaid as a result of such offer. (d) The Company 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 contents thereof. Each notice delivered by the Company Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments of any Class delivered by the Company 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 Company Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each Except as provided in Section 2.19(b), each reduction of the Commitments of any Class shall be made ratably among the applicable Lenders in accordance with their respective Commitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Additional Term Loan Commitments shall terminate at 5:00 p.m. (New York City time) on the Restatement Effective Date if the Company fails to meet the conditions precedent in Section 4.01 and in Section 4 of the Amendment and Restatement Agreement by such time or, if earlier, immediately after they are fully funded and (ii) all other Revolving Facility Commitments shall terminate on the Revolving Facility Maturity Date, (ii) Term A Loan Commitments shall be automatically and permanently reduced to $0 upon the funding of the Term A Loans on the Closing Date, and (iii) the Term B Loan Commitments shall be automatically and permanently reduced to $0 upon the funding of the Term B Loans on the Closing Date. (b) The Company Borrower may at any time terminate, or from time to time reducereduce the Revolving Facility Commitments; provided, the Commitments of any Class; provided that (i) each such 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 $5,000,0005.0 million (or, if less, the remaining amount of the Revolving Facility Commitments) and (ii) the Company Borrower shall not terminate or reduce the Dollar Tranche Revolving Facility Commitments if, after giving effect to any concurrent prepayment of the Dollar Tranche Revolving Facility Loans in accordance with Section 2.112.12, the Dollar Amount of the sum of the total Dollar Tranche Revolving Facility Credit Exposures Exposure would exceed the aggregate Dollar Tranche Commitments and (iii) the Company shall not terminate or reduce the Multicurrency Tranche Commitments if, after giving effect to any concurrent prepayment of the Multicurrency Tranche total Revolving Loans in accordance with Section 2.11, the Dollar Amount of the sum of the total Multicurrency Tranche Revolving Credit Exposures would exceed the aggregate Multicurrency Tranche Facility Commitments. (c) The Company Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Facility Commitments of any Class under paragraph clause (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 Company Borrower pursuant to this Section shall be irrevocable; provided provided, that a notice of termination of the Revolving Facility Commitments of any Class delivered by the Company 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 Company Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the applicable Lenders in accordance with their respective Commitments of such ClassCommitments.

Termination and Reduction of Commitments. (a) Unless previously terminatedterminated in accordance with the terms of this Agreement, (i) the Additional Term Loan Commitments shall terminate at 5:00 p.m. (p.m., New York City time) time on the Restatement Second Amendment Effective Date if the Company fails to meet the conditions precedent in Section 4.01 and in Section 4 of the Amendment and Restatement Agreement by such time orDate, if earlier, immediately after they are fully funded and (ii) all other the Revolving Commitments shall terminate on the Maturity Date. (b) The Company Borrower may at any time terminate, or from time to time reduce, the Commitments of any Class; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000, 5,000,000 and (ii) the Company Borrower shall not terminate or reduce the Dollar Tranche Revolving Commitments if, after giving effect to any concurrent prepayment of the Dollar Tranche Revolving Loans in accordance with Section 2.11, the Dollar Amount of the sum of the total Dollar Tranche Revolving Credit Exposures would exceed the aggregate Dollar Tranche Commitments and (iii) the Company shall not terminate or reduce the Multicurrency Tranche Commitments if, after giving effect to any concurrent prepayment of the Multicurrency Tranche total Revolving Loans in accordance with Section 2.11, the Dollar Amount of the sum of the total Multicurrency Tranche Revolving Credit Exposures would exceed the aggregate Multicurrency Tranche Commitments. (c) If any Reduction of the Revolving Facility is required pursuant to Section 2.11, then, on the date that such Reduction is made, the Revolving Commitments shall be reduced by an aggregate amount equal to the amount of the required Reduction. (d) The Company Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments of any Class 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) 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 Company Borrower pursuant to this Section shall be irrevocable; provided that a notice of voluntary termination of the Revolving Commitments of any Class delivered by the Company 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 Company Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the applicable Lenders in accordance with their respective Commitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Additional Term Loan Commitments shall terminate at 5:00 p.m. (New York City time) on the Restatement Effective Date if the Company fails to meet the conditions precedent in Section 4.01 and in Section 4 of the Amendment and Restatement Agreement by such time or, if earlier, immediately after they are fully funded and (ii) all other Commitments shall terminate on the Maturity Date. (b) The Company Borrower may at any time terminate, or from time to time reduce, the Commitments of any ClassTranche A Commitments; provided that (i) each reduction of the Tranche A Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 500,000 and not less than $5,000,000, 2,500,000 and (ii) the Company Borrower shall not terminate or reduce the Dollar Tranche A Commitments if, after giving effect to any concurrent prepayment of the Dollar Tranche Revolving Loans in accordance with Section 2.11, the Dollar Amount of the sum of the total Dollar Tranche A Revolving Credit Exposures would exceed the aggregate Dollar total Tranche A Commitments. (c) Subject to the Tranche B Lenders right to exercise its conversion rights under Section 2.07 hereof, the Borrower may at any time terminate, or from time to time reduce, the Tranche B Commitments; provided that (i) each reduction of the Tranche B Commitments shall be in an amount that is an integral multiple of $500,000 and not less than $2,500,000, (iiiii) the Company Borrower shall not terminate or reduce the Multicurrency Tranche B Commitments unless the Tranche A Commitments have been reduced to zero and all other Loan Obligations (excluding the principal of the Tranche B Loans) have been repaid in full, and (iii) the Borrower shall not terminate or reduce the Tranche B Commitments if, after giving effect to any concurrent prepayment of the Multicurrency Tranche Revolving Loans in accordance with Section 2.11, the Dollar Amount of the sum of the total Multicurrency Tranche B Revolving Credit Exposures would exceed the aggregate Multicurrency total Tranche B Commitments. (cd) The Company Borrower shall notify the Administrative Agent of any election to terminate or reduce the Tranche A Commitments of any Class under paragraph (b) of this Section at least three six (36) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Tranche B Commitments under paragraph (c) of this Section at least ten (10) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof, which termination or reduction shall be subject to the Tranche B Lenders rights to exercise the conversion rights under Section 2.07 hereof at any time prior to the expiration of such ten (10) Business Day period. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Company Borrower pursuant to this Section 2.09 shall be irrevocable; provided that a notice of termination of the Tranche A Commitments of any Class or Tranche B Commitments delivered by the Company 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 Company 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 Tranche A Commitments of any Class or Tranche B Commitments shall be permanent. Each reduction of the Tranche A Commitments of any Class or Tranche B Commitments shall be made ratably among the applicable Lenders in accordance with their respective Tranche A Commitments or Tranche B Commitments. (e) If at any time the aggregate outstanding principal amount of all of the Loans made by any Lender shall exceed the amount of the Commitment of such Lender, the Borrower shall immediately upon receipt of notice thereof from the Administrative Agent or such Lender, or immediately upon the Borrower's acquiring actual knowledge thereof, prepay the Loans of such Lender to the extent necessary to eliminate such excess. (f) Notwithstanding anything herein to the contrary, the sum of the aggregate outstanding principal balance of all Loans made by all Lenders at any one time shall not exceed the aggregate amount of all Commitments as then in effect. If at any time the aggregate outstanding principal balance of the Loans exceeds the applicable limit stated in the immediately preceding sentence, the Borrower shall immediately upon receipt of notice thereof from the Administrative Agent or such Lender, or immediately upon the Borrower's acquiring actual knowledge thereof, prepay the Loans to the extent necessary to eliminate such excess. (g) Any reduction of the Commitments under this Section 2.09 shall apply as a proportional and permanent reduction of the Commitments of each of the Lenders. If the aggregate outstanding principal balance of the Loans exceeds any applicable limit specified hereunder after giving effect to any such Classreduction of the Commitments, Borrower shall immediately prepay such Loans to the extent necessary to eliminate such excess. (h) In the event any reduction in the Commitments is made in accordance with this Section 2.09, the Administrative Agent will issue to the Borrower and each Lender a revised Schedule 2.01 to this Agreement reflecting such reduction, which revised Schedule 2.01 shall supersede and replace the prior version thereof and shall be substituted by each party in lieu thereof.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) $65,500,000 of the Additional Term Loan Tranche A Commitments shall terminate at 5:00 p.m. (p.m., New York City time) , on the Restatement Effective Date if and the Company fails to meet the conditions precedent in Section 4.01 and in Section 4 remainder of the Amendment and Restatement Agreement by such time or, if earlier, immediately after they are fully funded and (ii) all other Tranche A Commitments shall terminate on the date that is six months after the Effective Date, (ii) the Tranche B Commitments and Tranche C Commitments shall terminate at 5:00 p.m., New York City time, on the Effective Date and (iii) the Revolving Commitments shall terminate on the Revolving Maturity Date. (b) The Company Borrower may at any time time, without premium or penalty, terminate, or from time to time reduce, the Commitments of any Class; , provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000, 10,000,000 and (ii) the Company Borrower shall not terminate or reduce the Dollar Tranche Revolving Commitments if, after giving effect to any concurrent prepayment of the Dollar Tranche Revolving Loans in accordance with Section 2.11, the Dollar Amount of the sum of the total Dollar Tranche Revolving Credit Exposures would exceed the aggregate Dollar Tranche Commitments and (iii) the Company shall not terminate or reduce the Multicurrency Tranche Commitments if, after giving effect to any concurrent prepayment of the Multicurrency Tranche total Revolving Loans in accordance with Section 2.11, the Dollar Amount of the sum of the total Multicurrency Tranche Revolving Credit Exposures would exceed the aggregate Multicurrency Tranche Commitments. (c) The Company 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 contents thereof. Each notice delivered by the Company Borrower pursuant to this Section shall be irrevocable; , provided that a notice of termination of the Revolving Commitments of any Class delivered by the Company 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 Company Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the applicable Lenders in accordance with their respective Commitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Additional Term Loan Commitments shall terminate at 5:00 p.m. (New York City time) on the Restatement Effective Date if the Company fails to meet the conditions precedent in Section 4.01 and in Section 4 of the Amendment and Restatement Agreement by such time or, if earlier, immediately after they are fully funded and (ii) all other Commitments shall terminate on the Maturity Date; provided that the Commitments shall terminate at 5:00 p.m., New York City time, on June 30, 2004, if the Effective Date shall not have occurred prior to such time. (b) The Company may at any time terminate, or from time to time reduce, the Commitments of any Class; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 the Borrowing Multiple and not less than $5,000,000the Borrowing Minimum, (ii) the Company shall not terminate or reduce the Dollar US Tranche Commitments if, after giving effect to any concurrent prepayment of the Dollar US Tranche Revolving Loans in accordance with Section 2.11, the Dollar Amount of the sum of the total Dollar aggregate US Tranche Revolving Credit Exposures and the aggregate Competitive Loan Exposures would exceed the aggregate Dollar US Tranche Commitments and Commitments, (iii) the Company shall not terminate or reduce the Multicurrency Swiss Tranche Commitments if, after giving effect to any concurrent prepayment of the Multicurrency Swiss Tranche Revolving Loans in accordance with Section 2.11, the Dollar Amount of the sum of the total Multicurrency aggregate Swiss Tranche Revolving Credit Exposures would exceed the aggregate Multicurrency Swiss Tranche Commitments and (iv) the Company shall not terminate or reduce the Japanese Tranche Commitments if, after giving effect to any concurrent prepayment of the Japanese Tranche Revolving Loans in accordance with Section 2.11, the aggregate Japanese Tranche Exposures would exceed the aggregate Japanese Tranche Commitments. (c) The 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 thereofof such election. Promptly following receipt of any such notice, the Administrative Agent shall advise the other Agents and the applicable Lenders of the contents thereof. Each notice delivered by the Company pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments of any Class delivered by the 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 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 respective Commitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Additional Term Loan Commitments shall automatically terminate at 5:00 p.m. (p.m., New York City time) , on the Restatement Effective Date if the Company fails to meet the conditions precedent in Section 4.01 and in Section 4 of the Amendment and Restatement Agreement by such time orDate, if earlier, immediately after they are fully funded and (ii) all other the Revolving Commitments shall automatically terminate on the Revolving Maturity Date. (b) The Company may at any time terminate, or from time to time permanently reduce, the Commitments of any Class; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000, 5,000,000 and (ii) the Company shall not terminate or reduce the Dollar Tranche Revolving Commitments if, after giving effect to any concurrent prepayment of the Dollar Tranche Revolving Loans in accordance with Section 2.112.10, the Dollar Amount of the sum of the total Dollar Tranche Aggregate Revolving Credit Exposures Exposure would exceed the aggregate Dollar Tranche Commitments and (iii) the Company shall not terminate or reduce the Multicurrency Tranche Commitments if, after giving effect to any concurrent prepayment of the Multicurrency Tranche Aggregate Revolving Loans in accordance with Section 2.11, the Dollar Amount of the sum of the total Multicurrency Tranche Revolving Credit Exposures would exceed the aggregate Multicurrency Tranche CommitmentsCommitment. (c) The 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 not later than 12:00 noon, Local Time, on the effective date of such termination or reduction, specifying such election and the effective date thereof; provided that, at any time when there are Eurocurrency Revolving Borrowings outstanding, in the case of any reduction of the Revolving Commitments to be made within the last two Business Days of any Interest Period, such notice shall be required to be delivered not later than 12:00 noon, Local Time, two Business Days before the date of such reduction; and provided further that if a Borrower delivers an Interest Election Request in respect of the conversion or continuation of any Borrowing, such reduction shall not become effective until the Interest Period applicable to such Borrowing at the time such Interest Election Request is delivered has expired. