Common use of Termination and Reduction of Commitments Clause in Contracts

Termination and Reduction of Commitments. (a) Unless previously terminated, the Commitments shall terminate on the Maturity Date. (b) The Borrower may at any time terminate, or from time to time reduce pro rata, the Commitments as specified in the notice set forth in (c) below; provided that (i) each reduction of the Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $10,000,000 and (ii) the Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.11, (i) the sum of the Revolving Credit Exposures would exceed the total Commitments, (ii) the sum of the Revolver A Credit Exposures would exceed the Revolver A Commitments, or (iii) the sum of the Revolver B Credit Exposures would exceed the Revolver B Commitments. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof as well as whether such reduction applies to the Revolver A Commitments or the Revolver B Commitments. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent and such Commitments shall not be reinstated. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, The Company shall have the right to terminate or reduce the Revolving Credit Commitments shall terminate on or the Maturity Date. (b) The Borrower may Tooling Revolving Credit Commitments at any time terminate, or and from time to time reduce pro ratatime, the Commitments as specified in the notice set forth in (c) below; provided that (i) the Company shall give three Business Days' prior written notice of such termination or reduction to the Agent specifying the amount and effective date thereof, (ii) each partial reduction of the Commitments thereof shall be in an a minimum amount that is of $5,000,000 and in an integral multiple of $1,000,000 and shall reduce such Commitments of all of the Lenders proportionately in accordance with the respective Commitment amounts for each such Lender, (iii) no such termination or reduction shall be permitted with respect to any portion of any such Commitments as to which a request for an Advance pursuant to Section 2.4 is then pending, (iv) the Revolving Credit Commitments may not less than $10,000,000 be terminated if any Revolving Credit Advances are then outstanding and may not be reduced below the principal amount of Revolving Credit Advances and Swingline Loans then outstanding, and (v) the Tooling Revolving Credit Commitments may not be terminated if any Tooling Revolving Credit Loans are then outstanding and may not be reduced below the principal amount of the Tooling Revolving Credit Loans then outstanding. The Revolving Credit Commitments or Tooling Revolving Credit Commitments or any portion thereof terminated or reduced pursuant to this Section 2.2, whether optional or mandatory, may not be reinstated (b) For purposes of this Agreement, a Letter of Credit Advance (i) shall be deemed outstanding in an amount equal to the sum of the maximum amount available to be drawn under the related Letter of Credit on or after the date of determination and on or before the stated expiry date thereof plus the amount of any draws under such Letter of Credit that have not been reimbursed as provided in Section 3.3 and (ii) shall be deemed outstanding at all times on and before such stated expiry date or such earlier date on which all amounts available to be drawn under such Letter of Credit have been fully drawn, and thereafter until all related reimbursement obligations have been paid pursuant to Section 3.3. As provided in Section 3.3, upon each payment made by the Borrower Agent in respect of any draft or other demand for payment under any Letter of Credit, the amount of any Letter of Credit Advance outstanding immediately prior to such payment shall not terminate or reduce be automatically reduced by the Commitments ifamount of each Loan deemed advanced, after giving effect to any concurrent prepayment if any, in respect of the Loans in accordance with Section 2.11, (i) the sum related reimbursement obligation of the Revolving Credit Exposures would exceed the total Commitments, (ii) the sum of the Revolver A Credit Exposures would exceed the Revolver A Commitments, or (iii) the sum of the Revolver B Credit Exposures would exceed the Revolver B CommitmentsCompany. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof as well as whether such reduction applies to the Revolver A Commitments or the Revolver B Commitments. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent and such Commitments shall not be reinstated. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, the Commitments shall terminate on the Maturity Datelast day of the Availability Period. (b) The Borrower may at any time terminate, or from time to time reduce pro ratareduce, the Commitments as specified in the notice set forth in (c) below; Commitments, provided that (i) each reduction of the Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $10,000,000 and (ii) the Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment or repayment of the Revolving Loans and the Swingline Loans in accordance with Section 2.112.7, (i) the sum of the Revolving Credit Exposures of all Revolving Lenders would exceed the total aggregate Commitments, (ii) the sum each such reduction of the Revolver A Credit Exposures Commitments shall be in an amount that is an integral multiple of $2,500,000 and not less than $5,000,000, and (iii) any reduction of the Commitments to an amount below the Swingline Sublimit shall automatically reduce the Swingline Sublimit on a Dollar for Dollar basis. If at any time, as a result of such a partial reduction or termination as provided in Section 2.5(a), the Revolving Exposure of all Lenders would exceed the Revolver A aggregate Commitments, then the Borrower shall on the date of such reduction or termination of Commitments, repay or prepay Revolving Borrowings or Swingline Loans (iiior a combination thereof) the sum of the Revolver B Credit Exposures would exceed the Revolver B Commitmentsin an aggregate amount equal to such excess. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) or (c) of this Section at least three (3) Business Days (or such shorter period as the Administrative Agent may agree) prior to the effective date of such repayment, termination or reduction, specifying such election and the effective date thereof as well as whether such reduction applies to the Revolver A Commitments or the Revolver B Commitmentsthereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Revolving Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; , provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilitiesfacilities or transactions, in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfiedsatisfied subject to the Borrower’s obligation to indemnify the Lenders pursuant to Section 3.5. Any termination or reduction Each reduction, and any termination, of the Commitments shall be permanent and such Commitments shall not be reinstated. Each each reduction of the Commitments shall be made ratably among the Revolving Lenders in accordance with their respective Commitments.

Termination and Reduction of Commitments. (a) Unless previously terminatedThe Term Loan Commitments (other than any Incremental Term Loan Commitments, which shall terminate as provided in the related Incremental Assumption Agreement) shall automatically terminate upon the making of the Term Loans on the Closing Date. The Revolving Credit Commitments (other than any Incremental Revolving Credit Commitments of a different Class than the Revolving Facility, which shall terminate as provided in the related Incremental Assumption Agreement) shall automatically terminate on the Revolving Credit Maturity Date. The L/C Commitment shall automatically terminate on the earlier to occur of (i) the termination of all Initial Revolving Credit Commitments and (ii) the L/C Commitment Maturity Date. (b) The Upon at least three Business Days’ prior irrevocable written or fax notice to the Administrative Agent, the Borrower may at any time in whole permanently terminate, or from time to time reduce pro ratain part permanently reduce, the Term Loan Commitments as specified in or the notice set forth in (c) belowRevolving Credit Commitments; provided provided, however, that (i) each partial reduction of the Term Loan Commitments or the Revolving Credit Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than in a minimum amount of $10,000,000 5,000,000 and (ii) the Borrower Total Revolving Credit Commitment shall not terminate or reduce be reduced to an amount that is less than the Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.11, (i) the sum of the Aggregate Revolving Credit Exposures would exceed Exposure at the total Commitments, (ii) the sum of the Revolver time. A Credit Exposures would exceed the Revolver A Commitments, or (iii) the sum of the Revolver B Credit Exposures would exceed the Revolver B Commitments. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof as well as whether such reduction applies to the Revolver A Commitments or the Revolver B Commitments. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower or reduction may state that such notice is conditioned upon the effectiveness of other credit facilities, indentures or similar agreements or other transactions, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent and such Commitments shall not be reinstated. . (c) Each reduction of in the Term Loan Commitments or the Revolving Credit Commitments hereunder shall be made ratably among the Lenders in accordance with their 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 Revolving Credit Commitments so terminated or reduced accrued to but excluding the date of such termination or reduction.

Termination and Reduction of Commitments. (a) Unless previously terminated, the Commitments shall automatically terminate on the Maturity Date. (b) The Borrower may at any time terminate, or from time to time reduce pro ratapermanently reduce, the Commitments as specified in the notice set forth in (c) belowCommitments; provided that (i) each reduction of the Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $10,000,000 and 5,000,000, (ii) the Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.11Loans, (iA) the sum of the Revolving Credit Exposures Aggregate Exposure would exceed the total Commitments, Aggregate Commitment or (iiB) the sum Exposure of the Revolver A Credit Exposures any Lender would exceed the Revolver A Commitments, or its Commitment and (iii) the sum of Aggregate Commitments shall not be reduced to an amount less than $5,000,000 unless the Revolver B Credit Exposures would exceed the Revolver B CommitmentsCommitments are terminated in full. (c) If Qualified Revenue shall not exceed the Revenue Test Limit as of the end of each of any two consecutive fiscal quarters of the Borrower beginning with the fiscal quarter ending on or about June 30, 2017, on the 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 shall be permanently reduced in an amount such that Qualified Revenue, after giving effect to such reduction, shall exceed the Revenue Test Limit as of the end of the most recently completed fiscal quarter of the Borrower. The Agent is hereby authorized to take any actions necessary to implement any such reduction without any action by, or consent of, the Borrower. (d) If any Expansion Projections delivered to the Agent pursuant to Section 5.20 reflect that Qualified Revenue (including Qualified Revenue reflected in such Expansion Projections) for the then current fiscal year of the Borrower does not exceed the Revenue Test Limit on the date of such delivery, the Commitments shall be permanently reduced effective as of the date such Expansion Projections are delivered in an amount such that projected Qualified Revenue reflected in such Expansion Projections for the then current fiscal year of the Borrower equals or exceeds the Revenue Test Limit, after giving effect to such reduction. The Agent is hereby authorized to take any actions necessary to implement any such reduction without any action by, or consent of, the Borrower. (e) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three two Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof as well as whether such reduction applies to the Revolver A Commitments or the Revolver B Commitmentsthereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination or reduction of the Commitments delivered by the Borrower under paragraph (b) of this Section may state that such notice is conditioned upon the effectiveness occurrence of other credit facilitiesone or more events specified therein, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent and such Commitments shall not be reinstatedpermanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, the Revolving Commitments shall terminate on the Revolving Maturity Date. (b) The Borrower may at any time terminate, or from time to time reduce pro ratareduce, the Commitments as specified in the notice set forth in (c) belowRevolving Commitments; provided that (i) each reduction of the Revolving Commitments shall be in an amount that is an integral multiple of $1,000,000 100,000 and not less than $10,000,000 1,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.112.10, (i) the sum of the Revolving Credit Exposures would exceed the total Commitments, (ii) the sum of the Revolver A Credit Exposures would exceed the Revolver A Commitments, or (iii) the sum of the Revolver B Credit Exposures would exceed the Revolver B Revolving Commitments. (c) In the event that, on the date on which any prepayment would be required pursuant to Section 2.10(c), no Consolidated Term Borrowings remain outstanding or the amount of the prepayment required by Section 2.10(c), exceeds the aggregate principal amount of Consolidated Term Borrowings then outstanding, the Borrower shall reduce the Revolving Commitments, ratably according to the Applicable Percentages, by an amount equal to the excess of the required prepayment over the principal amount, if any, of Consolidated Term Borrowings actually prepaid. (d) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under paragraph (b) of this Section Section, or any required reduction of the Revolving Commitments under paragraph (c) of this Section, at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof as well as whether such reduction applies to the Revolver A Commitments or the Revolver B Commitmentsthereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Revolving Commitments shall be permanent and such Commitments shall not be reinstatedpermanent. Each reduction of the Revolving Commitments shall be made ratably among the Lenders in accordance with their respective CommitmentsApplicable Percentage.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Tranche B Commitments shall terminate at 5:00 p.m., New York City time, on the Closing Date and (ii) the Revolving Commitments shall terminate on the Revolving Maturity Date. (b) The Borrower may at any time terminate, or from time to time reduce pro ratareduce, the Commitments as specified in the notice set forth in (c) belowof any Class; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 500,000 and not less than $10,000,000 5,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans and Swingline Loans and/or cash collateralization of outstanding Letters of Credit in accordance with Section 2.11, (i) a manner reasonably satisfactory to the sum applicable Issuing Bank and the Administrative Agent and in a face amount equal to 105% of the outstanding amount of the applicable LC Exposure in respect thereof), the aggregate Revolving Credit Exposures would exceed the total Commitments, (ii) the sum of the Revolver A Credit Exposures would exceed the Revolver A Commitments, or (iii) the sum of the Revolver B Credit Exposures would exceed the Revolver B aggregate Revolving Commitments. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section 2.08 at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof as well as whether such reduction applies to the Revolver A Commitments or the Revolver B Commitmentsthereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section 2.08 shall be irrevocable; provided that a notice of termination of the Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, or the closing of a refinancing transaction, a sale of all or substantially all of the assets of the Borrower and its Subsidiaries or a Change of Control, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent Agent) on or prior to the specified effective date) date if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent and such Commitments shall not be reinstatedpermanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective CommitmentsCommitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Initial Revolving Credit Commitments shall automatically terminate on the Initial Revolving Credit Maturity Date, and (ii) the Additional Revolving Credit Commitments of any Class shall automatically terminate on the Maturity DateDate specified therefor in the applicable Refinancing Amendment, Extension Amendment or Incremental Facility Amendment, as applicable. (b) The Upon delivery of the notice required by Section 2.09(c), the Borrower may at any time terminate, terminate or from time to time reduce pro rata, the Revolving Credit Commitments as specified in the notice set forth in (c) belowof any Class; provided that (i) each reduction of the Revolving Credit Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 100,000 and not less than $10,000,000 500,000 and (ii) the Borrower shall not terminate or reduce the Revolving Credit Commitments of any Class if, after giving effect to any concurrent prepayment of Revolving Loans, Swingline Loans and/or the Loans in accordance provision of Letter of Credit Support with Section 2.11respect to any outstanding Letter of Credit, (i) the sum aggregate amount of the Revolving Credit Exposures Exposure attributable to the Revolving Credit Commitments of such Class would exceed the total aggregate amount of the Revolving Credit Commitments of such Class; provided that, after the establishment of any Class of Additional Revolving Credit Commitments, (ii) the sum any such termination or reduction of the Revolver A Revolving Credit Exposures would exceed Commitments of any Class shall be subject to the Revolver A Commitmentsprovisions set forth in Section 2.22, or (iii) the sum of the Revolver B Credit Exposures would exceed the Revolver B Commitments2.23 and/or 9.02, as applicable. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments any Revolving Credit Commitment under paragraph (b) of this Section in writing at least three Business Days prior to the effective date of such termination or reductionreduction (or such later date to which the Administrative Agent may agree), specifying such election and the effective date thereof as well as whether such reduction applies to the Revolver A Commitments or the Revolver B Commitmentsthereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Revolving Lenders of each applicable Class of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a any such notice of termination of the Commitments delivered by the Borrower may state that such notice it is conditioned upon the effectiveness of other credit facilitiestransactions or other events, in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments any Revolving Credit Commitment pursuant to this Section 2.09 shall be permanent and such Commitments shall not be reinstatedpermanent. Each Upon any reduction of any Revolving Credit Commitment, the Commitments Revolving Credit Commitment of each Revolving Lender of the relevant Class shall be made ratably among reduced by such Revolving Lender’s Applicable Percentage of the Lenders in accordance with their respective Commitmentsamount of such reduction.