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the applicable Class of the contents thereof. Each notice delivered by the Company pursuant to this Section shall be irrevocable; provided that a notice of termination or reduction of the Revolving Commitments under paragraph (b) of any Class delivered by the Company 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 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 respective Commitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Additional Term Loan Commitments shall terminate at 5:00 p.m. (New York City time) on the Restatement Effective Date if the Company fails to meet the conditions precedent in Section 4.01 and in Section 4 of the Amendment and Restatement Agreement by such time or, if earlier, immediately after they are fully funded and (ii) all other Revolving Facility Commitments shall terminate on the Revolving Facility Maturity Date and (ii) the Term A Loan Commitments shall be automatically and permanently reduced to $0 upon the funding of the Term A Loans on the Closing Date. (b) The Company Borrower may at any time terminate, or from time to time reducereduce the Revolving Facility Commitments; provided, the Commitments of any Class; provided that (i) each such reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,0005,000,000 (or, if less, the remaining amount of the Revolving Facility Commitments), (ii) the Company Borrower shall not terminate or reduce the Dollar Tranche Revolving Facility Commitments if, after giving effect to any concurrent prepayment of the Dollar Tranche Revolving Loans in accordance with Section 2.112.12, the Dollar Amount of the sum of (w) the total Dollar Tranche Revolving Facility Credit Exposures Exposure would exceed the total Revolving Facility Commitments, (x) the aggregate Dollar Tranche Commitments amount of Alternative Currency Loans under the Revolving Facility outstanding would exceed the Alternative Currency Sublimit, (y) the aggregate principal amount of Swingline Loans would exceed the Swingline Sublimit or (z) the Outstanding Amount of all L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit and (iii) the Company each reduction shall not terminate or reduce the Multicurrency Tranche Commitments if, after giving effect to any concurrent prepayment be applied ratably among all Classes of the Multicurrency Tranche Revolving Loans in accordance with Section 2.11, the Dollar Amount of the sum of the total Multicurrency Tranche Revolving Credit Exposures would exceed the aggregate Multicurrency Tranche Facility Commitments. (c) The Company Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Facility Commitments of any Class under paragraph clause (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 Company Borrower pursuant to this Section shall be irrevocable; provided provided, that a notice of termination of the Revolving Facility Commitments of any Class delivered by the Company Borrower may state that such notice is conditioned upon the effectiveness of other credit facilitiesfacilities or the occurrence of any transaction anticipated to occur in connection with such termination, in which case such notice may be revoked by the Company Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the applicable Lenders in accordance with their respective Commitments of such ClassCommitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Additional Term Revolving Loan Commitments shall terminate at 5:00 p.m. (New York City time) on the Restatement Effective Date if the Company fails to meet the conditions precedent in Section 4.01 and in Section 4 of the Amendment and Restatement Agreement by such time or, if earlier, immediately after they are fully funded and (ii) all other Commitments shall terminate on the Maturity Date. (b) The Company Revolving Loan Commitments shall automatically reduce by the amount of any payments made on the Revolving Loans pursuant to Section 2.08 (c). (c) The Borrowers may at any time terminate, terminate or from time to time reduce, reduce the Commitments of any ClassRevolving Loan Commitments; provided that (iA) each reduction of the Revolving Loan Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000, 1,000,000 (iiB) the Company Borrowers shall not terminate or reduce the Dollar Tranche Revolving Loan Commitments if, after giving effect to any concurrent prepayment of the Dollar Tranche Revolving Loans in accordance with Section 2.112.09, the Dollar Amount of the sum of the total Dollar Tranche Revolving Credit Exposures would exceed the aggregate Dollar Tranche total Revolving Loan Commitments and (iiiC) the Company aggregate principal amount of all Foreign Revolving Loans at any time outstanding, shall not terminate or reduce the Multicurrency Tranche Commitments if, after giving effect to any concurrent prepayment of the Multicurrency Tranche Revolving Loans in accordance with Section 2.11, the Dollar Amount of the sum exceed sixty percent (60%) of the total Multicurrency Tranche of all the Revolving Credit Exposures would exceed the aggregate Multicurrency Tranche CommitmentsLenders’ Revolving Loan Commitments as such commitments are reduced pursuant to this Section 2.07. (cd) The Company Borrowers shall notify the Administrative Agent of any election to terminate or reduce the Revolving Loan Commitments of any Class under paragraph (bc) of this Section at least no earlier than thirty (30) days and no later than 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 Company Borrowers pursuant to this Section shall be irrevocable; provided that a notice of termination of the Revolving Loan Commitments of any Class delivered by the Company Domestic 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 Company Domestic 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 of any Class shall be permanent. Each reduction of the Revolving Loan Commitments of any Class shall be made ratably among the applicable Revolving Lenders in accordance with their respective Commitments of such ClassRevolving Loan Commitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Additional Initial Term Loan Commitments shall automatically terminate on the earlier of (x) the Closing Date (upon funding of the Initial Term Loans) and (y) 11:59 p.m., New York City time on September 17, 2014, and (ii) the Revolving Commitments shall automatically terminate on the Revolving Maturity Date (or, if the Closing Date has not occurred on or prior to September 17, 2014, at 5:00 p.m. (11:59 p.m., New York City time) , on the Restatement Effective Date if the Company fails to meet the conditions precedent in Section 4.01 and in Section 4 of the Amendment and Restatement Agreement by such time orSeptember 17, if earlier, immediately after they are fully funded and (ii) all other Commitments shall terminate on the Maturity Date2014). (b) The Company may at any time terminate, or from time to time permanently reduce, the Commitments of any Class; provided that (i) each partial reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000, 5,000,000 and (ii) the Company shall not terminate or reduce the Dollar Tranche Revolving Commitments if, after giving effect to any concurrent prepayment of the Dollar Tranche Revolving Loans or Swingline Loans in accordance with Section 2.11, the Dollar Amount of the sum of the total Dollar Tranche Aggregate Revolving Credit Exposures Exposure would exceed the aggregate Dollar Tranche Commitments and (iii) the Company shall not terminate or reduce the Multicurrency Tranche Commitments if, after giving effect to any concurrent prepayment of the Multicurrency Tranche Aggregate Revolving Loans in accordance with Section 2.11, the Dollar Amount of the sum of the total Multicurrency Tranche Revolving Credit Exposures would exceed the aggregate Multicurrency Tranche CommitmentsCommitment. (c) The Company 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 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 Company pursuant to this Section 2.08 shall be irrevocable; provided that a notice of termination or reduction of the Revolving Commitments of any Class delivered by the Company 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 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 respective Commitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Additional Term Loan Commitments shall terminate at the earlier of (x) upon the making of the Initial Term Loans hereunder on the Closing Date and (y) 5:00 p.m. (p.m., New York City time) , on the Restatement Effective Closing Date if the Company fails to meet the conditions precedent in Section 4.01 and in Section 4 of the Amendment and Restatement Agreement by such time or, if earlier, immediately after they are fully funded and (ii) all other the Delayed Draw Commitments shall automatically terminate (x) to the extent the Delayed Draw Termination Date occurs pursuant to clause (a) of the definition thereof, on the Maturity Delayed Draw Termination Date after the funding of the Delayed Draw Term Loans, or (y) to the extent the Delayed Draw Termination Date occurs pursuant to clause (b) of the definition thereof, at 5:00 p.m., New York City time, on the Delayed Draw Termination Date. (b) The Company Borrower may at any time terminate, or from time to time reduce, the unfunded Commitments of any Class; , provided that (i) each reduction of the Delayed Draw Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000, 5,000,000 unless such amount represents all of the remaining Delayed Draw Commitments and (ii) the Company shall not terminate or reduce the Dollar Tranche Commitments if, after giving effect to any concurrent prepayment each reduction of the Dollar Tranche Revolving Loans Commitments of any other Class shall be in accordance with Section 2.11, the Dollar Amount an amount that is an integral multiple of $500,000 and not less than $1,000,000 unless such amount represents all of the sum remaining Commitments of the total Dollar Tranche Revolving Credit Exposures would exceed the aggregate Dollar Tranche Commitments and (iii) the Company shall not terminate or reduce the Multicurrency Tranche Commitments if, after giving effect to any concurrent prepayment of the Multicurrency Tranche Revolving Loans in accordance with Section 2.11, the Dollar Amount of the sum of the total Multicurrency Tranche Revolving Credit Exposures would exceed the aggregate Multicurrency Tranche Commitmentssuch Class. (c) The Company Borrower shall notify the Administrative Agent in writing of any election to terminate or reduce the unfunded Commitments of any Class under paragraph (b) of this Section 2.08 at least three one (31) 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 Company Borrower pursuant to this Section 2.08 shall be irrevocable; provided that a notice of termination of the Commitments of any Class delivered by the 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 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 unfunded Commitments of any Class shall be permanent. Each reduction of the unfunded Commitments of any Class shall be made ratably among the applicable Lenders in accordance with their respective unfunded Commitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Additional Term Loan Commitments shall terminate at 5:00 p.m. (New York City time) on the Restatement Effective Date if the Company fails to meet the conditions precedent in Section 4.01 and in Section 4 of the Amendment and Restatement Agreement by such time or, if earlier, immediately after they are fully funded and (ii) all other Commitments shall terminate on the Maturity Date. (b) The Company Parent Borrower may at any time terminate, or from time to time reduce, the Commitments of any Class; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000, 5,000,000 and (ii) the Company Parent Borrower shall not terminate or reduce the Dollar Tranche Commitments if, after giving effect to of any concurrent prepayment of the Dollar Tranche Revolving Loans in accordance with Section 2.11, the Dollar Amount of the sum of Class if (A) the total Dollar Tranche Revolving Credit Exposures would exceed the aggregate Dollar Tranche total amount of the Commitments or (B) after giving pro forma effect to such reduction, the Availability Amount would be less than $10,000,000. In connection with such termination or reduction, the Borrowers shall pay the applicable Prepayment Fee (if any). No Prepayment Fee shall be payable on the Commitments in the event this Agreement is terminated in connection with a refinancing of the Obligations in a transaction in which General Electric Capital Corporation (or its Affiliates), together with certain co-lenders selected by General Electric Capital Corporation, (i) provides for the Borrowers, as debtors-in-possession, a senior secured, superpriority, priming debtor-in-possession credit facility pursuant to Section 364(d)(1) of the Bankruptcy Code; provided that the order approving such facility provides, pursuant to Section 364(d)(1) of the Bankruptcy Code, that the liens and security interests securing such facility are superior in priority to the liens and security interests granted (x) to secure the obligations evidenced by the Pre-Petition Loan Agreement, (y) to secure the obligations evidenced by the Senior First Lien Notes, and (iiiz) to secure the Company shall not terminate obligations evidenced by the Senior Second Lien Notes or reduce (ii) provides for the Multicurrency Tranche Commitments if, after giving effect to any concurrent prepayment Borrowers a credit facility in connection with a plan of reorganization confirmed in the Multicurrency Tranche Revolving Loans in accordance with Section 2.11, the Dollar Amount of the sum of the total Multicurrency Tranche Revolving Credit Exposures would exceed the aggregate Multicurrency Tranche CommitmentsChapter 11 Cases. (c) The Company Parent 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 with respect to such Class of Commitments of the contents thereof. Each notice delivered by the Company Parent Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments of any Class delivered by the Company 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 Company Parent Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the applicable Lenders in accordance with their respective Commitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Additional Term Loan Commitments shall automatically terminate at 5:00 p.m. (New York City time) upon the initial funding of the initial Term Loans on the Restatement Effective Date if the Company fails to meet the conditions precedent in Section 4.01 and in Section 4 of the Amendment and Restatement Agreement by such time orDate, if earlier, immediately after they are fully funded and (ii) all other the Revolving Commitments shall automatically terminate on the Revolving Maturity Date, and (iii) the 364-Day Commitments shall automatically terminate on the 364-Day Maturity Date. (b) The Company 364-Day Commitments shall automatically be reduced dollar-for-dollar by the amount of the net proceeds of any issuance by the Borrower of any debt securities of the Borrower after the Effective Date, such reduction being effective as of the Business Day next succeeding the date of the receipt of such net proceeds by the Borrower. (c) The Borrower may at any time terminate, or from time to time permanently reduce, the Commitments of any Class; provided that (i) each partial reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000, 5,000,000 and (ii) the Company Borrower shall not terminate or reduce the Dollar Tranche Revolving Commitments if, after giving effect to any concurrent prepayment of the Dollar Tranche Revolving Loans in accordance with Section 2.112.10, the Dollar Amount of the sum of the total Dollar Tranche Aggregate Revolving Credit Exposures Exposure would exceed the aggregate Dollar Tranche Commitments and (iii) the Company shall not terminate or reduce the Multicurrency Tranche Commitments if, after giving effect to any concurrent prepayment of the Multicurrency Tranche Aggregate Revolving Loans in accordance with Section 2.11, the Dollar Amount of the sum of the total Multicurrency Tranche Revolving Credit Exposures would exceed the aggregate Multicurrency Tranche CommitmentsCommitment. (cd) The Company Borrower shall notify the Administrative Agent of (i) any election to terminate or reduce the Commitments of any Class under paragraph (bc) 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 thereofthereof and (ii) any mandatory reduction of the 364-Day Commitments under paragraph (b) of this Section 2.07 on or prior to the effective date of such reduction. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the applicable Class of the contents thereof. Each notice delivered by the Company Borrower pursuant to this Section 2.07 shall be irrevocable; provided that a notice of termination or reduction of the Revolving Commitments of any Class delivered by the Company 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 Company Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the applicable Lenders in accordance with their respective Commitments of such Class.

Termination and Reduction of Commitments. (a) 3. Unless previously terminated, (i) the Additional Term Loan Revolving Facility Commitments shall terminate at 5:00 p.m. (New York City time) on the Restatement Effective Date if the Company fails to meet the conditions precedent in Section 4.01 and in Section 4 of the Amendment and Restatement Agreement by such time or, if earlier, immediately after they are fully funded and (ii) all other Commitments each Class shall terminate on the applicable Revolving Facility Maturity DateDate for such Class. (ba) The Company Borrower may at any time terminate, or from time to time reduce, the Revolving Facility Commitments of any Class; provided provided, that (i) each reduction of the Revolving Facility Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 250,000 and not less than $5,000,0001,000,000 (or, if less, the remaining amount of the Revolving Facility Commitments of such Class) and (ii) the Company Borrower shall not terminate or reduce the Dollar Tranche Revolving Facility Commitments of any Class if, after giving effect to any concurrent prepayment of the Dollar Tranche Revolving Facility Loans in accordance with Section 2.11, the Dollar Amount 2.11 and any Cash Collateralization of the sum Letters of the total Dollar Tranche Revolving Credit Exposures would exceed the aggregate Dollar Tranche Commitments and (iii) the Company shall not terminate or reduce the Multicurrency Tranche Commitments if, after giving effect to any concurrent prepayment of the Multicurrency Tranche Revolving Loans in accordance with Section 2.112.05(j) or (k), the Dollar Amount Revolving Facility Credit Exposure of the sum such Class (excluding any Cash Collateralized Letter of the total Multicurrency Tranche Revolving Credit Exposures Credit) would exceed the aggregate Multicurrency Tranche Commitmentstotal Revolving Facility Commitments of such Class. (cb) The Company Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Facility Commitments of any Class under paragraph (b) of this Section 2.08 at least 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 Company pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments of any Class delivered by the 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 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 respective Commitments of such Class.contents

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Additional Term Loan Commitments shall terminate at 5:00 p.m. (New York City time) on the Restatement Effective Date if the Company fails to meet the conditions precedent in Section 4.01 and in Section 4 of the Amendment and Restatement Agreement by such time or, if earlier, immediately after they are fully funded and (ii) all other Commitments shall terminate on the Maturity Date. (b) The Company may at any time terminate, or from time to time reduce, the Commitments of any ClassTranche; provided that (i) each reduction of the Commitments of any Class Tranche shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,0001,000,000, (ii) the Company shall not terminate or reduce the Dollar US Tranche Commitments if, after giving effect to any concurrent prepayment of the Dollar US Tranche Revolving Loans in accordance with Section 2.11, the Dollar Amount of the sum of the total Dollar US Tranche Revolving Credit Exposures of all US Tranche Lenders would exceed the aggregate Dollar total US Tranche Commitments of all US Tranche Lenders, and (iii) the Company shall not terminate or reduce the Multicurrency Tranche Commitments if, after giving effect to any concurrent prepayment payment of the Multicurrency Tranche Revolving Loans in accordance with Section 2.11, the Dollar Amount of the sum of the Multicurrency Tranche Exposures of all Multicurrency Tranche Lenders would exceed the total Multicurrency Tranche Revolving Credit Exposures would exceed the aggregate Commitments of all Multicurrency Tranche CommitmentsLenders. (c) The 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 applicable Lenders of the contents thereof. Each notice delivered by the Company pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments of any Class delivered by the 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 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 respective Commitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Additional Term Loan Commitments shall terminate at 5:00 p.m. (New York City time) on the Restatement Effective Date if the Company fails to meet the conditions precedent in Section 4.01 and in Section 4 of the Amendment and Restatement Agreement by such time or, if earlier, immediately after they are fully funded and (ii) all other Commitments shall terminate on the Maturity Termination Date. (b) The Upon at least three Business Days' prior irrevocable written notice to the Administrative Agent, the Company may at any time terminate, or from time to time reduce, the US Tranche Commitments, the Multicurrency Tranche Commitments of any Classor the Australian Tranche Commitments; provided that (i) each reduction of the Commitments of any such Class shall be in an amount that is an integral multiple of $US$1,000,000 and not less than $5,000,000, in a minimum amount of US$5,000,000 and (ii) the Company shall not terminate or reduce the Dollar US Tranche Commitments if, after giving effect to any concurrent prepayment of the Dollar Tranche Revolving Loans in accordance with Section 2.11this Agreement, (A) the Dollar Amount of the sum of the total Dollar aggregate US Tranche Revolving Credit Exposures would exceed the aggregate Dollar US Tranche Commitments or (B) the aggregate Revolving Exposures and Competitive Loan Exposures would exceed the aggregate Commitments, (iiiii) the Company shall not terminate or reduce the Multicurrency Tranche Commitments if, after giving effect to any concurrent prepayment of the Multicurrency Tranche Revolving Loans in accordance with Section 2.11this Agreement, (A) the Dollar Amount of the sum of the total aggregate Multicurrency Tranche Revolving Credit Exposures would exceed the aggregate Multicurrency Tranche Commitments or (B) the aggregate Revolving Exposures and Competitive Loan Exposures would exceed the aggregate Commitments and (iii) the Company shall not terminate or reduce the Australian Tranche Commitments if, after giving effect to any concurrent prepayment of Loans in accordance with this Agreement, (A) the aggregate Australian Tranche Revolving Exposures would exceed the aggregate Australian Tranche Commitments or (B) the aggregate Revolving Exposures and Competitive Loan Exposures would exceed the aggregate Commitments. (c) The Company shall notify the Administrative Agent in writing 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 noticenotice pursuant to this Section 2.07, the Administrative Agent shall advise the London Agent, the Australian Agent and the Lenders of the contents thereof. Each notice delivered by the Company pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments of any Class delivered by the 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 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 respective Commitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Additional Term Commitments (other than (x) any Incremental Term Loan Commitments Commitments, which shall terminate at as provided in the related Incremental Term Loan Assumption Agreement and (y) the commitment, if any, to provide Refinancing Term Loans) shall terminate upon the making of the Term Loans and in any event no later than 5:00 p.m. (p.m., New York City time) , on the Restatement Effective Date if the Company fails to meet the conditions precedent in Section 4.01 and in Section 4 of the Amendment and Restatement Agreement by such time orApril 30, if earlier2013, immediately after they are fully funded and (ii) all other the Revolving Commitments shall terminate on the Revolving Maturity Date. (b) The Company Borrower may at any time terminate, or from time to time reduce, the Commitments of any Class; , provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 100,000 and not less than $5,000,000, 1,000,000 and (ii) the Company Borrower shall not terminate or reduce the Dollar Tranche Revolving Commitments ifto the extent that, after giving effect to any concurrent prepayment of the Dollar Tranche Revolving Loans in accordance with Section 2.112.10, the Dollar Amount aggregate Revolving Exposures (excluding, in the case of any termination of the sum Revolving Commitments, the portion of the total Dollar Tranche Revolving Exposures attributable to outstanding Letters of Credit Exposures if and to the extent that the Borrower has cash collateralized such Letters of Credit or made other arrangements, in each case reasonably satisfactory to the Administrative Agent and the applicable Issuing Bank with respect to such Letters of Credit and the applicable Issuing Bank has released the Revolving Lenders from their participation obligations with respect to such Letters of Credit) would exceed the aggregate Dollar Tranche Commitments and (iii) the Company shall not terminate or reduce the Multicurrency Tranche Commitments if, after giving effect to any concurrent prepayment of the Multicurrency Tranche Revolving Loans in accordance with Section 2.11, the Dollar Amount of the sum of the total Multicurrency Tranche Revolving Credit Exposures would exceed the aggregate Multicurrency Tranche Commitments. (c) The Company 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 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 Company Borrower pursuant to this Section shall be irrevocable; , provided that a notice of termination or reduction of the Commitments of any Class delivered by the Company 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 or Equity Interests or the consummation of a Change in Control, in which case such notice may be revoked by the Company Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the applicable Lenders in accordance with their respective Commitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Additional Term Loan Commitments shall terminate at 5:00 p.m. (New York City time) on the Restatement Effective Date if the Company fails to meet the conditions precedent in Section 4.01 and in Section 4 of the Amendment and Restatement Agreement by such time or, if earlier, immediately after they are fully funded and (ii) all other Commitments each Class shall terminate on the Maturity Date for such Class. For the avoidance of doubt, on the Amendment Effective Date, the Revolving Facility Commitments in effect under the Existing Credit Agreement immediately prior to the effectiveness of the Amendment Agreement on the Amendment Effective Date shall be replaced with the 2018 Increased and Extended Revolving Facility Commitments and shall not remain outstanding after giving effect to the effectiveness of the Amendment Agreement on the Amendment Effective Date. (b) The Company Intermediate Holdings may at any time terminate, or from time to time reduce, the Commitments of any ClassCommitments; provided provided, that (i) each reduction of any Class of the Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 1.0 million and not less than $5,000,0005.0 million (or, if less, the remaining amount of any such Class of the Commitments) and (ii) the Company Intermediate Holdings shall not terminate or reduce the Dollar Tranche Commitments if, after giving effect to such termination or reduction and any concurrent prepayment of the Dollar Tranche Revolving Facility Loans in accordance with Section 2.11, the Dollar Amount 2.11 and any Cash Collateralization of the sum Letters of the total Dollar Tranche Revolving Credit Exposures would exceed the aggregate Dollar Tranche Commitments and (iii) the Company shall not terminate or reduce the Multicurrency Tranche Commitments if, after giving effect to any concurrent prepayment of the Multicurrency Tranche Revolving Loans in accordance with Section 2.112.05(j) or (k), (A) the Dollar Amount of the sum of the total Multicurrency Tranche Aggregate Revolving Credit Exposures Facility Exposure would exceed the lesser of (x) the Aggregate Revolving Facility Commitments and (y) the Global Borrowing Base, (B) the aggregate Multicurrency Tranche CommitmentsU.S. Revolving Facility Exposure would exceed the U.S. Sublimit, (C) the German Revolving Facility Exposure of Germany Silicone Borrower would exceed the Germany Silicone Availability, (D) the German Revolving Facility Exposure of Germany Quartz Borrower would exceed the Global Borrowing Base or (E) the aggregate Canadian Revolving Facility Exposure would exceed the Canadian Sublimit. (c) The Company Intermediate Holdings shall notify the Administrative Agent of any election to terminate or reduce any Class of 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 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 Company Intermediate Holdings pursuant to this Section 2.08 shall be irrevocable; provided provided, that a notice of termination of the any Commitments of any Class delivered by the Company Intermediate Holdings 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 Company Intermediate Holdings (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of any Class of the Commitments of any Class shall be made ratably among the applicable Lenders in accordance with their respective Commitments of such Class, except to the extent otherwise permitted by Section 2.20(b)(iii). (d) Notwithstanding the foregoing, no Borrower shall terminate or reduce any Tranche B Revolving Facility Commitments so long as any Tranche A Revolving Facility Commitments remain outstanding.