Termination and Reduction of Commitments. (a) Unless previously terminated, the Initial Revolving Commitments shall automatically terminate on the Initial Revolving Credit Maturity Date. (b) The Upon delivering the notice required by Section 2.09(d), the Lead Borrower may at any time terminateterminate the Commitments of any Class upon (i) the payment in full in Cash of all outstanding Revolving Loans of such Class, together with accrued and unpaid interest thereon, (ii) the cancellation and return of all outstanding Letters of Credit of such Class (or alternatively, with respect to each outstanding Letter of Credit, the furnishing to the Administrative Agent of a Cash deposit (or, if reasonably satisfactory to the applicable Issuing Bank, a backup standby letter of credit) equal to 100% of the relevant LC Exposure (minus the amount then on deposit in the US LC Collateral Account or Canadian LC Collateral Account, as applicable) as of such date) and (iii) the payment in full of all accrued and unpaid fees and all reimbursable expenses and other non-contingent Obligations with respect to the Revolving Facility of such Class then due, together with accrued and unpaid interest (if any) thereon. (c) Upon delivering the notice required by Section 2.09(d), the Lead Borrower may from time to time reduce pro rata, the Commitments as specified in the notice set forth in (c) belowCommitments; provided that (i) each reduction of the Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $10,000,000 1,000,000 and (ii) the Lead Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans and Swingline Loans in accordance with Section 2.10 or Section 2.11, (i) the sum of the aggregate Revolving Credit Exposures Exposure would exceed the total Commitments, (ii) the sum of the Revolver A Credit Exposures would exceed the Revolver A Commitments, or (iii) the sum of the Revolver B Credit Exposures would exceed the Revolver B CommitmentsAggregate Commitment. (cd) The Lead Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) or (c) of this Section 2.09 in writing at least three Business Days prior to the effective date of such termination or reductionreduction (or such later date to which the Administrative Agent may agree), specifying such election and the effective date thereof as well as whether such reduction applies to the Revolver A Commitments or the Revolver B Commitmentsthereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the applicable Class of the contents thereof. Each notice delivered by the Lead Borrower pursuant to this Section 2.09 shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Lead Borrower may state that such notice is conditioned upon the effectiveness of other credit facilitiestransactions, in which case such notice may be revoked by the Lead Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments pursuant to this Section 2.09 shall be permanent and such Commitments shall not be reinstatedpermanent. Each Upon any reduction of the Commitments Commitments, the Commitment of each Lender shall be made ratably among the Lenders in accordance with their respective Commitmentsreduced by such Lender’s Applicable Percentage of such reduction amount.

Termination and Reduction of Commitments. (a) Unless previously terminated, the Revolving Commitments shall automatically terminate on the Maturity Date. The Term Loan Commitments shall automatically terminate at 5:00 p.m., Houston time, on the Effective Date. (b) The Borrower may at any time terminate, or from time to time reduce pro ratareduce, the Commitments as specified in the notice set forth in (c) belowRevolving Commitments; provided that (i) each reduction of the Revolving Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $10,000,000 5,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.112.10, (i) the sum of the Revolving Credit Exposures Exposure would exceed the total Revolving Commitments; provided that for purposes of this paragraph, (ii) the sum LC Exposure shall be deemed to be zero if there exists either cash collateral equal to 105% of the Revolver A Credit Exposures would exceed LC Exposure or one or more back-up letters of credit for the Revolver A Commitmentsbenefit of each applicable Issuing Bank in form and substance and issued by issuer(s) satisfactory to each such Issuing Bank in its sole discretion. Upon the provision of such cash collateral or back-up letters of credit and the payment in full of all Obligations, or (iii) then the sum Revolving Lenders shall be released from their obligations under Section 2.05(d), and all letter of credit fees accruing after the termination of the Revolver B Credit Exposures would exceed Revolving Commitments shall be for the Revolver B Commitmentsaccount of the applicable Issuing Banks. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof as well as whether such reduction applies to the Revolver A Commitments or the Revolver B Commitmentsthereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Revolving Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Revolving Commitments shall be permanent and such Commitments shall not be reinstatedpermanent. Each reduction of the Revolving Commitments shall be made ratably among the Revolving Lenders in accordance with their respective Revolving Commitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, the Revolving Commitments shall terminate on the Maturity Date. (b) The Borrower may at any time terminate, or from time to time reduce pro ratareduce, the Commitments as specified in the notice set forth in (c) belowof any Class; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 and not less than $10,000,000 and 5,000,000 or if less, the entire remaining amount, (ii) the Borrower shall not terminate or reduce either Class of the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans of such Class in accordance with Section 2.112.09, the aggregate Revolving Exposures of such Class (i) excluding, in the sum case of any termination of the Revolving A Commitments or the Revolving B Commitments, the portion of the Revolving A Exposures or Revolving B Exposures attributable to outstanding Tranche A Letters of Credit Exposures or Tranche B Letters of Credit, as applicable, if and to the extent that the Borrower has made arrangements satisfactory to the Administrative Agent and each applicable Issuing Bank with respect to such Tranche A Letters of Credit or Tranche B Letters of Credit, as applicable, and each applicable Issuing Bank has released the Revolving Lenders of such Class from their participation obligations with respect to such Tranche A Letters of Credit or Tranche B Letters of Credit, as applicable) would exceed the total Commitments, (ii) the sum aggregate Revolving Commitments of the Revolver A Credit Exposures would exceed the Revolver A Commitments, such Class or (iii) except in the sum case of a disproportionate reduction of the Revolver Revolving A Commitments at any time that the aggregate Revolving B Credit Exposures would exceed Commitments are $200,000,000 or less, each reduction of the Revolver B CommitmentsRevolving Commitments under any Facility shall be accompanied by a pro rata reduction in the Revolving Commitments under the other Facility (based on the aggregate principal amount of Revolving Commitments under each Facility immediately prior to each such reduction). (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof as well as whether such reduction applies to the Revolver A Commitments or the Revolver B Commitmentsthereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments of any Class delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilitiesfacilities or the receipt of proceeds from the issuance of other Indebtedness, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent and such Commitments shall not be reinstatedpermanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective CommitmentsCommitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Revolving Commitments shall terminate on the Revolving Maturity Date and (ii) the Swing Line Commitment shall terminate on the sixth Business Day prior to the Revolving Maturity Date. (b) The Borrower may at any time terminate, or from time to time reduce pro ratareduce, the Commitments as specified in the notice set forth in (c) below; Revolving Commitments, provided that (i) each reduction the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.08, the sum of the Revolving Exposures would exceed the total Revolving Commitments and (ii) each such reduction shall be in an amount that is an integral multiple of $1,000,000 500,000 and not less than $10,000,000 and 1,000,000. (iic) The Borrower may at any time terminate, or from time to time reduce, the Swing Line Commitment, provided that the Borrower shall not terminate or reduce the Commitments Swing Line Commitment if, after giving effect to any concurrent prepayment of the Swing Line Loans in accordance with Section 2.112.05(d), the aggregate outstanding principal amount of all Swing Line Loans would exceed the Swing Line Commitment. (id) the sum Each reduction of the Revolving Credit Exposures would exceed Commitments hereunder shall be made ratably among the total applicable Lenders in accordance with their respective Revolving Commitments, (ii) the sum of the Revolver A Credit Exposures would exceed the Revolver A Commitments, or (iii) the sum of the Revolver B Credit Exposures would exceed the Revolver B Commitments. (c) . The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under paragraph (bSection 2.06(b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof as well as whether such reduction applies to the Revolver A Commitments or the Revolver B Commitmentsthereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section 2.06 shall be irrevocable; , provided that a notice of termination of the Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Revolving Commitments hereunder shall be permanent and such Commitments shall not be reinstated. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Commitmentspermanent.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Term Commitments provided on the Effective Date shall terminate at 11:59 p.m., New York City time, on the Effective Date and (ii) the Revolving Commitments shall terminate on the Revolving Maturity Date. (b) The Borrower may at any time terminate, or from time to time reduce pro ratareduce, the Commitments as specified in the notice set forth in (c) below; of any Class, provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 500,000 and not less than $10,000,000 1,000,000 unless such amount represents all of the remaining Commitments of such Class and (ii) the Borrower shall not terminate or reduce the Revolving Commitments of any Class if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans of any Class in accordance with Section 2.11, (i) the sum aggregate Revolving Exposures of the Revolving Credit Exposures such Class would exceed the total Commitments, (ii) the sum aggregate Revolving Commitments of the Revolver A Credit Exposures would exceed the Revolver A Commitments, or (iii) the sum of the Revolver B Credit Exposures would exceed the Revolver B Commitmentssuch Class. (c) The Borrower shall notify the First Lien Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section 2.08 at least three one (1) Business Days Day prior to the effective date of such termination or reduction, specifying such election and the effective date thereof as well as whether such reduction applies to the Revolver A Commitments or the Revolver B Commitmentsthereof. 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 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 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 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 and such Commitments shall not be reinstatedpermanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments.Commitments of such Class