Termination and Reduction of Commitments. (a) Unless previously terminatedterminated in accordance with the terms of this Agreement, (i) the Additional Term Loan Commitments shall terminate at 5:00 p.m. (p.m., New York City time) , on the Restatement Effective Date if the Company fails to meet the conditions precedent in Section 4.01 and in Section 4 of the Amendment and Restatement Agreement by such time or, if earlier, immediately after they are fully funded and (ii) all other the Revolving Commitments shall terminate on the Maturity Date. (b) The Company Borrower may at any time terminate, or from time to time reduce, the Commitments of any Class; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000, 5,000,000 and (ii) the Company Borrower shall not terminate or reduce the Dollar Tranche Revolving Commitments if, after giving effect to any concurrent prepayment of the Dollar Tranche Revolving Loans in accordance with Section 2.11, the Dollar Amount of the sum of the total Dollar Tranche Revolving Credit Exposures would exceed the aggregate Dollar Tranche Commitments and (iii) the Company shall not terminate or reduce the Multicurrency Tranche Commitments if, after giving effect to any concurrent prepayment of the Multicurrency Tranche total Revolving Loans in accordance with Section 2.11, the Dollar Amount of the sum of the total Multicurrency Tranche Revolving Credit Exposures would exceed the aggregate Multicurrency Tranche Commitments. (c) If any Reduction of the Revolving Facility is required pursuant to Section 2.11, then, on the date that such Reduction is made, the Revolving Commitments shall be reduced by an aggregate amount equal to the amount of the required Reduction. (d) The Company Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments of any Class 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) 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 Company Borrower pursuant to this Section shall be irrevocable; provided that a notice of voluntary termination of the Revolving Commitments of any Class delivered by the Company 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 Company Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the applicable Lenders in accordance with their respective Commitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Additional The Term Loan Commitments shall terminate at 5:00 p.m. (New York, New York City time) time on the Restatement Effective Date if the Company fails to meet the conditions precedent in Section 4.01 and in Section 4 of the Amendment and Restatement Agreement by such time or, if earlier, immediately after they are fully funded and (ii) all other Commitments shall terminate on the Maturity Closing Date. (b) Unless previously terminated, the Revolving Credit Commitments shall terminate on the Revolving Credit Maturity Date. (c) The Company Borrower may at any time terminate, or from time to time reduce, the Commitments Total Revolving Credit Commitment or the Letter of any ClassCredit Commitments, in whole or in part; provided that (i) each partial reduction of the Total Revolving Credit Commitment or the Letter of Credit Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000, (ii) the Company Borrower shall not terminate or reduce the Dollar Tranche Commitments Total Revolving Credit Commitment if, after giving effect to any concurrent prepayment of the Dollar Tranche Revolving Loans in accordance with Section 2.112.10, the Dollar Amount of the sum of the total Dollar Tranche Revolving Credit Exposures would exceed the aggregate Dollar Tranche Commitments Total Revolving Credit Commitment, as so reduced and (iii) the Company Borrower shall not terminate or reduce the Multicurrency Tranche Letter of Credit Commitments if, after giving effect to any concurrent prepayment of the Multicurrency Tranche Revolving Loans in accordance with Section 2.11, the Dollar Amount of the sum of such a termination or reduction (A) the total Multicurrency Tranche Revolving Credit Exposures LC Exposure would exceed the aggregate Multicurrency Tranche total LC Commitments, as so reduced or (B) the LC Exposure of any Issuing Bank would exceed its Letter of Credit Commitment. (cd) The Company Borrower shall notify the Administrative Agent of any election to terminate or reduce the Total Revolving Credit Commitment or the Letter of Credit Commitments of any Class under paragraph (bSection 2.08(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 Company Borrower pursuant to this Section 2.08 shall be irrevocable; provided that a notice of termination of the Total Revolving Credit Commitment or the Letter of Credit Commitments of any Class delivered by the Company Borrower may state that such notice is conditioned upon the effectiveness of other credit facilitiesfacilities or other event, in which case such notice may be revoked by the Company 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 Total Revolving Credit Commitment or the Letter of Credit Commitments of any Class shall be permanent. Each Except as expressly provided in Section 2.20, each reduction of the Commitments of any Class Total Revolving Credit Commitment shall be made ratably among the applicable Revolving Credit Lenders in accordance with their respective Commitments of such ClassRevolving Credit Commitment Percentages.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Additional Term Loan i)the Revolving Commitments shall automatically terminate on the Revolving Maturity Date and (ii)the Tranche A Term Commitments shall automatically terminate at 5:00 p.m. (p.m., New York City time) , on the First Restatement Effective Date if the Company fails to meet the conditions precedent in Section 4.01 and in Section 4 of the Amendment and Restatement Agreement by such time or, if earlier, immediately after they are fully funded and (ii) all other Commitments shall terminate on the Maturity Date. (b) The Company Borrower may at any time terminate, or from time to time permanently reduce, the Commitments of any Class; provided that (i) each partial reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000, 5,000,000 and (ii) the Company Borrower shall not terminate or reduce the Dollar Tranche Revolving Commitments of any Class if, after giving effect to any concurrent prepayment of the Dollar Tranche Revolving Loans or the Swingline Loans in accordance with Section 2.11, the Dollar Amount Aggregate Revolving Exposure of the sum of the total Dollar Tranche Revolving Credit Exposures such Class would exceed the aggregate Dollar Tranche Commitments and (iii) the Company shall not terminate or reduce the Multicurrency Tranche Commitments if, after giving effect to any concurrent prepayment Aggregate Revolving Commitment of the Multicurrency Tranche Revolving Loans in accordance with Section 2.11, the Dollar Amount of the sum of the total Multicurrency Tranche Revolving Credit Exposures would exceed the aggregate Multicurrency Tranche Commitmentssuch Class. (c) The Company 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 such notice, the Administrative Agent shall advise the Lenders of the applicable Class of the contents thereof. Each notice delivered by the Company Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination or reduction of the Revolving Commitments of any Class delivered by the Company 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 Company Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the applicable Lenders in accordance with their respective Commitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Additional Term Loan Commitments shall terminate at 5:00 p.m. (New York City time) on the Restatement Effective Date if the Company fails to meet the conditions precedent in Section 4.01 and in Section 4 of the Amendment and Restatement Agreement by such time or, if earlier, immediately after they are fully funded and (ii) all other Tranche 2 Revolving Commitments shall terminate on the Tranche 2 Revolving Facility Maturity Date.Date and the Credit-Linked Commitments shall terminate on April 2, 2014.. (b) The Company (on behalf of itself and all other Revolving Borrowers) may at any time terminate, or from time to time reduce, the Commitments of any ClassRevolving Facility Commitments; provided that any such reduction of Revolving Facility Commitments shall be allocated at the Company’s option to the Revolving Lenders ratably between the Classes of Revolving Facility Commitments; provided further that (i) each such 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 $5,000,0005.0 million (or, if less, the remaining amount of the Revolving Facility Commitments) and (ii) the Company shall not terminate or reduce the Dollar Tranche Revolving Facility Commitments if, after giving effect to any concurrent prepayment of the Dollar Tranche Revolving Facility Loans in accordance with Section 2.11, the Dollar Amount of the sum of the total Dollar Tranche Revolving Facility Credit Exposures Exposure would exceed the aggregate Dollar Tranche Commitments and (iii) the Company shall not terminate or reduce the Multicurrency Tranche Commitments if, after giving effect to any concurrent prepayment of the Multicurrency Tranche total Revolving Loans in accordance with Section 2.11, the Dollar Amount of the sum of the total Multicurrency Tranche Revolving Credit Exposures would exceed the aggregate Multicurrency Tranche Facility Commitments. (c) The Company shall notify the Administrative Agent of any election to terminate or reduce the Revolving Facility Commitments of any Class and/or Credit-Linked Commitments under paragraph (b) or (d) of this Section at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the applicable Lenders of the contents thereof. Each notice delivered by the Company pursuant to this Section shall be irrevocable; provided that a notice of termination of the Revolving Facility Commitments of any Class and/or Credit-Linked Commitments delivered by the 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 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 under any Class Facility shall be made ratably among the applicable Lenders in accordance with their respective Commitments under such Facility. (d) The Company (on behalf of itself and CALLC) shall have the right, at any time or from time to time, without premium or penalty to terminate the Total Unutilized Credit-Linked Commitment in whole, or reduce it in part, in an integral multiple of $1.0 million and not less than $5.0 million (or if less or in an amount other than an integral multiple of $1.0 million, (x) the remaining amount of the Credit-Linked Commitments or (y) such other amount as the Administrative Agent shall agree in its sole discretion) in the case of partial reductions to the Total Unutilized Credit-Linked Commitment, provided that each such reduction shall apply proportionately to permanently reduce the Credit-Linked Commitment of each CL Lender. At the time of any termination or reduction of the Total Credit-Linked Commitment pursuant to this Section 2.08(d) or on April 2, 2014, the Administrative Agent shall request the Deposit Bank to withdraw from the Credit-Linked Deposit Account and to pay same over to it, and shall return to the CL Lenders (ratably in accordance with their respective CL Percentages) the CL Lenders’ Credit-Linked Deposits in an aggregate amount equal to such reduction or the amount of such ClassCommitment being terminated, as the case may be. Notwithstanding the foregoing or anything else in this Agreement to the contrary, following the reimbursement or repayment by a Borrower for any drawing or CL Loan under the CL Facility, in no event shall the Deposit Bank be required to return to any CL Lender any proceeds of such CL Lender’s Credit-Linked Deposit prior to the 90th day following such reimbursement or repayment unless the respective CL Lender shall have sufficiently indemnified the Deposit Bank (in the sole discretion of the Deposit Bank) for any losses the Deposit Bank may incur as a result of preference claims brought by any creditor of a Borrower with respect to the proceeds of such reimbursement or repayment.