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, the all Revolving Commitments shall terminate on the Revolving Credit Maturity Date. (b) . The Extended Revolving Commitments shall terminate on the respective maturity dates applicable thereto. The Borrower Agent may at any time terminate, or from time to time reduce pro ratareduce, the Revolving Commitments as specified in the notice set forth in (c) belowof 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 $10,000,000 (or, if less, the remaining amount of such Commitments), and (ii) the Borrower Agent shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.112.10, the aggregate Revolving Exposures (i) excluding, the sum portion of the Revolving Credit Exposures attributable to outstanding Letters of Credit, if and to the 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 total aggregate Revolving Commitments, (ii) the sum of the Revolver A Credit Exposures would exceed the Revolver A Commitments, or (iii) the sum of the Revolver B Credit Exposures would exceed the Revolver B Commitments. (c) . The Borrower Agent shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under paragraph (b) of this Section at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof as well as whether such reduction applies to the Revolver A Commitments or the Revolver B Commitmentsthereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower Agent pursuant to this Section 2.08 shall be irrevocable; provided that a notice of termination of the Revolving Commitments delivered by the 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 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 and such Commitments shall not be reinstatedpermanent. Each reduction of the Revolving Commitments shall of any Class shall, except as provided in Section 2.20, be made ratably among the Lenders in accordance with their respective CommitmentsRevolving Commitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, the all Commitments shall terminate on the Maturity Date. (b) The Borrower may at any time terminateterminate the Commitments upon (i) the payment in full of all outstanding Loans, together with accrued and unpaid interest thereon and on any Letters of Credit, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or a back up standby letter of credit reasonably satisfactory to the Administrative Agent) equal to 103% of the LC Exposure as of such date), (iii) the 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 pro rata, the Commitments as specified in the notice set forth in (c) belowRevolving Commitments; provided that (i) each reduction of the Revolving Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $10,000,000 1,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, if (A) after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.112.04(b), (i) the sum of the Revolving Credit Exposures would exceed the total Commitments, (ii) the sum lesser of the Revolver A Credit Exposures would exceed total Revolving Commitments and the Revolver A Commitments, Borrowing Base or (iiiB) after giving effect to such reduction, the sum aggregate amount of the Revolver B Credit Exposures would exceed the Revolver B CommitmentsLenders’ Revolving Commitments is less than $250,000,000. (cd) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) or (c) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof as well as whether such reduction applies to the Revolver A Commitments or the Revolver B Commitmentsthereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent and such Commitments shall not be reinstatedpermanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, The Company shall have the right to terminate or reduce the Commitments shall terminate on the Maturity Date. (b) The Borrower may at any time terminate, or and from time to time reduce pro ratatime, the Commitments as specified in the notice set forth in (c) below; provided that (i) the Company shall give notice of such termination or reduction to the Agent specifying the amount and effective date thereof, (ii) each partial reduction of the Commitments thereof shall be in an a minimum amount that is of $5,000,000 and in an integral multiple of $1,000,000 and shall reduce such Commitments of all of the Lenders proportionately in accordance with the respective Commitment amounts for each such Lender, (iii) no such termination or reduction shall be permitted with respect to any portion of any such Commitments as to which a request for an Advance pursuant to Section 2.4 is then pending, and (iv) the Commitments may not less than $10,000,000 be terminated if any Advances are then outstanding and may not be reduced below the principal amount of Advances then outstanding. The Commitments or any portion thereof terminated or reduced pursuant to this Section 2.2 may not be reinstated. (b) For purposes of this Agreement, a Letter of Credit Advance (i) shall be deemed outstanding in an amount equal to the sum of the maximum amount available to be drawn under the related Letter of Credit on or after the date of determination and on or before the stated expiry date thereof plus the amount of any draws under such Letter of Credit that have not been reimbursed as provided in Section 3.3 and (ii) shall be deemed outstanding at all times on and before such stated expiry date or such earlier date on which all amounts available to be drawn under such Letter of Credit have been fully drawn, and thereafter until all related reimbursement obligations have been paid pursuant to Section 3.3. As provided in Section 3.3, upon each payment made by the Borrower Agent in respect of any draft or other demand for payment under any Letter of Credit, the amount of any Letter of Credit outstanding immediately prior to such payment shall not terminate or reduce be automatically reduced by the Commitments if, after giving effect to any concurrent prepayment amount of each Revolving Credit Loan deemed advanced in respect of the Loans in accordance with Section 2.11, (i) the sum related reimbursement obligation of the Revolving Credit Exposures would exceed the total Commitments, (ii) the sum of the Revolver A Credit Exposures would exceed the Revolver A Commitments, or (iii) the sum of the Revolver B Credit Exposures would exceed the Revolver B CommitmentsCompany. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof as well as whether such reduction applies to the Revolver A Commitments or the Revolver B Commitments. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent and such Commitments shall not be reinstated. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Revolving Commitments shall terminate on the Maturity DateDate and (ii) the Term Loan Commitments shall terminate on the Closing Date (after the reallocation of the Term Loans described in Section 2.1(b)). (ba) The Borrower may at any time terminate, or from time to time reduce pro ratareduce, the Commitments as specified in the notice set forth in (c) belowRevolving Commitments; provided that (i) each reduction of the Revolving Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $10,000,000 5,000,000, or the remaining balance of the Revolving Commitments, if less, and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.11, (i) the sum of the Revolving Credit Exposures would exceed the total Commitments, (ii) the sum of the Revolver A Credit Exposures would exceed the Revolver A Commitments, or (iii) the sum of the Revolver B Credit Exposures would exceed the Revolver B Revolving Commitments. (cb) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof as well as whether such reduction applies to the Revolver A Commitments or the Revolver B Commitmentsthereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Revolving Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Revolving Commitments shall be permanent and such Commitments shall not be reinstatedpermanent. Each reduction of the Revolving Commitments shall be made ratably among the Revolving Lenders in accordance with their respective Revolving Commitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, the Revolving Commitments shall terminate on the Maturity Date. (b) The Borrower Borrowers may at any time terminateterminate the Revolving Commitments upon (i) the payment in full of all outstanding Revolving Loans and all outstanding Term Loans, together with accrued and unpaid interest thereon and on any Letters of Credit, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or at the discretion of the Administrative Agent a back up standby letter of credit satisfactory to the Administrative Agent) equal to 105% of the LC Exposure as of such date), (iii) the payment in full of the accrued and unpaid fees, (iv) the payment in full of all reimbursable expenses and other Obligations together with accrued and unpaid interest and (v) the furnishing to the Administrative Agent of a cash deposit (or at the discretion of the Administrative Agent a back up standby letter of credit satisfactory to the Administrative Agent) in connection with any Secured Obligations consisting of Noticed Banking Services Obligations or Noticed Swap Obligations, in each case, in such amounts as the Revolving Lenders (or Affiliates thereof) providing such Noticed Banking Services Obligations or Noticed Swap Obligations, as applicable, may require (as such amount shall be certified to the Administrative Agent in writing from such Lender or Affiliate) (unless such Noticed Banking Services Obligations or Noticed Swap Obligations, as applicable, are paid in full in cash and terminated in a manner reasonably satisfactory to such Lender or Affiliate). (c) Commencing December 3, 2012, the Revolving Commitments shall automatically reduce by $3,200,000 per month on the first Business Day of each month; provided that, if any Term Lender shall decline its pro rata share of any Term Loan Amortization Payment for any month, the Revolving Commitments shall be subject to a further automatic reduction equal in amount to the aggregate pro rata shares of all Term Lenders which have declined their respective Term Loan Amortization Payments for such month in accordance with Section 2.08(a), such further automatic reduction to be effective on the first Business Day of such month. The Revolving Commitments shall also be subject to automatic reduction as provided in Section 2.09(h). (d) The Borrowers may from time to time voluntarily reduce pro rata, the Commitments as specified in the notice set forth in (c) belowRevolving Commitments; provided that (i) each reduction of the Revolving Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $10,000,000 5,000,000 and (ii) the Borrower Borrowers shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.112.09, (i) the sum of the Revolving Credit Exposures Availability would exceed the total Commitments, (ii) the sum of the Revolver A Credit Exposures would exceed the Revolver A Commitments, or (iii) the sum of the Revolver B Credit Exposures would exceed the Revolver B Commitmentsbe less than $0. (ce) The Borrower Borrowers shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under paragraph paragraphs (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 as well as whether such reduction applies to the Revolver A Commitments or the Revolver B Commitmentsthereof. Promptly following receipt of any notice, the Administrative Agent shall advise the applicable Lenders of the contents thereof. Each notice delivered by the Borrower Borrowers pursuant to this Section shall be irrevocable; provided that a notice of termination of the Revolving Commitments delivered by the Borrower 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 Borrower Borrowers (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Revolving Commitments (including without limitation, any mandatory reduction pursuant to Section 2.09(c) or Section 2.09(h)) shall be permanent and such Commitments shall not be reinstatedpermanent. Each reduction of the Revolving Commitments (including without limitation, any mandatory reduction pursuant to Section 2.09(c) or Section 2.09(h)) shall be made ratably among the Revolving Lenders with Revolving Commitments in accordance with their respective Revolving Commitments.