Termination and Reduction of Commitments. (a) Unless To the extent not previously terminated, (i) the Additional Term Loan Tranche A Commitments and the Tranche B Commitments shall terminate at 5:00 p.m. (p.m., New York City time) , on the Restatement Effective Date if the Company fails to meet the conditions precedent in Section 4.01 and in Section 4 of the Amendment and Restatement Agreement by such time orJune 13, if earlier2008, immediately after they are fully funded and (ii) all other the Incremental Term Loan Commitments for any Class of Incremental Term Loans shall, unless otherwise provided in the applicable Joinder Agreement, terminate at 5:00 p.m., New York City time, on the Increased Amount Date for such tranche and (iii) the Revolving Commitments shall terminate on the Revolving Maturity Date. (b) The Company Borrower may at any time time, without premium or penalty, terminate, or from time to time reduce, the Commitments of any Class; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000, 1,000,000 and (ii) the Company Borrower shall not terminate or reduce the Dollar Tranche Revolving Commitments if, after giving effect to any concurrent prepayment of the Dollar Tranche Revolving Loans in accordance with Section 2.11, the Dollar Amount of the sum of the total Dollar Tranche Revolving Credit Exposures would exceed the aggregate Dollar Tranche Commitments and (iii) the Company shall not terminate or reduce the Multicurrency Tranche Commitments if, after giving effect to any concurrent prepayment of the Multicurrency Tranche total Revolving Loans in accordance with Section 2.11, the Dollar Amount of the sum of the total Multicurrency Tranche Revolving Credit Exposures would exceed the aggregate Multicurrency Tranche Commitments. (c) The Company Borrower shall notify the Administrative Agent of any election to terminate or reduce the any 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 thereof. Each notice delivered by the Company Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Revolving Commitments of any Class delivered by the Company 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 Company Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the applicable Lenders in accordance with their respective Commitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Additional Term Loan The ----------------------------------------- Tranche B Commitments shall terminate be automatically terminated at 5:00 p.m. (p.m., New York City time) , on May 11, 2001. The Revolving Credit Commitments and the LC Commitment shall be automatically terminated at 5:00 p.m., New York City time, on the Restatement Effective Revolving Credit Maturity Date if and the Company fails to meet the conditions precedent in Section 4.01 and in Section 4 of the Amendment and Restatement Agreement by such time or, if earlier, immediately after they are fully funded and (ii) all other Commitments shall terminate on the LC Maturity Date, respectively. (b) The Company Upon at least three Business Days' prior irrevocable written or telecopy notice to the Administrative Agent, the Borrower may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Commitments of any ClassCommitments; provided provided, however, that (i) each partial reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 and not less than in a minimum principal amount of $5,000,000, 5,000,000 and (ii) the Company Borrower shall not be permitted to terminate or reduce the Dollar Tranche Revolving Credit Commitments if, after giving effect to any concurrent prepayment as the result of such termination or reduction, (A) the Dollar Tranche Revolving Loans in accordance with Section 2.11, the Dollar Amount of the sum of the total Dollar Tranche Revolving Credit Exposures LC Commitment would exceed the aggregate Dollar Tranche remaining Revolving Credit Commitments and or (iiiB) the Company shall not terminate or reduce the Multicurrency Tranche Commitments if, after giving effect to any concurrent prepayment of the Multicurrency Tranche Revolving Loans in accordance with Section 2.11, the Dollar Amount of the sum of the total Multicurrency Tranche Revolving Credit Exposures Utilization would exceed the aggregate Multicurrency Tranche remaining Revolving Credit Commitments. The LC Commitment may be voluntarily terminated or reduced by the Borrower, as provided in Section 3.06. (c) The Company Revolving Credit Commitments shall notify be permanently reduced by the Administrative Agent amount of any election mandatory prepayments applied to terminate Swingline Loans or reduce Revolving Credit Borrowings pursuant to Section 2.13(f). (d) Each reduction in 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 thereof. Each notice delivered by the Company pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments of any Class delivered by the 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 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 hereunder shall be made ratably among the applicable Lenders in accordance with their respective applicable Commitments. The Borrower shall pay to the Administrative Agent for the account of the applicable Lenders, on the date of each termination or reduction, the Commitment Fees on the amount of the Commitments so terminated or reduced accrued to, but excluding, the date of such Classtermination or reduction. (e) Nothing in this Section 2.09 shall prejudice any rights that the Borrower may have against any Lender that fails to lend as required hereunder prior to the date of termination of any Commitment.

Termination and Reduction of Commitments. (a) The Term Commitment shall terminate upon the earlier of the borrowing of the Term Loans and 5:00 p.m., New York City time, on the Effective Date. Unless previously terminated, (i) the Additional Term Loan US Tranche Commitments shall terminate at 5:00 p.m. (New York City time) on the Restatement Effective Date if the Company fails to meet the conditions precedent in Section 4.01 and in Section 4 of the Amendment and Restatement Agreement by such time or, if earlier, immediately after they are fully funded and (ii) all other European Tranche Commitments shall terminate on the Maturity Date; provided that all Commitments shall terminate at 5:00 p.m., New York City time, on January 31, 2007, if the Effective Date shall not have occurred prior to such time. (b) The Company may at any time terminate, or from time to time reduce, without premium or penalty, the Commitments of any Class; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 the Borrowing Multiple and not less than $5,000,000the Borrowing Minimum, (ii) the Company shall not terminate or reduce the Dollar US Tranche Commitments if, after giving effect to any concurrent prepayment of the Dollar US Tranche Revolving Loans in accordance with Section 2.11, the Dollar Amount of the sum of the total Dollar aggregate US Tranche Revolving Credit Exposures would exceed the aggregate Dollar US Tranche Commitments and (iii) the Company shall not terminate or reduce the Multicurrency European Tranche Commitments if, after giving effect to any concurrent prepayment of the Multicurrency European Tranche Revolving Loans in accordance with Section 2.11, the Dollar Amount of the sum of the total Multicurrency aggregate European Tranche Revolving Credit Exposures would exceed the aggregate Multicurrency European Tranche Commitments. (c) The 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 thereofof such election. Promptly following receipt of any such notice, the Administrative Agent shall advise the European Agent and the applicable Lenders of the contents thereof. Each notice delivered by the Company pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments of any Class delivered by the 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 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 respective Commitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Additional Term Loan Tranche B Commitments shall terminate at 5:00 p.m. (p.m., New York City time) , on the Restatement Effective Date if the Company fails to meet the conditions precedent in Section 4.01 and in Section 4 of the Amendment and Restatement Agreement by such time or, if earlier, immediately after they are fully funded and (ii) all other the Revolving Commitments shall terminate on the Revolving Maturity Date. (b) The Company Borrower may at any time terminate, or from time to time reduce, the Commitments of any ClassRevolving Commitments; provided that (i) each reduction of the Revolving Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 100,000 and not less than $5,000,000, 2,500,000 and (ii) the Company Borrower shall not terminate or reduce the Dollar Tranche Revolving Commitments if, after giving effect to any concurrent prepayment of the Dollar Tranche Revolving Loans in accordance with Section 2.11, the Dollar Amount of the sum of the total Dollar Tranche Revolving Credit Exposures would exceed the aggregate Dollar Tranche Commitments and (iii) the Company shall not terminate or reduce the Multicurrency Tranche Commitments if, after giving effect to any concurrent prepayment of the Multicurrency Tranche total Revolving Loans in accordance with Section 2.11, the Dollar Amount of the sum of the total Multicurrency Tranche Revolving Credit Exposures would exceed the aggregate Multicurrency Tranche Commitments. (c) In the event that, on the date on which any prepayment would be required pursuant to Section 2.11(c) or 2.11(d), no Term Borrowings remain outstanding or the amount of the prepayment required by Section 2.11(c) or 2.11(d), as the case may be, exceeds the aggregate principal amount of Term Borrowings then outstanding, the Revolving Commitments shall be reduced by an amount equal to the excess of the required prepayment over the principal amount, if any, of Term Borrowings actually prepaid. (d) The Company Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving 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 thereof. Each notice delivered by the Company Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Revolving Commitments of any Class delivered by the Company 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 Company Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Revolving Commitments of any Class shall be permanent. Each reduction of the Revolving Commitments of any Class shall be made ratably among the applicable Lenders in accordance with their respective Commitments of such ClassRevolving Commitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Additional Term Loan Commitments shall terminate at 5:00 p.m. (New York City time) on the Restatement Effective Date if the Company fails to meet the conditions precedent in Section 4.01 and in Section 4 of the Amendment and Restatement Agreement by such time or, if earlier, immediately after they are fully funded and (ii) all other Revolving Commitments shall terminate on the Maturity DateDate for the Revolving Facility. (b) Unless previously terminated, the unused Term Loan Commitments (if any) shall terminate in full on the earlier of (i) the borrowing of the Term Loans on the Term Loan Borrowing Date and (ii) at 11:59 p.m. (New York Time) on the last day of the Term Loan Availability Period. (c) The Company may at any time terminate, or from time to time reduce, the Commitments of any Classunder the Revolving Facility, Tranche A-1 Term Loan Facility or Tranche A-2 Term Loan Facility, as the case may be; 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 $5,000,000, 5,000,000 and (ii) the Company shall not terminate or reduce the Dollar Tranche Revolving Commitments if, after giving effect to any concurrent prepayment of the Dollar Tranche Revolving Loans in accordance with Section 2.11, the Dollar Amount of the sum of the total Dollar Tranche Revolving Credit Exposures would exceed the aggregate Dollar Tranche Commitments and (iii) the Company shall not terminate or reduce the Multicurrency Tranche Commitments if, after giving effect to any concurrent prepayment of the Multicurrency Tranche Aggregate Revolving Loans in accordance with Section 2.11, the Dollar Amount of the sum of the total Multicurrency Tranche Revolving Credit Exposures would exceed the aggregate Multicurrency Tranche CommitmentsCommitment. (cd) The Company shall notify the Administrative Agent of any election to terminate or reduce the Commitments of any Class 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 election, whether the Revolving Facility, Tranche A-1 Term Loan Facility or Tranche A-2 Term Loan Facility is being reduced or terminated, and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders under the Revolving Facility, Tranche A-1 Term Loan Facility or Tranche A-2 Term Loan Facility, as the case may be, of the contents thereof. Each notice delivered by the Company pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments of any Class delivered by the Company 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 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 under the Revolving Facility, Tranche A-1 Term Loan Facility or Tranche A-2 Term Loan Facility, as the case may be, in accordance with their respective Commitments of such Classunder the Revolving Facility, Tranche A-1 Term Loan Facility or Tranche A-2 Term Loan Facility, as the case may be.

Termination and Reduction of Commitments. (a) Unless previously terminated, the Revolving Facility Commitments of each Class shall automatically and permanently terminate on the applicable Revolving Facility Maturity Date for such Class. On the Closing Date (i) after giving effect to the Additional funding of the Initial Euro Term Loans to be made on such date), the Initial Euro Term Loan Commitments shall terminate at 5:00 p.m. (New York City time) on of each Term Lender with an Initial Euro Term Loan Commitment as of the Restatement Closing Date will automatically and permanently terminate. On the Amendment No. 2 Effective Date if (after giving effect to the Company fails to meet the conditions precedent in Section 4.01 and in Section 4 funding of the Amendment Tranche B-2 Dollar Term Loans by the Additional Tranche B-2 Dollar Term Lender representing the full amount of the Additional Tranche B-2 Dollar Term Commitment to be made on such date), the Additional Tranche B-2 Dollar Term Commitment of the Additional Tranche B-2 Dollar Term Lender will automatically and Restatement Agreement by such time or, if earlier, immediately after they are fully funded and (ii) all other Commitments shall terminate on the Maturity Datepermanently terminate. (b) The Company Parent may at any time terminate, or from time to time reduce, the Revolving Facility Commitments of any Class; provided provided, that (i) each reduction of the Revolving Facility Commitments of any Class shall be in an amount that is an integral multiple of the Dollar Equivalent of $1,000,000 and not less than the Dollar Equivalent of $5,000,0005,000,000 (or, if less, the remaining amount of the Revolving Facility Commitments of such Class) and (ii) the Company Parent shall not terminate or reduce the Dollar Tranche Revolving Facility Commitments of any Class if, after giving effect to any concurrent prepayment of the Dollar Tranche Revolving Facility Loans in accordance with Section 2.11, the Dollar Amount 2.11 and any Cash Collateralization of the sum Letters of the total Dollar Tranche Revolving Credit Exposures would exceed the aggregate Dollar Tranche Commitments and (iii) the Company shall not terminate or reduce the Multicurrency Tranche Commitments if, after giving effect to any concurrent prepayment of the Multicurrency Tranche Revolving Loans in accordance with Section 2.112.05(j), as applicable, the Dollar Amount Revolving Facility Credit Exposure of such Class (excluding any Cash Collateralized Letter of Credit, to the sum of the total Multicurrency Tranche Revolving Credit Exposures extent so Cash Collateralized) would exceed the aggregate Multicurrency Tranche Commitmentstotal Revolving Facility Commitments of such Class. (c) The Company Parent shall notify the Administrative Agent of any election to terminate or reduce the Revolving Facility Commitments of any Class under paragraph clause (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 Company Parent pursuant to this Section 2.08 shall be irrevocable; provided provided, that a notice of termination or reduction of the Revolving Facility Commitments of any Class delivered by the Company Parent 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 Company Parent (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the applicable Lenders in accordance with their respective Commitments of such Class.

Termination and Reduction of Commitments. (a) Unless ---------------------------------------- previously terminated, (i) the Additional Term Loan Commitments shall terminate at 5:00 p.m. (p.m., New York City time) , on the Restatement Effective Date if the Company fails to meet the conditions precedent in Section 4.01 and in Section 4 of the Amendment and Restatement Agreement by such time or, if earlier, immediately after they are fully funded and (ii) all other the Revolving Commitments shall terminate on the Revolving Maturity Date. (b) The Company may Cayman Borrower and the U.S. Borrower, as applicable, may, without premium or penalty, at any time terminate, or from time to time reduce, the Commitments of any Class; , provided that (i) each reduction of the -------- Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000, 5,000,000 and (ii) the Company Cayman Borrower shall not terminate or reduce the Dollar Tranche Revolving Commitments if, after giving effect to any concurrent prepayment of the Dollar Tranche Revolving Loans in accordance with Section 2.11, the Dollar Amount of the sum of the total Dollar Tranche Revolving Credit Exposures would exceed the aggregate Dollar Tranche Commitments and (iii) the Company shall not terminate or reduce the Multicurrency Tranche Commitments if, after giving effect to any concurrent prepayment of the Multicurrency Tranche total Revolving Loans in accordance with Section 2.11, the Dollar Amount of the sum of the total Multicurrency Tranche Revolving Credit Exposures would exceed the aggregate Multicurrency Tranche Commitments. (c) The Company applicable Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments of any Class under paragraph (b) of this Section 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 either of the Company Borrowers pursuant to this Section shall be irrevocable; , provided -------- that a notice of termination of the Revolving Commitments of any Class delivered by the Company Cayman 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 Company Cayman Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the applicable Lenders in accordance with their respective Commitments of such Class.

Termination and Reduction of Commitments. (aA) Unless previously terminated, (i) the Additional Term Loan Commitments shall terminate at 5:00 p.m. (New York City time) on the Restatement Effective Date if the Company fails to meet the conditions precedent in Section 4.01 and in Section 4 of the Amendment and Restatement Agreement by such time or, if earlier, immediately after they are fully funded and (ii) all other Class A Commitments shall terminate on the Class A Maturity Date, (ii) the Class C Commitments shall terminate on the Class C Maturity Date and (iii) the Class D Commitments shall terminate on the Class D Maturity Date. (bB) The Company Borrower may at any time terminate, or from time to time reduce, the Commitments of any Class, without premium or penalty; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 500,000 and not less than $5,000,000, 5,000,000 and (ii) the Company Borrower shall not terminate or reduce the Dollar Tranche Commitments of any Class if, after giving effect to any concurrent prepayment of the Dollar Tranche Revolving Loans in accordance with Section 2.112.10, the Dollar Amount of the sum of the total Dollar Tranche Revolving Credit Exposures of such Class would exceed the aggregate Dollar Tranche total Commitments and (iii) the Company shall not terminate or reduce the Multicurrency Tranche Commitments if, after giving effect to any concurrent prepayment of the Multicurrency Tranche Revolving Loans in accordance with Section 2.11, the Dollar Amount of the sum of the total Multicurrency Tranche Revolving Credit Exposures would exceed the aggregate Multicurrency Tranche Commitmentssuch Class. (cC) To the extent that Asset Dispositions in any fiscal year of the Parent are consummated with respect to assets with an aggregate fair market value exceeding $200,000,000 and any Net Cash Proceeds are received by or on behalf of the Borrower or any Subsidiary in respect of such excess Asset Dispositions, the Commitments of the Lenders shall be reduced ratably in an aggregate amount equal to 100% of such Net Cash Proceeds; provided that, if any Senior Secured Notes are outstanding, the Borrower shall offer to prepay such outstanding Senior Secured Notes in an aggregate principal amount equal to such Net Cash Proceeds as provided in the Senior Notes Indenture and any such reduction in the Commitments pursuant to this paragraph shall be in an amount equal to the excess of such Net Cash Proceeds over the aggregate principal amount of Senior Secured Notes prepaid as a result of such offer. (D) The Company 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 contents thereof. Each notice delivered by the Company Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments of any Class delivered by the Company 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 Company Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each Except as provided in Section 2.19(b), each reduction of the Commitments of any Class shall be made ratably among the applicable Lenders in accordance with their respective Commitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Additional Revolving Loan Commitments shall terminate on the Revolving Loan Maturity Date and (ii) the Term Loan Commitments shall terminate at 5:00 p.m. (New York City time) on the Restatement Effective Date if immediately after the Company fails to meet the conditions precedent in Section 4.01 and in Section 4 funding of the Amendment and Restatement Agreement by such time or, if earlier, immediately after they are fully funded and (ii) all other Commitments shall terminate on the Maturity DateTerm Loans. (b) The Company Borrowers may at any time terminate, or from time to time reduce, the Commitments of any ClassRevolving Loan Commitments; provided that (i) each reduction of the Revolving Loan Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 500,000 and not less than $5,000,000, 1,000,000 and (ii) the Company Borrowers shall not terminate or reduce the Dollar Tranche Revolving Loan Commitments if, after giving effect to any concurrent prepayment of the Dollar Tranche Revolving Loans in accordance with Section 2.112.8, the Dollar Amount of (A) the sum of the total Dollar Tranche Effective Amount of all Revolving Credit Exposures Loans, L/C Obligations and Swing Line Loans then outstanding would exceed the aggregate Dollar Tranche Commitments and Total Revolving Loan Commitment, (iiiB) the Company shall Total Revolving Loan Commitment would not terminate be greater than or reduce equal to zero, or (C) the Multicurrency Tranche Commitments if, after giving effect Revolving Loan Commitment of any Lender would not be greater than or equal to any concurrent prepayment of the Multicurrency Tranche Revolving Loans in accordance with Section 2.11, the Dollar Amount of the sum of the total Multicurrency Tranche Revolving Credit Exposures would exceed the aggregate Multicurrency Tranche Commitmentszero. (c) The Company Borrowers shall notify the Administrative Agent of any election to terminate or reduce the Revolving Loan Commitments of any Class 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 Revolving Lenders of the contents thereof. Each notice delivered by the Company Borrowers pursuant to this Section shall be irrevocable; provided that a notice of termination of the Revolving Loan Commitments of any Class delivered by the Company Borrowers may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Company Borrowers or the date of termination extended (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 of any Class shall be permanent. Each reduction of the Revolving Loan Commitments of any Class shall be made ratably among the applicable Lenders in accordance with their respective Commitments of such ClassRevolving Loan Commitments.