Termination and Reduction of Commitments. (ai) Unless The Term Commitments existing on the Closing Date shall automatically terminate upon the making of the Term Loans on the Closing Date and (ii) unless previously terminated, the Revolving Credit Commitments shall terminate on the Revolving Credit Maturity Date. The Amendment No. 1 Incremental Term Commitments of each Amendment No. 1 Incremental Term Lender under the Amendment No. 1 Incremental Term Facility shall be automatically terminated on the Amendment No. 1 Effective Date upon the borrowing (or deemed borrowing, as applicable) of the Amendment No. 1 Incremental Term Loans on such date. The Amendment No. 1 Refinancing Term Commitments of each Amendment No. 1 Refinancing Term Lender under the Amendment No. 1 Refinancing Term Facility shall be automatically terminated on the Amendment No. 1 Effective Date upon the borrowing of the Amendment No. 1 Refinancing Term Loans on such date. (b) The Upon delivering the notice required by Section 2.08(d), the Borrower may at any time terminateterminate the Revolving Credit Commitments upon (i) the payment in full in Cash of all outstanding Revolving Loans, together with accrued and unpaid interest thereon, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a Cash deposit (or if reasonably satisfactory to the Administrative Agent and the applicable Issuing Bank, a backup standby letter of credit) equal to 100% of the LC Exposure as of such date) and (iii) the payment in full of all accrued and unpaid fees and all reimbursable expenses and other non-contingent Obligations with respect to the Revolving Facility then due, together with accrued and unpaid interest (if any) thereon. (c) Upon delivering the notice required by Section 2.08(d), the Borrower may from time to time reduce pro rata, the Commitments as specified in the notice set forth in (c) belowRevolving Credit Commitments; provided that (i) each reduction of the Revolving Credit Commitments shall be in an amount that is an integral multiple of the Dollar Equivalent of $1,000,000 100,000 and not less than the Dollar Equivalent or $10,000,000 1,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Credit Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.112.09 or Section 2.10, (i) the sum of the Aggregate Revolving Credit Exposures Exposure would exceed the total Commitments, (ii) the sum of the Revolver A Total Revolving Credit Exposures would exceed the Revolver A Commitments, or (iii) the sum of the Revolver B Credit Exposures would exceed the Revolver B CommitmentsCommitment. (cd) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) or (c) of this Section 2.08 on or before 2:00 p.m. New York City time at least three one Business Days Day prior to the effective date of such termination or reduction, specifying such election and the effective date thereof as well as whether such reduction applies to the Revolver A Commitments or the Revolver B Commitmentsthereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Revolving Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Revolving Credit Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilitiestransactions, in which case such notice may be revoked by the Borrower (by written notice 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 pursuant to this Section 2.08 shall be permanent and such Commitments shall not be reinstatedpermanent. Each Upon any reduction of the Commitments Revolving Credit Commitments, the Revolving Credit Commitment of each Revolving Lender shall be made ratably among the Lenders in accordance with their respective Commitmentsreduced by such Revolving Lender’s Applicable Percentage of such reduction amount.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Term Commitments shall terminate at 5:00 p.m., New York time, on the Effective Date and (ii) all the Revolving Commitments shall termi­nate on the Revolving Credit Maturity Date. (b) The Borrower may at any time terminateterminate the Revolving Commitments upon (i) the payment in full of all outstanding Revolving Loans and LC Disbursements, together with accrued and unpaid interest thereon, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or at the discretion of the Administrative Agent a backup standby letter of credit satisfactory to the Administrative Agent and the Issuing Bank) in an amount equal to 105% of the LC Exposure as of such date), (iii) the payment in full of the accrued and unpaid fees and (iv) the payment in full of all reimbursable expenses and other Obligations together with accrued and unpaid interest thereon. (c) The Borrower may from time to time reduce pro rata, the Commitments as specified in the notice set forth in (c) belowRevolving Commitments; provided that (i) each reduction of the Revolving Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $10,000,000 1,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.112.8, (i) the sum of the Aggregate Revolving Credit Exposures Exposure would exceed the total Commitments, (ii) the sum of the Revolver A Credit Exposures would exceed the Revolver A Commitments, or (iii) the sum of the Revolver B Credit Exposures would exceed the Revolver B aggregate Revolving Commitments. (cd) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under paragraph (b) or (c) of this Section at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof as well as whether such reduction applies to the Revolver A Commitments or the Revolver B Commitmentsthereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Revolving Commitments shall be permanent and such Commitments shall not be reinstatedpermanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Revolving Commitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, the Initial Commitments shall automatically terminate on the Initial Revolving Credit Maturity Date. (b) The Upon delivering the notice required by Section 2.09(d), the Lead Borrower may at any time terminateterminate the Commitments of any Class upon (i) the payment in full in Cash of all outstanding Revolving Loans of such Class, together with accrued and unpaid interest thereon, (ii) the cancellation and return of all outstanding Letters of Credit of such Class (or alternatively, with respect to each outstanding Letter of Credit, the furnishing to the Administrative Agent of a Cash deposit (or, if reasonably satisfactory to the applicable Issuing Bank, a backup standby letter of credit) equal to 100% of the relevant LC Exposure (minus the amount then on deposit in the US LC Collateral Account or Canadian LC Collateral Account, as applicable) as of such date) and (iii) the payment in full of all accrued and unpaid fees and all reimbursable expenses and other non-contingent Obligations with respect to the Revolving Facility of such Class then due, together with accrued and unpaid interest (if any) thereon. (c) Upon delivering the notice required by Section 2.09(d), the Lead Borrower may from time to time reduce pro rata, the Commitments as specified in the notice set forth in (c) belowCommitments; provided that (i) each reduction of the Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $10,000,000 1,000,000 and (ii) the Lead Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans and Swingline Loans in accordance with Section 2.112.10 or Section 2.11 or any Reallocation in accordance with Section 2.25, (i) the sum of the aggregate Initial US Revolving Credit Exposures Exposure would exceed the total Commitments, (ii) US Line Cap or the sum of the Revolver A Initial Canadian Revolving Credit Exposures Exposure would exceed the Revolver A Commitments, or (iii) the sum of the Revolver B Credit Exposures would exceed the Revolver B CommitmentsCanadian Line Cap. (cd) The Lead Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) or (c) of this Section 2.09 in writing at least three Business Days prior to the effective date of such termination or reductionreduction (or such later date to which the Administrative Agent may agree), specifying such election and the effective date thereof as well as whether such reduction applies to the Revolver A Commitments or the Revolver B Commitmentsthereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the applicable Class of the contents thereof. Each notice delivered by the Lead Borrower pursuant to this Section 2.09 shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Lead Borrower may state that such notice is conditioned upon the effectiveness of other credit facilitiestransactions, in which case such notice may be revoked by the Lead Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments pursuant to this Section 2.09 shall be permanent and such Commitments shall not be reinstatedpermanent. Each Upon any reduction of the Commitments Commitments, the Commitment of each Lender shall be made ratably among the Lenders in accordance with their respective Commitmentsreduced by such Lender’s Applicable Percentage of such reduction amount.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Tranche A Commitments, shall terminate at 5:00 p.m. on the last day of the Tranche A Availability Period, (ii) the Tranche B Commitments shall terminate at 5:00 p.m., New York City time, on the Effective Date and (iii) the Revolving Commitments shall terminate on the Revolving Maturity Date. (b) The Borrower may at any time terminate, or from time to time reduce pro ratareduce, the Commitments as specified in the notice set forth in (c) belowof any Class; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 and not less than $10,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.112.10, (i) the sum of the Revolving Credit Exposures would exceed the total Commitments, (ii) the sum of the Revolver A Credit Exposures would exceed the Revolver A Commitments, or (iii) the sum of the Revolver B Credit Exposures would exceed the Revolver B Revolving Commitments. (c) If any prepayment of Term Borrowings is required pursuant to Section 2.10 but cannot be made because there are no Term Borrowings outstanding, or because the amount of the required prepayment exceeds the outstanding amount of Term Borrowings, then, on the date that such prepayment is required, first, the Tranche A Term Commitments, and, if insufficient, second the Revolving Commitments shall be reduced by an aggregate amount equal to the amount of the required prepayment, or the excess of such amount over the outstanding amount of Term Borrowings, as the case may be. (d) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section Section, or any required reduction of the Revolving Commitments under paragraph (c) of this Section, at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof as well as whether such reduction applies to the Revolver A Commitments or the Revolver B Commitmentsthereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective effec tive date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent and such Commitments shall not be reinstatedpermanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective CommitmentsCommitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, the Commitments Total Commitment shall terminate on the Final Maturity Date. (b) Unless previously terminated, the Commitment of each Lender shall terminate in its entirety on such Lender’s Maturity Date. (c) Unless previously terminated, the Swingline Commitment of each Swingline Lender shall terminate on the Swingline Maturity Date of such Swingline Lender. (d) The Borrower may at any time terminate, or from time to time reduce pro ratareduce, the Commitments as specified in the notice set forth in (c) belowCommitments; provided that (i) each reduction of the Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $10,000,000 and 5,000,000, (ii) the Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.10, the Revolving Credit Exposures would exceed the Total Commitment and (iii) at any time within the 30 days prior to the Maturity Date of any Non-Continuing Lender and so long as no Event of Default then exists, the Borrower may terminate the Commitment of such Non-Continuing Lender, provided that (x) all Loans, together with unpaid accrued interest thereon and all accrued but unpaid fees pursuant to Section 2.11, of such Non-Continuing Lender are repaid or paid, as applicable, in full and (iy) after giving effect to such termination and repayment, the sum of the Revolving Credit Exposures would does not exceed the total Commitments, (ii) the sum of the Revolver A Credit Exposures would exceed the Revolver A Commitments, or (iii) the sum of the Revolver B Credit Exposures would exceed the Revolver B CommitmentsTotal Commitment. (ce) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (bSection 2.08(d) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof as well as whether such reduction applies to the Revolver A Commitments or the Revolver B Commitmentsthereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent and such Commitments shall not be reinstatedpermanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, the Commitments shall terminate on the Maturity Date. (b) The Upon delivering the notice required by Section 2.09(d), Borrower may at any time terminateterminate the Commitments (without premium or penalty) upon (i) the payment in full of all outstanding Loans, together with accrued and unpaid interest thereon, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the Cash Collateralization or Backstop of such Letter of Credit), and (iii) the payment in full of all accrued and unpaid fees and all reimbursable expenses and other Obligations then earned, due, and owing as of such termination together with accrued and unpaid interest thereon. (c) Upon delivering the notice required by Section 2.09(d), Borrower may from time to time reduce pro rata, the Commitments as specified in the notice set forth in (c) belowwithout premium or penalty); provided that (i) each reduction of the Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $10,000,000 1,000,000, and in integral multiples of $1,000,000 thereafter, and (ii) the Borrower shall not terminate or reduce the Commitments if, after giving AMENDED AND RESTATED ABL CREDIT AGREEMENT effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.112.10, (i) the sum of the Revolving Credit aggregate Exposures would exceed the total Available Commitments; provided, (ii) the sum that any reduction of the Revolver A Credit Exposures would exceed Commitments must include a corresponding reduction in the Revolver A Commitmentsmaximum LC Exposure, or (iii) the sum of the Revolver B Credit Exposures would exceed the Revolver B Commitmentsunder Section 2.06(b). (cd) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) or (c) of this Section 2.09 at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof as well as whether such reduction applies to the Revolver A Commitments or the Revolver B Commitmentsthereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section 2.09 shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, other debt or equity issuances, an asset sale or an investment, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments pursuant to this Section 2.09 shall be permanent and such Commitments shall not be reinstatedpermanent. Each Upon any reduction of the Commitments Commitments, the Commitment of each Lender shall be made ratably among the Lenders in accordance with their respective Commitmentsreduced by such Lender’s Applicable Percentage of such reduction amount.

Termination and Reduction of Commitments. (a) Unless previously terminated, the Commitments shall terminate on the Maturity Date. (b) The Upon delivering the notice required by Section 2.09(d), Borrower may at any time terminateterminate the Commitments (without premium or penalty) upon (i) the payment in full of all outstanding Loans, together with accrued and unpaid interest thereon, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the Cash Collateralization or Backstop of such Letter of Credit), and (iii) the payment in full of all accrued and unpaid fees and all reimbursable expenses and other Obligations then earned, due, and owing as of such termination together with accrued and unpaid interest thereon. (c) Upon delivering the notice required by Section 2.09(d), Borrower may from time to time reduce pro rata, the Commitments as specified in the notice set forth in (c) belowwithout premium or penalty); provided that (i) each reduction of the Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $10,000,000 1,000,000, and in integral multiples of $1,000,000 thereafter, and (ii) the Borrower shall not terminate or reduce the Commitments if, after giving SECOND AMENDED AND RESTATED ABL CREDIT AGREEMENT effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.112.10, (i) the sum of the Revolving Credit aggregate Exposures would exceed the total Available Commitments; provided, (ii) the sum that any reduction of the Revolver A Credit Exposures would exceed Commitments must include a corresponding reduction in the Revolver A Commitmentsmaximum LC Exposure, or (iii) under Section 2.06(b); provided, further, that the sum of Maximum Cash Collateral Cap shall be reduced on a dollar-for-dollar basis with the Revolver B Credit Exposures would exceed maximum LC Exposure for every dollar that the Revolver B Commitmentsmaximum LC Exposure is reduced below $80,000,000. (cd) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) or (c) of this Section 2.09 at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof as well as whether such reduction applies to the Revolver A Commitments or the Revolver B Commitmentsthereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section 2.09 shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, other debt or equity issuances, an asset sale or an investment, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments pursuant to this Section 2.09 shall be permanent and such Commitments shall not be reinstatedpermanent. Each Upon any reduction of the Commitments Commitments, the Commitment of each Lender shall be made ratably among the Lenders in accordance with their respective Commitmentsreduced by such Lender’s Applicable Percentage of such reduction amount.

Termination and Reduction of Commitments. (a) Unless previously terminated, the Initial Commitments shall automatically terminate on the Initial Revolving Credit Maturity Date. (b) The Upon delivering the notice required by Section 2.09(d), the Lead Borrower may at any time terminateterminate the Commitments of any Class upon (i) the payment in full in Cash of all outstanding Revolving Loans of such Class, together with accrued and unpaid interest thereon, (ii) the cancellation and return of all outstanding Letters of Credit of such Class (or alternatively, with respect to each outstanding Letter of Credit, the furnishing to the Administrative Agent of a Cash deposit (or, if reasonably satisfactory to the applicable Issuing Bank, a backup standby letter of credit) equal to 100% of the relevant LC Exposure (minus the amount then on deposit in the US LC Collateral Account or Canadian LC Collateral Account, as applicable) as of such date) and (iii) the payment in full of all accrued and unpaid fees and all reimbursable expenses and other non-contingent Obligations with respect to the Revolving Facility of such Class then due, together with accrued and unpaid interest (if any) thereon. (c) Upon delivering the notice required by Section 2.09(d), the Lead Borrower may from time to time reduce pro rata, the Commitments as specified in the notice set forth in (c) belowCommitments; provided that (i) each reduction of the Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $10,000,000 1,000,000 and (ii) the Lead Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans and Swingline Loans in accordance with Section 2.112.10 or Section 2.11 or any Reallocation in accordance with Section 2.25, (i) the sum of the aggregate Initial US Revolving Credit Exposures Exposure would exceed the total Commitments, (ii) US Line Cap or the sum of the Revolver A Initial Canadian Revolving Credit Exposures Exposure would exceed the Revolver A Commitments, or (iii) the sum of the Revolver B Credit Exposures would exceed the Revolver B CommitmentsCanadian Line Cap. (cd) The Lead Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) or (c) of this Section 2.09 in writing at least three Business Days prior to the effective date of such termination or reductionreduction (or such later date to which the Administrative Agent may agree), specifying such election and the effective date thereof as well as whether such reduction applies to the Revolver A Commitments or the Revolver B Commitmentsthereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the applicable Class of the contents thereof. Each notice delivered by the Lead Borrower pursuant to this Section 2.09 shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Lead Borrower may state that such notice is conditioned upon the effectiveness of other credit facilitiestransactions, in which case such notice may be revoked by the Lead Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition -108- is not satisfied. Any termination or reduction of the Commitments pursuant to this Section 2.09 shall be permanent and such Commitments shall not be reinstatedpermanent. Each Upon any reduction of the Commitments Commitments, the Commitment of each Lender shall be made ratably among the Lenders in accordance with their respective Commitmentsreduced by such Lender’s Applicable Percentage of such reduction amount.

Termination and Reduction of Commitments. (a) Unless previously terminated, the The Revolving Commitments and Swingline Commitment shall terminate be automatically and permanently terminated on the Maturity Termination Date. (b) The Borrower may at At any time terminate, or and from time to time reduce pro rataafter the date hereof, upon not less than five (5) Business Days’ prior written notice to the Administrative Agent, the Commitments as specified Borrower may terminate in whole or reduce in part the notice set forth in (c) below; aggregate Unutilized Revolving Commitments, provided that (i) each any such partial reduction of the Commitments shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $10,000,000 and (ii5,000,000 or, if greater, an integral multiple thereof. The amount of any termination or reduction made under this Section 2.5(b) the Borrower shall may not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.11, (i) the sum of the Revolving Credit Exposures would exceed the total Commitments, (ii) the sum of the Revolver A Credit Exposures would exceed the Revolver A Commitments, or (iii) the sum of the Revolver B Credit Exposures would exceed the Revolver B Commitmentsthereafter be reinstated. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof as well as whether such Each reduction applies to the Revolver A Commitments or the Revolver B Commitments. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower Revolving Commitments pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent and such Commitments shall not be reinstated. Each reduction of the Commitments shall be made applied ratably among the Lenders in accordance with according to their respective Revolving Commitments. Any such reduction in the Aggregate Revolving Commitments below the principal amount of the Swingline Commitment shall result in a proportionate reduction (rounded to the next lowest integral multiple of $100,000) in the Swingline Commitment. (d) With the written approval of the Administrative Agent, the Borrower may terminate (on a non-ratable basis) the unused amount of the Revolving Commitment of a Defaulting Lender, and in such event the provisions of Section 2.22 will apply to all amounts thereafter paid by the Borrower for the account of any 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 Administrative Agent, the Swingline Lender or any other Lender may have against such Defaulting Lender.

Termination and Reduction of Commitments. (a) Unless previously terminated, the The Initial Term Note Commitments shall automatically terminate upon the funding of the Initial Term Notes on the Maturity Closing Date. (b) The Borrower Upon delivering the notice required by Section 2.09(d), the Issuer may at any time terminateterminate the Variable Note Commitments upon (i) the payment in full in Cash of all outstanding Variable Notes, or together with accrued and unpaid interest thereon and (ii) the payment in full of all accrued and unpaid fees and all reimbursable expenses and other non-contingent Obligations with respect to the Variable Note then due, together with accrued and unpaid interest (if any) thereon. (c) Upon delivering the notice required by Section 2.09(d), the Issuer may from time to time reduce pro rata, the Commitments as specified in the notice set forth in (c) belowVariable Note Commitments; provided that (i) each reduction of the Variable Note Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $10,000,000 1,000,000 and (ii) the Borrower Issuer shall not terminate or reduce the Variable Note Commitments if, after giving effect to any concurrent prepayment of the Loans Variable Notes in accordance with Section 2.10 or Section 2.11, (i) the sum of the Revolving Credit Exposures Aggregate Variable Note Exposure would exceed the total Commitments, (ii) the sum of the Revolver A Credit Exposures would exceed the Revolver A Commitments, or (iii) the sum of the Revolver B Credit Exposures would exceed the Revolver B CommitmentsTotal Variable Note Commitment. (cd) The Borrower Issuer shall notify the Administrative Agent of any election to terminate or reduce the Variable Note Commitments under paragraph (b) or (c) of this Section 2.09 in writing at least three Business Days prior to the effective date of such termination or reductionreduction (or such later date to which the Administrative Agent may agree), specifying such election and the effective date thereof as well as whether such reduction applies to the Revolver A Commitments or the Revolver B Commitmentsthereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders Variable Note Holders of the contents thereof. Each notice delivered by the Borrower Issuer pursuant to this Section 2.09 shall be irrevocable; provided that a notice of termination of the Variable Note Commitments delivered by the Borrower Issuer may state that such notice is conditioned upon the effectiveness of other credit facilitiestransactions, in which case such notice may be revoked by the Borrower Issuer (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Variable Note Commitments pursuant to this Section 2.09 shall be permanent and such Commitments shall not be reinstatedpermanent. Each Upon any reduction of the Commitments Variable Note Commitments, the Variable Note Commitment of each Variable Note Holder shall be made ratably among the Lenders in accordance with their respective Commitmentsreduced by such Variable Note Holder’s Applicable Percentage of such reduction amount.

Termination and Reduction of Commitments. (a) Unless previously terminated(i) Except as otherwise provided in Section 2.16, the Revolving Commitments, the Swingline Commitment, and the LC Commitment shall automatically terminate on the Revolving Maturity Date and (ii) the Initial Term Loan Commitments shall terminate and be automatically and permanently reduced to $0 upon the making of the Initial Term Loans on the Maturity DateClosing Date pursuant to Section 2.01(b). (b) The Borrower may at any time terminate, or from time to time reduce pro ratareduce, the Commitments of any Class, as specified determined by the Borrower, in the notice set forth whole or in (c) belowpart; provided that (i) each any such reduction of the Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $10,000,000 the Borrowing Multiple and (ii) the Borrower Revolving Commitments shall not terminate be terminated or reduce the Commitments reduced if, after giving effect to any concurrent prepayment of the Loans under the Revolving Facility in accordance with Section 2.112.09, (i) the sum of the total Revolving Credit Exposures Exposure would exceed the total Commitments, (ii) the sum of the Revolver A Credit Exposures would exceed the Revolver A Commitments, or (iii) the sum of the Revolver B Credit Exposures would exceed the Revolver B Revolving Commitments. (c) [Reserved]. (d) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the any Class of Commitments under any Facility under paragraph (b) of this Section 2.07 at least three two Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof as well as whether such reduction applies to the Revolver A Commitments or the Revolver B Commitmentsthereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any effectuated termination or reduction of the Commitments shall be permanent and such Commitments shall not be reinstatedpermanent. Each termination or reduction of the Commitments shall be made ratably among the Lenders based on each Lender's Pro Rata Percentage under the applicable Facility, Facilities or within any Class of the Commitments; provided that, notwithstanding the foregoing, (1) the Borrower may allocate any termination or reduction of Commitments among Classes at its direction, (2) the Borrower may allocate any termination or reduction of Revolving Commitments among initial 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 2.16, the Existing Revolving Loan Commitments of any one or more Lenders providing any such Extended Revolving Commitments on such date shall be reduced in an amount equal to the amount of Existing Revolving Loan Commitments so extended on such date (or, if agreed by the Borrower 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 Borrower prepays the Existing Revolving Loans of such Class of Existing Revolving Loan Commitments owed to such Lenders providing such Extended Revolving Commitments to the extent necessary to ensure that, after giving pro forma effect to such repayment or reduction, the Existing Revolving Loans of such Class are held by the Lenders of such Class on a pro rata basis in accordance with their respective CommitmentsExisting Revolving Loan Commitments of such Class after giving pro forma effect to such reduction) (provided that (x) after giving pro forma effect to any such reduction and to the repayment of any Loans made on such date, 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 Xxxxxx'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 2.16 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, the Commitments shall automatically terminate on the Maturity Date. (b) The Borrower may at any time terminate, or from time to time reduce pro ratapermanently reduce, the Commitments as specified in the notice set forth in (c) belowCommitments; provided that (i) each reduction of the Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $10,000,000 and 5,000,000, (ii) the Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.11Loans, (iA) the sum of the Revolving Credit Exposures Aggregate Exposure would exceed the total Commitments, Aggregate Commitment or (iiB) the sum Exposure of the Revolver A Credit Exposures any Lender would exceed the Revolver A Commitments, or its Commitment and (iii) the sum of Aggregate Commitments shall not be reduced to an amount less than $5,000,000 unless the Revolver B Credit Exposures would exceed the Revolver B CommitmentsCommitments 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 about MarchDecember 31, 20172021 , on the 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 shall be permanently reduced in an amount such that the Maximum Available Amount, after giving effect to such reduction, shall not exceed the Revenue Test Limit as of the end of the most recently completed fiscal quarter of the Borrower. The Agent is hereby authorized to take any actions necessary to implement any such reduction without any action by, or consent of, the Borrower. (d) If any Expansion Projections delivered to the Agent pursuant to Section 5.20 reflect that the Maximum Available Amount on the date of such delivery exceeds the projected Revenue Test Limit reflected in such Expansion Projections as of the end of the then current fiscal year of the Borrower (after taking into account any Local Pledged Revenue Receipts that the Borrower expects in good faith to be deposited in the Collection Account during the remainder of such fiscal year to the extent that the Borrower has entered into an irrevocable payment direction agreement with the applicable Obligor in form and substance reasonably satisfactory to the Agent), the Commitments shall be permanently reduced effective as of the date such Expansion Projections are delivered in an amount such that the Maximum Available Amount, after giving effect to such reduction, shall not exceed the projected Revenue Test Limit reflected in such Expansion Projections as of the end of the then current fiscal year of the Borrower. The Agent is hereby authorized to take any actions necessary to implement any such reduction without any action by, or consent of, the Borrower. (e) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three two Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof as well as whether such reduction applies to the Revolver A Commitments or the Revolver B Commitmentsthereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination or reduction of the Commitments delivered by the Borrower under paragraph (b) of this Section may state that such notice is conditioned upon the effectiveness occurrence of other credit facilitiesone or more events specified therein, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent and such Commitments shall not be reinstatedpermanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Tranche B-1 Commitments shall terminate at 5:00 p.m., New York City time, on the Restatement Effective Date and (ii) the Revolving Commitments shall terminate on the Revolving Maturity Date. (b) The Borrower may at any time terminate, or from time to time reduce pro ratareduce, the Commitments as specified in the notice set forth in (c) below; of any Class, provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 and not less than $10,000,000 10,000,000, (ii) the 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 (iiiii) the Borrower shall not terminate or reduce either Class of the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans of such Class in accordance with Section 2.11, the aggregate Revolving Exposures of such Class (i) excluding, in the sum case of any termination of the Global Revolving Commitments, the portion of the 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 total Commitments, (ii) the sum aggregate Revolving Commitments of the Revolver A Credit Exposures would exceed the Revolver A Commitments, or (iii) the sum of the Revolver B Credit Exposures would exceed the Revolver B Commitmentssuch Class. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof as well as whether such reduction applies to the Revolver A Commitments or the Revolver B Commitmentsthereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; , provided that a notice of termination of the Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilitiesfacilities or the receipt of the proceeds from the issuance of other Indebtedness, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent and such Commitments shall not be reinstatedpermanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective CommitmentsCommitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, the The unused Tranche A Commitments shall automatically terminate on at the Maturity Dateend of the Tranche A Availability Period and the unused Tranche B Commitments shall automatically terminate at the end of the Tranche B Availability Period. (b) The Borrower may at any time terminate, or from time to time reduce pro ratareduce, the Tranche A Commitments as specified in and/or the notice set forth in (c) belowTranche B Commitments; provided that (i) each reduction of the Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $10,000,000 and (ii) the Borrower shall not terminate or reduce the any Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.112.09, (i) the sum of the Revolving total Credit Exposures under the relevant Tranche would exceed the total Commitments, (ii) Commitments under the sum of the Revolver A Credit Exposures would exceed the Revolver A Commitments, or (iii) the sum of the Revolver B Credit Exposures would exceed the Revolver B Commitmentsrelevant Tranche. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof as well as whether such reduction applies to the Revolver A Commitments or the Revolver B Commitments. Promptly following receipt of any noticethereof, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Any termination or reduction of the Commitments shall be permanent and such Commitments shall not be reinstatedpermanent. Each reduction of the Commitments under either Tranche shall be made ratably among the Lenders in accordance with their respective CommitmentsCommitments under such Tranche.” (e) Section 2.08(a) of the Bridge Loan Agreement is hereby amended by deleting such section and replacing it with the following: (a) The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of each Lender (i) the then unpaid principal amount of each Tranche A Loan on the Tranche A Maturity Date and (ii) the then unpaid principal amount of each Tranche B Loan on the Tranche B Maturity Date.” (f) Section 2.08(c) of the Bridge Loan Agreement is hereby amended by adding the words “Tranche and” before the word “Type” in clause (i) of such Section. (g) Section 2.08(e) of the Bridge Loan Agreement is hereby amended by deleting such section and replacing it with the following:

Termination and Reduction of Commitments. (a) Unless previously terminated, the Commitments shall terminate on the Maturity Date. (b) The Borrower may at any time terminate, or from time to time reduce pro ratareduce, the Commitments as specified in the notice set forth in (c) belowCommitments; provided that (i) each reduction of the Commitments shall be in an amount that is an integral multiple of $1,000,000 10,000,000 and not less than $10,000,000 25,000,000 and (ii) the Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.112.09, (i) the sum of the Revolving Credit Exposures plus the aggregate principal amount of outstanding Competitive Loans would exceed the total Commitments, (ii) the sum of the Revolver A Credit Exposures would exceed the Revolver A Commitments, or (iii) the sum of the Revolver B Credit Exposures would exceed the Revolver B Total Commitments. (c) In the event and or each occasion that any Net Proceeds are received by or on behalf of FDSI (whether before, on or after the Effective Date) or any Subsidiary in respect of any Commitment Reduction Event, then within three Business Days of the date that such Net Proceeds are received, the Commitments shall be reduced by an aggregate amount equal to the amount of such Net Proceeds (provided that, for the avoidance of doubt, the minimum and integral amounts of Commitment reductions specified in paragraph (b) of this Section shall not apply to a reduction of the Commitments under this paragraph (c)). (d) The Borrower shall notify the Administrative Paying Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section Section, or any required reduction of the Commitments under paragraph (c) of this Section, at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof as well as whether such reduction applies to the Revolver A Commitments or the Revolver B Commitmentsthereof. Promptly following receipt of any notice, the Administrative Paying Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilitiesfacilities (or in the case of paragraph (c), the consummation of the relevant Commitment Reduction Event), in which case such notice may be revoked by the Borrower (by notice to the Administrative Paying Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent and such Commitments shall not be reinstatedpermanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments; provided that any reduction of the Commitments made at a time when there is any Exceeding Lender Group shall be applied to reduce only the Commitments of the Exceeding Lender Group or Exceeding Lender Groups until the Commitments of such Exceeding Lender Group or Exceeding Lender Groups are reduced to $1,000,000,000; provided further, that at the time the Commitments of any Exceeding Lender Group exceeds the Commitments of another Exceeding Lender Group, any reduction of the Commitments shall be allocated among the Exceeding Lender Groups first to the Exceeding Lender Group whose Commitments exceed those of the other Exceeding Lender Group or Exceeding Lender Groups (or to the two Exceeding Lender Groups whose Commitments exceed those of the other Exceeding Lender Group in the case the Commitments of the two Exceeding Lender Groups are in an equal amount) until the Commitments of each Exceeding Lender Group are in an equal amount.