Termination and Reduction of Commitments. (a) Unless previously terminatedterminated in accordance with (and to the extent permitted by) this Section 2.09, (i) the Additional Term Loan Commitments shall terminate at 5:00 p.m. (New York City time) on the Restatement Effective Date if the Company fails to meet the conditions precedent in Section 4.01 and in Section 4 of the Amendment and Restatement Agreement by such time or, if earlier, immediately after they are fully funded and (ii) all other Commitments shall terminate on the Maturity Date. (b) The Company Upon delivering the notice required by Section 2.09(d), the Borrowers may at any time terminateterminate the ABL Revolving Commitments upon (i) the payment in full in Cash of all outstanding Loans, together with accrued and unpaid interest thereon, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a Cash deposit (or if reasonably satisfactory to the Administrative Agent, a backup standby letter of credit) equal to 105.0% of the LC Exposure as of such date) and (iii) the payment in full of all accrued and unpaid fees and all reimbursable expenses and other Obligations then due, together with accrued and unpaid interest (if any) thereon. (c) Upon delivering the notice required by Section 2.09(d), the Borrowers may from time to time reduce, reduce the Commitments of any ClassABL Revolving Commitments; 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 $5,000,000, 1,000,000 and (ii) the Company Borrowers shall not terminate or reduce the Dollar Tranche ABL Revolving Commitments if, after giving effect to any concurrent prepayment of the Dollar Tranche ABL Revolving Loans in accordance with Section 2.10 or Section 2.11, the Dollar Amount of the sum of the total Dollar Tranche ABL Revolving Credit Exposures would exceed the aggregate Dollar Tranche Commitments and (iii) ABL Line Cap less the Company shall not terminate or reduce the Multicurrency Tranche Commitments if, after giving effect to any concurrent prepayment of the Multicurrency Tranche Revolving Loans in accordance with Section 2.11, the Dollar Amount of the sum of the total Multicurrency Tranche Revolving Credit Exposures would exceed the aggregate Multicurrency Tranche CommitmentsAvailability Block. (cd) The Company Borrower Agent shall notify the Administrative Agent of any election to terminate or reduce the ABL Revolving Commitments of any Class 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 ABL Revolving Lenders of the contents thereof. Each notice delivered by the Company Borrower Agent pursuant to this Section shall be irrevocable; provided that a notice of termination of the ABL Revolving Commitments of any Class delivered by the Company Borrower Agent may state that such notice is conditioned upon the effectiveness of other credit facilitiestransactions, in which case such notice may be revoked by the Company 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 ABL Revolving Commitments of any Class pursuant to this Section 2.09 shall be permanent. Each Upon any reduction of the Commitments ABL Revolving Commitments, the ABL Revolving Commitment of any Class each ABL Revolving Lender shall be made ratably among the applicable Lenders in accordance with their respective Commitments reduced by such ABL Revolving Lender’s ABL Applicable Percentage of such Classreduction amount.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Additional Term Loan Tranche C-1 Commitments shall terminate at 5:00 p.m. (p.m., New York City time) , on the Restatement Effective Date if the Company fails to meet the conditions precedent in Section 4.01 and in Section 4 of the Amendment and Restatement Agreement by such time or, if earlier, immediately after they are fully funded and (ii) all other the Revolving Commitments shall terminate on the Revolving Maturity Date. (b) The Company Borrower may at any time terminate, or from time to time reduce, the Commitments of any ClassRevolving Commitments; provided that (i) each reduction of the Revolving Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000, 10,000,000 and (ii) the Company Borrower shall not terminate or reduce the Dollar Tranche Revolving Commitments if, after giving effect to any concurrent prepayment of the Dollar Tranche Revolving Loans in accordance with Section 2.11, the Dollar Amount of the sum of the total Dollar Tranche Revolving Credit Exposures would exceed the aggregate Dollar Tranche Commitments and (iii) the Company shall not terminate or reduce the Multicurrency Tranche Commitments if, after giving effect to any concurrent prepayment of the Multicurrency Tranche total Revolving Loans in accordance with Section 2.11, the Dollar Amount of the sum of the total Multicurrency Tranche Revolving Credit Exposures would exceed the aggregate Multicurrency Tranche Commitments. (c) The Company Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving 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 thereof. Each notice delivered by the Company Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Revolving Commitments of any Class delivered by the Company 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 Company Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Revolving Commitments of any Class shall be made ratably among the applicable Lenders in accordance with their respective Revolving Commitments. (d) The parties hereto acknowledge that the Tranche A Commitments, the Tranche B Commitments, the Tranche B-1 Commitments of such Classand the Tranche C Commitments have terminated.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Additional Term Loan Commitments shall terminate at 5:00 p.m. (New York City time) on the Restatement Effective Date if the Company fails to meet the conditions precedent in Section 4.01 and in Section 4 of the Amendment and Restatement Agreement by such time or, if earlier, immediately after they are fully funded and (ii) all other Commitments shall automatically terminate on the Maturity Date. (b) The Company Borrower may at any time terminate, or from time to time permanently reduce, the Commitments of any ClassCommitments; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000, (ii) the Company Borrower shall not terminate or reduce the Dollar Tranche Commitments if, after giving effect to any concurrent prepayment of the Dollar Tranche Revolving Loans in accordance with Section 2.11Loans, (A) the Dollar Amount of the sum of the total Dollar Tranche Revolving Credit Exposures Aggregate Exposure would exceed the aggregate Dollar Tranche Commitments Aggregate Commitment or (B) the Exposure of any Lender would exceed its Commitment and (iii) the Company Aggregate Commitments shall not terminate be reduced to an amount less than $5,000,000 unless the Commitments are terminated in full. (c) If the Maximum Available Amount shall exceed the Revenue Test Limit as of the end of each of any two consecutive fiscal quarters of the Borrower beginning with the fiscal quarter ending on or reduce about MarchDecember 31, 20172021 , on the Multicurrency Tranche date following the delivery of the Compliance Certificate in respect of the most recently ended fiscal quarter included in such two consecutive fiscal quarter period (or, if earlier, the date such Compliance Certificate is required to be delivered), the Commitments ifshall be permanently reduced in an amount such that the Maximum Available Amount, after giving effect to any concurrent prepayment such reduction, shall not exceed the Revenue Test Limit as of the Multicurrency Tranche Revolving Loans in accordance with Section 2.11end of the most recently completed fiscal quarter of the Borrower. The Agent is hereby authorized to take any actions necessary to implement any such reduction without any action by, or consent of, the Dollar Amount of the sum of the total Multicurrency Tranche Revolving Credit Exposures would exceed the aggregate Multicurrency Tranche CommitmentsBorrower. (cd) If any Expansion Projections delivered to the Agent pursuant to Section 5.20 reflect that the Maximum Available Amount on the date of such delivery exceeds the projected Revenue Test Limit reflected in such Expansion Projections as of the end of the then current fiscal year of the Borrower (after taking into account any Local Pledged Revenue Receipts that the Borrower expects in good faith to be deposited in the Collection Account during the remainder of such fiscal year to the extent that the Borrower has entered into an irrevocable payment direction agreement with the applicable Obligor in form and substance reasonably satisfactory to the Agent), the Commitments shall be permanently reduced effective as of the date such Expansion Projections are delivered in an amount such that the Maximum Available Amount, after giving effect to such reduction, shall not exceed the projected Revenue Test Limit reflected in such Expansion Projections as of the end of the then current fiscal year of the Borrower. The Agent is hereby authorized to take any actions necessary to implement any such reduction without any action by, or consent of, the Borrower. (e) The Company 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) two Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Company Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination or reduction of the Commitments under paragraph (b) of any Class delivered by the Company 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 Company Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the applicable Lenders in accordance with their respective Commitments of such ClassCommitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Additional Term Loan Tranche 1 Commitments shall terminate at 5:00 p.m. (New York City time) on the Restatement Effective Maturity Date if the Company fails to meet the conditions precedent in Section 4.01 and in Section 4 of the Amendment and Restatement Agreement by such time or, if earlier, immediately after they are fully funded and (ii) all other the Tranche 2 Commitments, unless previously converted to Tranche 1 Commitments pursuant to the Conversion, shall terminate (A) if the Specified Acquisition Date has not occurred, on the Tranche 2 Commitment Termination Date and (B) if the Specified Acquisition Date has occurred, on the Maturity Date. (b) The Company Subject to Section 2.22(c)(iv), the Borrower may at any time terminate, or from time to time reduce, the Commitments of any Class; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,0001,000,000, (ii) the Company Borrower shall not terminate or reduce the Dollar Tranche 1 Commitments if, after giving effect to any concurrent prepayment of the Dollar Tranche Revolving Loans in accordance with Section 2.112.10, (A) the Dollar Amount Credit Exposure of any Lender would exceed its Tranche 1 Commitment or (B) the sum of the total Dollar Total Tranche Revolving 1 Credit Exposures Exposure would exceed the aggregate Dollar total Tranche 1 Commitments and (iii) the Company Borrower shall not terminate or reduce the Multicurrency Tranche 2 Commitments if, after giving effect to any concurrent prepayment of the Multicurrency Tranche Revolving Loans in accordance with Section 2.112.10, the Dollar Amount aggregate outstanding principal amount of the sum of the total Multicurrency Tranche Revolving Credit Exposures 2 Loans would exceed the aggregate Multicurrency total Tranche 2 Commitments. (c) The Company 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 Company Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments of any Class delivered by the Company Borrower may state that such notice is conditioned upon the effectiveness of other credit facilitiesfacilities or the occurrence of any other identified events, in which case such notice may be revoked by the Company Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanentpermanent and may not be reinstated except pursuant to Section 2.02. Each reduction of the Commitments of any Class shall be made ratably among the applicable Lenders in accordance with their respective Commitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Additional Term Loan Initial Commitments shall automatically terminate at 5:00 p.m. (New York City time) on the Restatement Effective Initial Revolving Credit Maturity Date if the Company fails to meet the conditions precedent in Section 4.01 and in Section 4 of the Amendment and Restatement Agreement by such time or, if earlier, immediately after they are fully funded and (ii) all other the Additional Revolving Credit Commitments of any Class shall automatically terminate on the Maturity DateDate specified therefor in the applicable Incremental Facility Amendment, Extension Amendment or Refinancing Amendment, as applicable. (b) The Company Upon delivery of the notice required by Section 2.09(c), the Borrower Representative may at any time terminate, terminate or from time to time reduce, the Commitments of any Class; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,0001,000,000, (ii) the Company Borrower Representative shall not terminate or reduce the Dollar Tranche Commitments of any Class if, after giving effect to any concurrent prepayment of the Dollar Tranche Revolving Loans in accordance with Section 2.11and Swingline Loans, (A) the Dollar Amount aggregate amount of the sum of the total Dollar Tranche Revolving Credit Exposures Exposure attributable to the Commitments of such Class would exceed the aggregate Dollar Tranche amount of the Commitments and of such Class, (iiiB) the Company shall not terminate or reduce the Multicurrency Tranche Commitments if, after giving effect to any concurrent prepayment of the Multicurrency Tranche Revolving Loans in accordance with Section 2.11, the Dollar Amount of the sum of the total Multicurrency Tranche Total Revolving Credit Exposures Exposure would exceed the aggregate Multicurrency Tranche Line Cap, (C) the total US Facility Exposure would exceed the US Facility Line Cap, (D) the total Canadian Facility Exposure would exceed the Canadian Facility Line Cap or (E) the Total Revolving Credit Exposure exceeds the Aggregate Commitments; provided that, after the establishment of any Additional Revolving Credit Commitment, any such termination or reduction of the Commitments of any Class shall be subject to the provisions set forth in Section 2.11(a) and Section 2.22, 2.23 and/or 9.02, as applicable. (c) The Company Borrower Representative shall notify the Administrative Agent of any election to terminate or reduce the Commitments of any Class Commitment under paragraph (b) of this Section at least three (3) Business Days in writing on or 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 each applicable Class of the contents thereof. Each notice delivered by the Company Borrower Representative pursuant to this Section shall be irrevocable; provided that a any such notice of termination of the Commitments of any Class delivered by the Company may state that such notice it is conditioned upon the effectiveness of other credit facilitiestransactions, in which case such notice may be revoked by the Company Borrower Representative (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class Commitment pursuant to this Section 2.09 shall be permanent. Each Upon any reduction of any Commitment, the Commitments Commitment of any each Lender of the relevant Class shall be made ratably among reduced by such Lender’s Applicable Class Percentage of the applicable Lenders in accordance with their respective Commitments amount of such Classreduction.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Additional Initial Term Loan Commitments shall terminate at upon the making of the Initial Term Loans on the Effective Date, (ii) the 2020 Incremental Term Commitments shall terminate upon the earlier to occur of (x) the making of the 2020 Incremental Term Loans and (y) 5:00 p.m. (New York City timetime on March 25, 2020 and, (iii) on the Restatement Effective Date if 2021 Incremental Term Commitments shall terminate upon the Company fails earlier to meet occur of (x) the conditions precedent in Section 4.01 and in Section 4 making of the Amendment and Restatement Agreement by such time or, if earlier, immediately after they are fully funded 2021 Incremental Term Loans and (iiy) all other 5:00 p.m. New York City time on June 11, 2021 and (iv) the Revolving Commitments shall terminate on the Revolving Maturity Date. (b) The Company Borrower may at any time terminate, or from time to time reduce, the Commitments of any ClassClass at the Borrower’s sole discretion (for the avoidance of doubt, such reduction or termination need not be reduced or terminated on a pro rata basis among Classes of Commitments,); provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 500,000 and not less than $5,000,000, 1,000,000 and (ii) the Company Borrower shall not terminate or reduce the Dollar Tranche Revolving Commitments of any Class if, after giving effect to any concurrent prepayment of the Dollar Tranche Revolving Loans of such Class or Swingline Loans in accordance with Section 2.11, the Dollar Amount aggregate Revolving Exposures of the sum of the total Dollar Tranche Revolving Credit Exposures such Class would exceed the aggregate Dollar Tranche Revolving Commitments and (iii) the Company shall not terminate or reduce the Multicurrency Tranche Commitments if, after giving effect to any concurrent prepayment of the Multicurrency Tranche Revolving Loans in accordance with Section 2.11, the Dollar Amount of the sum of the total Multicurrency Tranche Revolving Credit Exposures would exceed the aggregate Multicurrency Tranche Commitmentssuch Class. (c) The Company Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments of any Class under paragraph (b) of this Section by 2:00 p.m. New York City time 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 Company . (d) Any termination or reduction pursuant to this Section 2.08 shall be irrevocable; provided that a notice of termination of apply proportionately and permanently to reduce the Commitments of each of the Lenders within such Class; provided (1) the Borrower may allocate any termination or reduction of Commitments among Classes of Commitments at its direction (including, for the avoidance of doubt, to the Commitments with respect to any Class delivered by the 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 Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any Extended Revolving Commitments without any termination or reduction of the Commitments with respect to any Existing Revolving Commitments of the same Specified Existing Revolving Commitment Class) and (2) in connection with the establishment on any date of any Class Extended Revolving Commitments pursuant to Section 2.24, the Existing Revolving Commitments of any one or more Lenders providing any such Extended Revolving Commitments on such date shall be permanent. Each reduced in an amount equal to the amount of Specified Existing Revolving Commitments so extended on such date (or, if agreed by the Borrower and the Lenders providing such Extended Revolving Commitments, by any greater amount so long as (a) a proportionate reduction of the Specified Existing Revolving Commitments of any Class shall be made ratably among has been offered to each Lender to whom the applicable Revolving Credit Extension Request has been made (which may be conditioned upon such Lender becoming an Extending Lender), and (b) the Borrower prepay the Existing Revolving Loans of such Class owed to such Lenders providing such Extended Revolving Commitments to the extent necessary to ensure that, after giving pro forma effect to such repayment or reduction, the Existing Revolving Loans of such Class are held by the Lenders of such Class on a pro rata basis in accordance with their respective Existing Revolving Commitments of such ClassClass after giving pro forma effect to such reduction) (provided that (x) after giving pro forma effect to any such reduction and to the repayment of any Loans made on such date, the aggregate amount of the revolving credit exposure of any 101 US-DOCS\115047431.4 (e) With respect to each mandatory reduction and termination of Revolving Commitments or Replacement Revolving Credit Commitments (and any previously extended Revolving Commitments) required in connection with the incurrence of any Incremental Refinancing Facility or the incurrence of any Credit Agreement Refinancing Indebtedness incurred to Refinance any Revolving Commitments, Replacement Revolving Commitments and/or Other Revolving Commitments, the Borrower may designate (A) the Classes of Commitments to be reduced and terminated and (B) the corresponding Classes of Loans to be prepaid; provided that (x) any such reduction and termination shall apply proportionately and permanently to reduce the Commitments of each of the Lenders within any such Class and (y) after giving pro forma effect to such termination or reduction and to any prepayments of Loans or cancellation or cash collateralization of Letters of Credit made on the date of each such reduction and termination in accordance with this Agreement, the aggregate amount of such Lenders’ credit exposures shall not exceed the remaining Commitments of such Lenders’ in respect of the Class reduced and terminated. In connection with any such termination or reduction, to the extent necessary, the participations hereunder in outstanding Letters of Credit and Swingline Loans may be required to be reallocated and related loans outstanding prepaid and then reborrowed.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Additional Term Loan Commitments Revolving Commitment of each Revolving Lender shall automatically and permanently terminate at 5:00 p.m. (New York City time) on the Restatement Effective relevant Maturity Date if the Company fails to meet the conditions precedent in Section 4.01 and in Section 4 of the Amendment and Restatement Agreement by such time or, if earlier, immediately after they are fully funded and (ii) all the Initial Term Loan Commitments (other than any Initial Term Loan Commitments that constitute Incremental Term Loan Commitments) of each Initial Term Lender shall automatically and permanently terminate on the Maturity DateClosing Date (after giving effect to the incurrence of such Term Loans on such date). (b) The Company Borrowers may at any time terminate, or from time to time reduce, the Commitments of any Class; provided that (i) each reduction of the such Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 5,000,000 and not less than $5,000,000, 10,000,000 and (ii) the Company Borrowers shall not terminate or reduce the Dollar Tranche any Revolving Commitments if, after giving effect to any concurrent prepayment of the Dollar Tranche Revolving Loans of such Class in accordance with Section 2.11, the Dollar Amount of the sum of the total Dollar Tranche Revolving Credit Exposures in respect of such Class would exceed the aggregate Dollar Tranche Revolving Commitments and (iii) the Company shall not terminate or reduce the Multicurrency Tranche Commitments if, after giving effect to any concurrent prepayment of the Multicurrency Tranche Revolving Loans in accordance with Section 2.11, the Dollar Amount of the sum of the total Multicurrency Tranche Revolving Credit Exposures would exceed the aggregate Multicurrency Tranche Commitmentssuch Class. (c) The Company Borrowers shall notify the Administrative Agent of any election to terminate or reduce the Commitments of any Class under paragraph (b) of this Section 2.09 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 Company Borrowers pursuant to this Section 2.09 shall be irrevocable; provided that a notice of termination of the Commitments of any Class delivered by the Company Borrowers may state that such notice is conditioned upon the effectiveness of other credit facilitiesfacilities or one or more other events specified therein, in which case such notice may be revoked by the Company each applicable Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the applicable Lenders in accordance with their respective Commitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Additional Term Loan Commitments shall terminate at 5:00 p.m. (New York City p.m., Eastern time) , on the Restatement Effective Date if the Company fails to meet the conditions precedent in Section 4.01 and in Section 4 of the Amendment and Restatement Agreement by such time or, if earlier, immediately after they are fully funded and (ii) all other the Revolving Commitments shall terminate on the Revolving Credit Maturity Date. (b) The Company Borrowers may at any time terminateterminate the Revolving Commitments upon (i) the payment in full of all outstanding Revolving Loans and LC Disbursements, together with accrued and unpaid interest thereon, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or at the discretion of the Administrative Agent a backup standby letter of credit satisfactory to the Administrative Agent and the Issuing Bank) in an amount equal to 105% of the LC Exposure as of such date), (iii) the payment in full of the accrued and unpaid fees, and (iv) the payment in full of all reimbursable expenses and other Obligations together with accrued and unpaid interest thereon. (c) The Borrowers may from time to time reduce, reduce the Commitments of any ClassRevolving Commitments; provided that (i) each reduction of the Revolving Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 500,000 and not less than $5,000,000, 1,000,000 and (ii) the Company Borrowers shall not terminate or reduce the Dollar Tranche Revolving Commitments if, after giving effect to any concurrent prepayment of the Dollar Tranche Revolving Loans in accordance with Section 2.11, the Dollar Amount of the sum of the total Dollar Tranche Aggregate Revolving Credit Exposures Exposure would exceed the aggregate Dollar Tranche Commitments and (iii) the Company shall not terminate or reduce the Multicurrency Tranche Commitments if, after giving effect to any concurrent prepayment of the Multicurrency Tranche Revolving Loans in accordance with Section 2.11, the Dollar Amount of the sum of the total Multicurrency Tranche Revolving Credit Exposures would exceed the aggregate Multicurrency Tranche Commitments. (cd) The Company Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments of any Class 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 Company Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Revolving Commitments of any Class delivered by the Company 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 Company Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Revolving Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the applicable Lenders in accordance with their respective Commitments of such ClassRevolving Commitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Additional Term Loan Commitments shall terminate at 5:00 p.m. (New York City time) on the Restatement Effective Date if the Company fails to meet the conditions precedent in Section 4.01 and in Section 4 of the Amendment and Restatement Agreement by such time or, if earlier, immediately after they are fully funded and (ii) all other Commitments shall terminate on the Maturity Date. (b) The Company Borrower may at any time terminate, or from time to time reduce, the Commitments of any Class; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000, (ii) the Company Borrower shall not terminate or reduce the Dollar Tranche Commitments if, after giving effect to any concurrent prepayment of the Dollar Tranche Revolving Loans in accordance with Section 2.11, the Dollar Amount of the sum of the total Dollar Tranche Revolving Credit Exposures would exceed the aggregate total Dollar Tranche Commitments and (iii) the Company Borrower shall not terminate or reduce the Multicurrency Tranche Commitments if, after giving effect to any concurrent prepayment of the Multicurrency Tranche Revolving Loans in accordance with Section 2.11, the Dollar Amount of the sum of the total Multicurrency Tranche Revolving Credit Exposures would exceed the aggregate total Multicurrency Tranche Commitments. (c) The Company 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 contents thereof. Each notice delivered by the Company Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments of any Class delivered by the Company 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 Company Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the applicable Lenders in accordance with their respective Commitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Additional Term Loan Commitments shall terminate automatically at 5:00 p.m. (p.m., New York City time) time on the Restatement Effective Date if the Company fails to meet the conditions precedent in Section 4.01 and in Section 4 last day of the Amendment and Restatement Agreement by such time or, if earlier, immediately after they are fully funded and (ii) all other Commitments shall terminate on the Maturity DateAvailability Period. (b) The Company Borrower may at any time terminate, or from time to time reduce, the Commitments of any ClassCommitments; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000, (ii) the Company shall not terminate or reduce the Dollar Tranche Commitments if, after giving effect to any concurrent prepayment of the Dollar Tranche Revolving Loans in accordance with Section 2.11, the Dollar Amount of the sum of the total Dollar Tranche Revolving Credit Exposures would exceed the aggregate Dollar Tranche Commitments and (iii) the Company shall not terminate or reduce the Multicurrency Tranche Commitments if, after giving effect to any concurrent prepayment of the Multicurrency Tranche Revolving Loans in accordance with Section 2.11, the Dollar Amount of the sum of the total Multicurrency Tranche Revolving Credit Exposures would exceed the aggregate Multicurrency Tranche Commitments10,000,000. (c) Any unused portion of the Commitments shall automatically terminate upon the making of the Loans on the Closing Date. (d) In the event and on each occasion that, prior to the termination of the Commitments in accordance with Section 2.05(a), 2.05(b) or 2.05(c), any Net Proceeds are received by or on behalf of the Borrower or any of its Subsidiaries in respect of any Commitment Reduction/Prepayment Event, (i) the Borrower shall, on the day of such receipt, deliver to the Administrative Agent a notice thereof setting forth the nature of such Commitment Reduction/Prepayment Event and the amount of such Net Proceeds (together with a reasonably detailed calculation thereof), and (ii) the Commitments will be automatically and permanently reduced by the amount of such Net Proceeds (or, if less, the aggregate amount of the Commitments then in effect), such reduction to be effective on the day on which such Net Proceeds are received. (e) The Company 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 contents thereof. Each notice delivered by the Company Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments of any Class delivered by the Company Borrower may state that such notice is conditioned upon the effectiveness of other credit facilitiesfacilities or debt securities, in which case such notice may be revoked by the Company Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the applicable Lenders in accordance with their respective Commitments of such Class.