Termination and Reduction of Commitments. (a) Unless previously terminated, the Revolving Credit Commitments shall terminate on the Revolving Credit Maturity Date. (b) The Upon delivering the notice required by Section 2.09(d), the Lead Borrower may at any time terminateterminate the Revolving Credit Commitments upon (i) the payment in full in Cash of all outstanding Revolving Loans, together with accrued and unpaid interest thereon, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each outstanding Letter of Credit, the furnishing to the Administrative Agent of a Cash deposit (or, if reasonably satisfactory to the applicable Issuing Bank, a backup standby letter of credit) equal to 100% of the LC Exposure (minus the amount then on deposit in the LC Collateral Account) as of such date), (iii) the payment in full in Cash of all Ancillary Outstandings or, alternatively the furnishing to the relevant Ancillary Lender of a Cash deposit equal to 100% of the Ancillary Outstandings as of such date, in each case, together with accrued and unpaid interest, fees and reimbursement expenses in respect thereof and (iv) the payment in full of all accrued and unpaid fees and all reimbursable expenses and other non-contingent Obligations with respect to the Revolving Facility then due, together with accrued and unpaid interest (if any) thereon. (c) Upon delivering the notice required by Section 2.09(d), the Lead Borrower may from time to time reduce pro rata, the Commitments as specified in the notice set forth in (c) below; Revolving Credit Commitments; provided that (i) each reduction of the Revolving Credit Commitments 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 $10,000,000 1,000,000 and (ii) the Lead Borrower shall not terminate or reduce the Revolving Credit Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.10 or Section 2.11, (i) the sum of the Aggregate Revolving Credit Exposures Exposure would exceed the total Commitments, (ii) the sum of the Revolver A Total Revolving Credit Exposures would exceed the Revolver A Commitments, or (iii) the sum of the Revolver B Credit Exposures would exceed the Revolver B CommitmentsCommitment. (cd) The Lead Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Credit Commitments under paragraph (b) or (c) of this Section 2.09 in writing at least three Business Days prior to the effective date of such termination or reductionreduction (or such later date to which the Administrative Agent may agree), specifying such election and the effective date thereof as well as whether such reduction applies to the Revolver A Commitments or the Revolver B Commitmentsthereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Revolving Lenders of the contents thereof. Each notice delivered by the Lead Borrower pursuant to this Section 2.09 shall be irrevocable; irrevocable; provided that a notice of termination of the Revolving Credit Commitments delivered by the Lead Borrower may state that such notice is conditioned upon the effectiveness of other credit facilitiestransactions, in which case such notice may be revoked by the Lead Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Revolving Credit Commitments pursuant to this Section 2.09 shall be permanent and such Commitments shall not be reinstatedpermanent. Each Upon any reduction of the Commitments Revolving Credit Commitments, the Revolving Credit Commitment of each Revolving Lender shall be made ratably among the Lenders in accordance with their respective Commitmentsreduced by such Revolving Lender’s Applicable Percentage of such reduction amount.

Termination and Reduction of Commitments. (a) Unless ----------------------------------------- previously terminated, the Revolving Commitments shall terminate on the Revolving Maturity Date. (b) The Borrower may at any time terminate, or from time to time reduce pro ratareduce, the Commitments as specified in the notice set forth in (c) below; Revolving Commitments, provided that (i) each reduction of the -------- Revolving Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $10,000,000 5,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.11, (i) the sum of the Revolving Credit Exposures would exceed the total Commitments, (ii) the sum of the Revolver A Credit Exposures would exceed the Revolver A Commitments, or (iii) the sum of the Revolver B Credit Exposures would exceed the Revolver B Revolving Commitments. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under paragraph (b) of this Section Section, or any required reduction of the Revolving Commitments under paragraph (d) of this Section, at least three one Business Days Day prior to the effective date of such termination or reduction, specifying such election and the effective date thereof as well as whether such reduction applies to the Revolver A Commitments or the Revolver B Commitmentsthereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; , provided that a notice of termination of the Revolving Commitments delivered by -------- the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. . (d) On the date that is three Business Days following any date on which any Net Proceeds are received by or on behalf of the Borrower or any Subsidiary in respect of any Prepayment Event, the Revolving Commitments shall be reduced, except to the extent that such a reduction would require a repayment of Revolving Loans under Section 2.11(b) that would result in a breach of the Indenture, in an aggregate amount equal to 100% of the amount of such Net Proceeds, provided that, in the case of any event described in clause (a) of the -------- definition of the term "Prepayment Event", if the Borrower shall deliver to the Administrative Agent a certificate of a Financial Officer to the effect that the Borrower and the Subsidiaries intend to apply the Net Proceeds from such event (or a portion thereof specified in such certificate), within 90 days after receipt of such Net Proceeds, as applicable, to acquire real property, equipment or other tangible assets to be used in the business of the Borrower and the Subsidiaries, and certifying that no Default has occurred and is continuing, then no reduction of the Revolving Commitments shall be required pursuant to this paragraph in respect of the Net Proceeds in respect of such event (or the portion of such Net Proceeds specified in such certificate, if applicable) except to the extent of any such Net Proceeds therefrom that have not been so applied by the end of such 90-day period, at which time the Revolving Commitments shall be reduced in an aggregate amount equal to the amount of such Net Proceeds that have not been so applied. (e) Any termination or reduction of the Revolving Commitments shall be permanent and such Commitments shall not be reinstatedpermanent. Each reduction of the Revolving Commitments shall be made ratably among the Lenders in accordance with their respective Revolving Commitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, the all Commitments shall terminate on the Maturity Commitment Termination Date. (b) The Borrower Company, on behalf of the Borrowers, may at any time terminate, without premium or penalty (other than, with respect to Eurocurrency Borrowings, payments that may become due under Section 2.16), the Commitments upon (i) the payment in full of all outstanding Loans, together with accrued and unpaid interest thereon, (ii) the payment in full of the accrued and unpaid fees and (iii) the payment in full of all reimbursable expenses and other Obligations together with accrued and unpaid interest thereon. The Company, on behalf of the Borrowers, may from time to time reduce pro ratareduce, without premium or penalty (other than, with respect to Eurocurrency Borrowings, payments that may become due under Section 2.16), the Commitments as specified in the notice set forth in (c) below; Commitments, provided that (i) each reduction of the Commitments shall be in an amount that is an integral multiple of $1,000,000 10,000,000 and not less than $10,000,000 25,000,000 and (ii) the Borrower Company shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.11, (i) the sum of the Revolving aggregate Credit Exposures would exceed the total Commitments, (ii) the sum Total Commitment. Any termination or reduction of the Revolver A Credit Exposures would exceed the Revolver A Commitments, or (iii) the sum Commitments shall be permanent. Each reduction of the Revolver B Credit Exposures would exceed Commitments shall be made ratably among the Revolver B Lenders in accordance with their respective Commitments. (c) . The Borrower Company shall notify the Administrative Agent of any election to terminate or reduce the Commitments under this paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof as well as whether such reduction applies to the Revolver A Commitments or the Revolver B Commitmentsthereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower Company pursuant to this Section paragraph shall be irrevocable; , provided that a notice of termination or reduction of the Commitments delivered by the Borrower Company 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 any other event, in which case such notice may be revoked by the Borrower Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent and such Commitments shall not be reinstated. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, the all Commitments shall terminate on the Maturity Date. (b) The Borrower Upon delivering the notice required by Section 2.09(d), the Borrowers may at any time terminateterminate the Commitments upon (i) the payment in full of all outstanding Loans, together with accrued and unpaid interest thereon, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the cash collateralization of such Letter of Credit (or at the discretion of the Administrative Agent a backup standby letter of credit satisfactory to the Administrative Agent) by depositing in the LC Collateral Account an amount in cash equal to 103% of the LC Exposure as of such date), and (iii) the payment in full of all accrued and unpaid fees and all reimbursable expenses and other Obligations then earned, due, and owing as of such termination together with accrued and unpaid interest thereon. (c) Upon delivering the notice required by Section 2.09(d), the Administrative Borrower may from time to time reduce pro rata, the Commitments as specified in the notice set forth in (c) belowwithout premium or penalty); provided that (i) each reduction of the Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $10,000,000 1,000,000, and in integral multiples of $1,000,000 thereafter, and (ii) the Administrative Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.112.10, (i) the sum of the Revolving Credit Exposures would exceed the total Commitments, (ii) the sum of the Revolver A Credit Exposures would exceed the Revolver A Commitments, or (iii) the sum of the Revolver B Credit Exposures would exceed the Revolver B Available Commitments. (cd) The Administrative Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) or (c) of this Section 2.09 at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof as well as whether such reduction applies to the Revolver A Commitments or the Revolver B Commitmentsthereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Administrative Borrower pursuant to this Section 2.09 shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Administrative Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Administrative Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments pursuant to this Section 2.09 shall be permanent and such Commitments shall not be reinstatedpermanent. Each Upon any reduction of the Commitments Commitments, the Commitment of each Lender shall be made ratably among the Lenders in accordance with their respective Commitmentsreduced by such Lender’s Applicable Percentage of such reduction amount.

Termination and Reduction of Commitments. (a) Unless previously terminated, the Revolving Commitments shall terminate on the Maturity DateDate and the Term Commitments shall terminate upon final disbursement of the Term Loans or the end of the Availability Period for the Term Facility, whichever comes first. (b) The Borrower may at any time terminate, or from time to time reduce pro ratareduce, the Commitments as specified in the notice set forth in (c) belowRevolving Commitments; provided that (i) each reduction of the Revolving Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $10,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.11, (i) the sum of the Revolving Credit Exposures would exceed the total Revolving Commitments; provided, (ii) however, the sum Borrower may not reduce the aggregate amount of the Revolver A Credit Exposures would exceed Revolving Commitments below $25,000,000 pursuant to this Section unless the Revolver A Commitments, or (iii) Borrower is terminating the sum of the Revolver B Credit Exposures would exceed the Revolver B CommitmentsRevolving Commitments in full. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof as well as whether such reduction applies to the Revolver A Commitments or the Revolver B Commitmentsthereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Revolving Commitments shall be permanent and such Commitments shall not be reinstatedpermanent. Each reduction of the Revolving Commitments shall be made ratably among the Revolving Lenders in accordance with their respective Revolving Commitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Original Term Commitments shall terminate at 5:00 p.m., New York City time, on the Effective Date, (ii) the New Term Commitments shall terminate at 5:00 p.m., New York City time, on the First Amendment Effective Date and (iiiii) all the Revolving Commitments shall terminate on the Revolving Credit Maturity Date. (b) The Borrower may at any time terminateterminate the Revolving Commitments upon (i) the payment in full of all outstanding Revolving Loans and LC Disbursements, together with accrued and Table of Contents 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 pro rata, the Commitments as specified in the notice set forth in (c) belowRevolving Commitments; provided that (i) each reduction of the Revolving Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $10,000,000 5,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.112.10, (i) the sum of the Aggregate Revolving Credit Exposures Exposure would exceed the total Commitments, (ii) the sum of the Revolver A Credit Exposures would exceed the Revolver A Commitments, or (iii) the sum of the Revolver B Credit Exposures would exceed the Revolver B aggregate Revolving Commitments. (cd) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under paragraph (b) or (c) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof as well as whether such reduction applies to the Revolver A Commitments or the Revolver B Commitmentsthereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilitiesfacilities or other funding sources, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Revolving Commitments shall be permanent and such Commitments shall not be reinstatedpermanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Revolving Commitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Initial Term Loan Commitments shall automatically terminate upon the making of the Initial Term Loans on the Closing Date and (ii) the Revolving Credit Commitments shall terminate on the Revolving Credit Maturity Date. (b) The Upon delivering the notice required by Section 2.09(d), the Borrower Representative may at any time terminateterminate the Revolving Credit Commitments upon (i) the payment in full in Cash of all outstanding Revolving Loans, together with accrued and unpaid interest thereon, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each outstanding Letter of Credit, the furnishing to the Administrative Agent of a Cash deposit in Dollars (or, if reasonably satisfactory to the applicable Issuing Bank, a backup standby letter of credit) equal to 102% of the LC Exposure (minus the Dollar Equivalent of the amount then on deposit in the LC Collateral Account) as of such date) and (iii) the payment in full of all accrued and unpaid fees and all reimbursable expenses and other non-contingent Obligations with respect to the Revolving Facility then due, together with accrued and unpaid interest (if any) thereon. (c) Upon delivering the notice required by Section 2.09(d), the Borrower Representative may from time to time reduce pro rata, the Commitments as specified in the notice set forth in (c) belowRevolving Credit Commitments; provided that (i) each reduction of the Revolving Credit Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $10,000,000 1,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Credit Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.10 or Section 2.11, (i) the sum of the Aggregate Revolving Credit Exposures Exposure would exceed the total Commitments, (ii) the sum of the Revolver A Total Revolving Credit Exposures would exceed the Revolver A Commitments, or (iii) the sum of the Revolver B Credit Exposures would exceed the Revolver B CommitmentsCommitment. (cd) The Borrower Representative shall notify the Administrative Agent of any election to terminate or reduce the Revolving Credit Commitments under paragraph (b) or (c) of this Section 2.09 in writing at least three Business Days prior to the effective date of such termination or reductionreduction (or such later date to which the Administrative Agent may agree), specifying such election and the effective date thereof as well as whether such reduction applies to the Revolver A Commitments or the Revolver B Commitmentsthereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Revolving Lenders of the contents thereof. Each notice delivered by the Borrower Representative pursuant to this Section 2.09 shall be irrevocable; provided that a notice of termination of the Revolving Credit Commitments delivered by the Borrower Representative may state that such notice is conditioned upon the effectiveness of other credit facilitiestransactions, in which case such notice may be revoked by the Borrower Representative (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Revolving Credit Commitments pursuant to this Section 2.09 shall be permanent and such Commitments shall not be reinstatedpermanent. Each Upon any reduction of the Commitments Revolving Credit Commitments, the Revolving Credit Commitment of each Revolving Lender shall be made ratably among the Lenders in accordance with their respective Commitmentsreduced by such Revolving Lender’s Applicable Percentage of such reduction amount.

Termination and Reduction of Commitments. Increase in Commitments. (a) Unless previously terminated, terminated the Commitments shall terminate on the Maturity Date. (b) The Borrower Borrowers may at any time terminateterminate the Commitments upon (i) the payment in full in cash of all outstanding Loans, together with accrued and unpaid interest thereon and on any LC Exposure, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the Cash Collateralization (or, at the discretion of the Administrative Agent, a back- up standby letter of credit satisfactory to the Administrative Agent and the Issuing Bank)) of all outstanding Letters of Credit, (iii) the payment in full in cash of the accrued and unpaid fees, and (iv) the payment in full in cash of all reimbursable expenses and other Obligations, together with accrued and unpaid interest thereon. (c) The Borrowers may from time to time reduce pro rata, the Commitments as specified in the notice set forth in (c) belowCommitments; provided that (i) each reduction of the Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $10,000,000 5,000,000 and (ii) the Borrower Borrowers shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.11, (i) the sum of Borrowers would not be in compliance with the Revolving Credit Exposures would exceed the total Commitments, (ii) the sum of the Revolver A Credit Exposures would exceed the Revolver A Commitments, or (iii) the sum of the Revolver B Credit Exposures would exceed the Revolver B CommitmentsExposure Limitations. (cd) The Borrower Representative shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) or (c) of this Section at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof as well as whether such reduction applies to the Revolver A Commitments or the Revolver B Commitmentsthereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower Representative pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower Representative may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower Representative (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent and such Commitments shall not be reinstatedpermanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments. (e) The Borrowers shall have the right to increase the Commitments by obtaining additional Commitments, either from one or more of the Lenders or another lending institution provided that (i) any such request for an increase shall be in a minimum amount of $25,000,000, (ii) the Commitments may be increased pursuant hereto on no more than four (4) occasions, (iii) the aggregate amount of all additional Commitments obtained under this clause (e) shall not exceed $100,000,000, (iv) the identity of any such new Lender shall be reasonably acceptable to the Administrative Agent, such approval not to be unreasonably withheld or delayed, (v) any such new Lender assumes all of the rights and obligations of a “Lender” hereunder, and (vi) the procedure described in Section 2.09(f) have been satisfied. Nothing contained in this Section 2.09 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment hereunder at any time. (g) On the effective date of any such increase or addition, (i) any Lender increasing (or, in the case of any newly added Lender, extending) its Commitment shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving effect to such increase or addition and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Loans of all the Lenders to equal its revised Applicable Percentage of such outstanding Revolving Loans, and the Administrative Agent shall make such other adjustments among the Lenders with respect to the Revolving Loans then outstanding and amounts of principal, interest, commitment fees and other amounts paid or payable with respect thereto as shall be necessary, in the opinion of the Administrative Agent, in order to effect such reallocation and (ii) the Borrowers shall be deemed to have repaid and reborrowed all outstanding Revolving Loans as of the date of any increase (or addition) in the Commitments (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower Representative, in accordance with the requirements of Section 2.03). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each SOFR Rate Loan (if applicable), shall be subject to indemnification by the Borrowers pursuant to the provisions of Section 2.15(d) if the deemed payment occurs other than on the last day of the related Interest Periods. Within a reasonable time after the effective date of any increase or addition, the Administrative Agent shall, and is hereby authorized and directed to, revise the Commitment Schedule to reflect such increase or addition and shall distribute such revised Commitment Schedule to each of the Lenders and the Borrower Representative, whereupon such revised Commitment Schedule shall replace the old Commitment Schedule and become part of this Agreement. Additionally, on the effective date of any such increase or addition, the following dollar floors shall be automatically and proportionately increased (such that the percentage yielded by dividing such existing dollar floor by the aggregate Commitments, in each case as in effect prior to the effectiveness of such increased or additional Commitments, is the same as the percentage yielded by dividing such increased dollar floor by the aggregate Commitments, in each case immediately following the effectiveness of such increased or additional Commitments): (i) the maximum amounts of Swingline Loans set forth in Section 2.05(a); (ii) the dollar floors set forth in the definition of “Covenant Testing Event”; (iii) the dollar floors set forth in clause (b) of the definition of “Dominion Period”; (iv) the dollar floors set forth in clauses (i) and (ii) of the definition of “Increased BBC Reporting Period”; (v) the dollar floors set forth in clauses (i) and (ii) of the definition of “Increased Financial Reporting Period”; (vi) the dollar floors set forth in clauses (b)(i) and (b)(ii) of the definition of “Payment Conditions”; (vii) the dollar floors set forth in clauses (i) and (ii) of the definition of “Testing Event”; and (viii) the dollar floors set forth in Sections 5.07(a) and 5.07(b).

Termination and Reduction of Commitments. (a) Unless ----------------------------------------- previously terminated, (i) the Tranche A Commitments and Tranche B Commitments shall terminate at 5:00 p.m., New York City time, on the Effective Date and (ii) the Revolving Commitments shall terminate on the Revolving Maturity Date. (b) The Borrower may at any time terminate, or from time to time reduce pro ratareduce, the Commitments as specified in the notice set forth in (c) belowof 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 $10,000,000 2,500,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.11, (i) the sum of the Revolving Credit Exposures would exceed the total Commitments, (ii) the sum of the Revolver A Credit Exposures would exceed the Revolver A Commitments, or (iii) the sum of the Revolver B Credit Exposures would exceed the Revolver B Revolving 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 Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof as well as whether such reduction applies to the Revolver A Commitments or the Revolver B Commitmentsthereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Revolving -------- Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent and such Commitments shall not be reinstatedpermanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective CommitmentsCommitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminatedterminated in accordance with the terms of this Agreement, (i) the Tranche 1 Term Commitments shall terminate at 5:00 p.m., New York City time on the First Restatement Effective Date, (ii) the Revolving Commitments shall terminate on the Revolving/Tranche 1 Term Maturity Date, (iii) the Tranche 2 Term Commitments shall terminate at 5:00 p.m., New York City time on the Second Restatement Effective Date and (iv) the Tranche 3 Term Commitments shall terminate at 5:00 p.m., New York City time on the 2008 Restatement Effective Date. (b) The Borrower may at any time terminate, or from time to time reduce pro ratareduce, the Commitments as specified in the notice set forth in (c) belowof any Class; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 and not less than $10,000,000 5,000,000 and (ii) the Borrower shall not terminate or reduce (A) the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.11, (i) the sum of the total Revolving Credit Exposures would exceed the total CommitmentsRevolving Commitments or (B) except as otherwise provided in the applicable Refinancing Amendment or Loan Modification Agreement, (ii) the sum Other Revolving Commitments of any Class if, after giving effect to any concurrent repayment of the Revolver A Credit Other Revolving Loans of such Class, the Other Revolving Exposures of such Class would exceed the Revolver A Commitments, or (iii) the sum Other Revolving Commitments of the Revolver B Credit Exposures would exceed the Revolver B Commitmentssuch Class. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three one Business Days Day prior to the effective date of such termination or reduction, specifying such election and the effective date thereof as well as whether such reduction applies to the Revolver A Commitments or the Revolver B Commitmentsthereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of voluntary termination or reduction of the Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilitiesfacilities or other financings, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent and such Commitments shall not be reinstatedpermanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective CommitmentsCommitments of such Class. (d) Reductions and terminations of any Other Revolving Commitments shall be as provided for in the applicable Refinancing Amendment or Loan Modification Agreement.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Tranche A Commitments shall terminate at 5:00 p.m., New York City time, on the last day of the Tranche A Availability Period and (ii) the Revolving Commitments shall terminate on the Revolving Maturity Date. (b) The Borrower may at any time terminate, or from time to time reduce pro ratareduce, the Commitments as specified in the notice set forth in (c) belowof any Class; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 and not less than $10,000,000 5,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans and any deposit of cash collateral in accordance with Section 2.112.10, (i) the sum of the Revolving Credit Exposures would exceed the total Revolving Commitments, . 54 49 (iic) In the sum event that any prepayment of Term Borrowings is required to be made pursuant to the provisions of Section 2.10 at a time when no Tranche A Term Loans are outstanding (or in an amount in excess of the Revolver outstanding Tranche A Credit Exposures Term Loans) then, on the date such prepayment would exceed otherwise be required to be made, an amount equal to such required payment or excess amount, as the Revolver case may be, shall be applied, first, to the permanent reduction of unused Tranche A Commitments, or (iii) if any, until no unused Tranche A Commitments are outstanding, and thereafter to the sum permanent reduction of the Revolver B Credit Exposures would exceed the Revolver B Revolving Commitments. (cd) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section Section, or any required reduction of the Revolving Commitments under paragraph (c) of this Section, at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof as well as whether such reduction applies to the Revolver A Commitments or the Revolver B Commitmentsthereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent and such Commitments shall not be reinstatedpermanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective CommitmentsCommitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, the terminated all Commitments shall terminate on the Maturity Date. (b) The Borrower Company may at any time terminateterminate the Commitments upon (i) the payment in full of all outstanding Loans, together with accrued and unpaid interest thereon and on any Letters of Credit, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or at the discretion of the Administrative Agent a back up standby letter of credit satisfactory to the Administrative Agent) equal to 105% of the LC Exposure as of such date), (iii) the payment in full of the accrued and unpaid fees, and (iv) the payment in full of all reimbursable expenses and other Obligations together with accrued and unpaid interest thereon. (c) The Company may from time to time reduce pro rata, the Commitments as specified in the notice set forth in (c) belowRevolving Commitments; provided that (i) each reduction of the Revolving Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $10,000,000 2,000,000 and (ii) the Borrower Company shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.11Revolving Loans, (i) the sum of the Revolving Credit Exposures would exceed the total Commitments, (ii) the sum lesser of the Revolver A Credit Exposures would exceed total Revolving Commitments and the Revolver A Commitments, or (iii) the sum of the Revolver B Credit Exposures would exceed the Revolver B CommitmentsBorrowing Base. (cd) The Borrower Company shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) or (c) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof as well as whether such reduction applies to the Revolver A Commitments or the Revolver B Commitmentsthereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower Company pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower Company may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent and such Commitments shall not be reinstatedpermanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments.

Termination and Reduction of Commitments. (a) Unless previously terminatedThe Term Loan Commitments shall be automatically and permanently terminated on December 15, 1998, unless the Term Loans have been made in full on or prior to such date. The Revolving Credit Commitments shall be automatically and permanently terminated on the Revolving Credit Termination Date; provided, however, that the Tranche B Revolving Credit Commitments shall terminate on December 15, 1998 unless the Maturity DateBorrower has repaid or redeemed the Senior Notes on or prior to such date. (b) The Borrower may at Revolving Credit Commitments shall, on each date upon which a prepayment of the Loans is required under any provision of Section 2.6 (and exceeds in amount the aggregate principal amount of Term Loans then outstanding) or would be required if Term Loans were then outstanding, be automatically and permanently reduced pro rata by the amount, if any, by which the amount of such required prepayment (determined as if an unlimited amount of Term Loans were then outstanding) exceeds the aggregate principal amount of Term Loans then actually outstanding, as more particularly set forth in Section 2.6(i). (c) At any time terminate, or and from time to time reduce pro rataafter the date hereof, upon not less than five (5) Business Days' prior written notice to the Administrative Agent, the Commitments as specified Borrower may terminate in whole or reduce in part the notice set forth in (c) below; aggregate Unutilized Revolving Credit Commitments, provided that (i) each any such partial reduction of the Commitments shall be in an aggregate amount that is of not less than $5,000,000 or, if greater, an integral multiple of $1,000,000 and not less than $10,000,000 and in excess thereof (ii) which reductions may, if the Borrower elects, be applied pro rata to the Unutilized Tranche A Revolving Credit Commitment and the Unutilized Tranche B Revolving Credit Commitment). The amount of any termination or reduction made under this subsection (c) may not thereafter be reinstated. (d) The Revolving Credit Commitments shall not terminate or reduce be permanently reduced on a quarterly basis (on March 31, June 30, September 30 and December 31 of each year), beginning March 31, 2000, based on the Commitments if, after giving effect to any concurrent prepayment following annual percentages for each of the Loans following years (which percentages shall be applied to the aggregate Revolving Credit Commitments as in accordance with Section 2.11, effect immediately prior to the first such reduction): Year Percentage Reduction ---- -------------------- 2000 10.0% 2001 20.0% 2002 20.0% 2003 20.0% 2004 20.0% 2005 10.0% (ie) the sum Each reduction of the Revolving Credit Exposures would exceed the total Commitments, (ii) the sum of the Revolver A Credit Exposures would exceed the Revolver A Commitments, or (iii) the sum of the Revolver B Credit Exposures would exceed the Revolver B Commitments. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof as well as whether such reduction applies to the Revolver A Commitments or the Revolver B Commitments. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of applied ratably between the Tranche A Revolving Credit Commitments delivered by and the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilitiesTranche B Revolving Credit Commitments, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent and such Commitments shall not be reinstated. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with according to their respective Revolving Credit Commitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Tranche A Term Loan Commitments and the Tranche B Term Loan Commitments shall terminate at 5:00 p.m., New York City time, on the Effectiveness Date and (ii) the Revolving Commitments and the Swingline Commitments shall terminate on the Revolving Maturity Date. (b) The Borrower Company may at any time terminate, or from time to time reduce pro ratareduce, the Revolving Commitments, the Tranche A Term Loan Commitments as specified in or the notice set forth in (c) belowTranche B Term Loan Commitments; 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 $10,000,000 and (ii) the Borrower Company shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.11, (i) the sum of the total Revolving Credit Exposures and the Lender LC Exposure would exceed the total Commitments, (ii) the sum of the Revolver A Credit Exposures would exceed the Revolver A Commitments, or (iii) the sum of the Revolver B Credit Exposures would exceed the Revolver B Revolving 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) If the aggregate principal amount of the Senior Subordinated Notes and other Permanent Securities issued on or prior to the Effectiveness Date is in excess of $125,000,000, the Tranche A Term Loan Commitment and the Tranche B Term Loan Commitment shall be reduced on a pro rata basis by the amount of such excess. (e) The Borrower Company shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section Section, or any required reduction of the Revolving Commitments under paragraph (c) of this Section, at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof as well as whether such reduction applies to the Revolver A Commitments or the Revolver B Commitmentsthereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower Company pursuant to this Section shall be irrevocable; provided PROVIDED that a notice of termination of the Revolving Commitments delivered by the Borrower Company may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent and such Commitments shall not be reinstatedpermanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective CommitmentsCommitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, the Initial Commitments shall automatically terminate on the Initial Revolving Credit Maturity Date. (b) The Upon delivering the notice required by Section 2.09(d), the Lead Borrower may at any time terminateterminate the Commitments of any Class upon (i) the payment in full in Cash of all outstanding Revolving Loans of such Class, together with accrued and unpaid interest thereon, (ii) the cancellation and return of all outstanding Letters of Credit of such Class (or alternatively, with respect to each outstanding Letter of Credit, the furnishing to the Administrative Agent of a Cash deposit (or, if reasonably satisfactory to the applicable Issuing Bank, a backstop standby letter of credit) equal to 100% of the LC Exposure in respect of such Class (minus the amount then on deposit in the LC Collateral Account) as of such date) and (iii) the payment in full of all accrued and unpaid fees and all reimbursable expenses and other non-contingent Obligations with respect to the Revolving Facility of such Class then due, together with accrued and unpaid interest (if any) thereon; provided that, at any time that any Additional Revolving Commitments in respect of the Additional European Incremental Revolving Facility are outstanding hereunder, the Initial Commitments may not be terminated unless such Additional Revolving Commitments are terminated concurrently therewith. (c) Upon delivering the notice required by Section 2.09(d), the Lead Borrower may from time to time reduce pro rata, the Commitments as specified in the notice set forth in (c) belowCommitments; provided that (i) each reduction of the Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $10,000,000 and 1,000,000, (ii) each reduction of the Initial Commitment shall solely be a reduction of the Initial Primary Commitment and, for the avoidance of doubt, shall not be a reduction of the Initial Peak Season Commitment, (iii) at any time following the effectiveness of the Additional European Incremental Revolving Facility, the Initial Commitments shall not be reduced if, after giving effect to such reduction, the Initial Commitments outstanding at such time would constitute less than 50% of the Aggregate Commitments outstanding at such time and (iv) the Lead Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans and Swingline Loans in accordance with Section 2.10 or Section 2.11, (iA) the sum of the Total Revolving Credit Exposures Exposure would exceed the total CommitmentsAggregate Commitment, (iiB) the sum aggregate Initial Revolving Credit Exposure of the Revolver A Credit Exposures all Lenders would exceed the Revolver A CommitmentsAggregate North American Commitment, (C) any Initial Revolving Lender’s Initial Revolving Credit Exposure would exceed such Initial Revolving Lender’s Initial Commitment or (iiiD) the sum of aggregate Initial Revolving Credit Exposure attributable to Credit Extensions made to the Revolver B Credit Exposures Canadian Borrower and Spanish Borrower collectively would exceed the Revolver B CommitmentsCanadian/Spanish Borrower Sublimit. (cd) The Lead Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) or (c) of this Section 2.09 in writing at least #94513555v35 three (3) Business Days prior to the effective date of such termination or reductionreduction (or such later date to which the Administrative Agent may agree), specifying such election and the effective date thereof as well as whether such reduction applies to the Revolver A Commitments or the Revolver B Commitmentsthereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the applicable Class of the contents thereof. Each notice delivered by the Lead Borrower pursuant to this Section 2.09 shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Lead Borrower may state that such notice is conditioned upon the effectiveness of other credit facilitiestransactions or contingencies, in which case such notice may be revoked by the Lead Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any effective termination or reduction of the Commitments pursuant to this Section 2.09 shall be permanent and such Commitments shall not be reinstatedpermanent. Each Upon any reduction of the Commitments Commitments, the Commitment of each Lender shall be made ratably among the Lenders in accordance with their respective Commitmentsreduced by such Lender’s Applicable Percentage of such reduction amount.

Termination and Reduction of Commitments. (a) Unless previously terminated, the Commitments shall terminate on the Maturity Date. (b) The Borrower may at any time terminate, or from time to time reduce pro ratareduce, the Commitments as specified in the notice set forth in (c) belowCommitments; provided that (i) each reduction of the Commitments shall be in an amount that is an integral multiple of $1,000,000 10,000,000 and not less than $10,000,000 20,000,000 and (ii) the Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.112.08, the aggregate Credit Exposures of the Lenders would exceed the total Commitments; provided further that if, after giving effect to any reduction of the Commitments, (i) the sum L/C Sublimit exceeds the amount of the Revolving Credit Exposures would exceed the total Commitments, the L/C Sublimit shall be automatically reduced by the amount of such excess and (ii) if the sum Individual L/C Sublimit of any Issuing Bank exceeds the Revolver A Credit Exposures would exceed Commitments of such Issuing Bank, such Issuing Bank’s Individual L/C Sublimit shall be automatically reduced by the Revolver A Commitmentsamount of such excess. Except as provided above, or (iii) the sum amount of any such Commitment reduction shall not be applied to the Revolver B Credit Exposures would exceed L/C Sublimit unless otherwise specified by the Revolver B CommitmentsBorrower. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof as well as whether such reduction applies to the Revolver A Commitments or the Revolver B Commitmentsthereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent and such Commitments shall not be reinstatedpermanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments.

Termination and Reduction of Commitments. (a) Unless ----------------------------------------- previously terminated, (i) the Tranche A Commitments, shall terminate at 5:00 p.m. on the last day of the Tranche A Availability Period and (ii) Tranche B Commitments shall terminate at 5:00 p.m., New York City time, on the Effective Date and (iii) the Revolving Commitments shall terminate on the Revolving Maturity Date. (b) The Borrower may at any time terminate, or from time to time reduce pro ratareduce, the Commitments as specified in the notice set forth in (c) belowof any Class; provided that (i) each reduction of the -------- Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 and not less than $10,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.11, (i) the sum of the Revolving Credit Exposures would exceed the total Commitments, (ii) the sum of the Revolver A Credit Exposures would exceed the Revolver A Commitments, or (iii) the sum of the Revolver B Credit Exposures would exceed the Revolver B Revolving 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, first, the Tranche A Term Commitments, and, if insufficient, second the Revolving Commitments shall be reduced by an aggregate amount equal to the amount of the required prepayment, or the excess of such amount over the outstanding amount of Term Borrowings, as the case may be. (d) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section Section, or any required reduction of the Revolving Commitments under paragraph (c) of this Section, at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof as well as whether such reduction applies to the Revolver A Commitments or the Revolver B Commitmentsthereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice -------- of termination of the Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent and such Commitments shall not be reinstatedpermanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective CommitmentsCommitments of such Class.

Termination and Reduction of Commitments. (a) Unless (i) The Closing Date Term Commitments existing on the Closing Date shall automatically terminate upon the making of the Closing Date Term Loans on the Closing Date, (ii) the 2021 Incremental Term Loan Commitments existing on the 2021 Incremental Joinder Effective Date shall automatically terminate upon the making of the 2021 Incremental Term Loans on the 2021 Incremental Joinder Effective Date and (ii) unless previously terminated, the Revolving Credit Commitments shall terminate on the Revolving Credit Maturity Date. (b) The Upon delivering the notice required by Section 2.08(d), the Borrower may at any time terminateterminate the Revolving Credit Commitments upon (i) the payment in full in Cash of all outstanding Revolving Loans and Swingline Loans, together with accrued and unpaid interest thereon, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a Cash deposit (or if reasonably satisfactory to the Administrative Agent and the applicable Issuing Bank, a backup standby letter of credit) equal to 103% of the LC Exposure as of such date) and (iii) the payment in full of all accrued and unpaid fees and all reimbursable expenses and other non-contingent Obligations with respect to the Revolving Facility then due, together with accrued and unpaid interest (if any) thereon. (c) Upon delivering the notice required by Section 2.08(d), the Borrower may from time to time reduce pro rata, the Commitments as specified in the notice set forth in (c) belowRevolving Credit Commitments; provided that (i) each reduction of the Revolving Credit Commitments shall be in an amount that is an integral multiple of the Dollar Equivalent of $1,000,000 100,000 and not less than the Dollar Equivalent or $10,000,000 1,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Credit Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.112.09 or Section 2.10, (i) the sum of the Aggregate Revolving Credit Exposures Exposure would exceed the total Commitments, (ii) the sum of the Revolver A Total Revolving Credit Exposures would exceed the Revolver A Commitments, or (iii) the sum of the Revolver B Credit Exposures would exceed the Revolver B CommitmentsCommitment. (cd) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) or (c) of this Section 2.08 at least three one Business Days Day prior to the effective date of such termination or reduction, specifying such election and the effective date thereof as well as whether such reduction applies to the Revolver A Commitments or the Revolver B Commitmentsthereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Revolving Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Revolving Credit Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilitiestransactions, in which case such notice may be revoked by the 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 pursuant to this Section 2.08 shall be permanent and such Commitments shall not be reinstatedpermanent. Each Upon any reduction of the Commitments Revolving Credit Commitments, the Revolving Credit Commitment of each Revolving Lender shall be made ratably among the Lenders in accordance with their respective Commitmentsreduced by such Revolving Lender’s Applicable Percentage of such reduction amount.

Termination and Reduction of Commitments. (a) Unless previously terminated, the Commitments Total Commitment shall terminate on the Final Maturity Date. (b) Unless previously terminated, the Commitment of each Lender shall terminate in its entirety on such Lender’s Maturity Date. (c) Unless previously terminated, the Swingline Commitment of each Swingline Lender shall terminate on the Swingline Maturity Date of such Swingline Lender. (d) The Borrower may at any time terminate, or from time to time reduce pro ratareduce, the Commitments as specified in the notice set forth in (c) belowCommitments; provided that (i) each reduction of the Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $10,000,000 and 5,000,000, (ii) the Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.10, the Revolving Credit Exposures would exceed the Total Commitment and (iii) at any time within the 30 days prior to the Maturity Date of any Non-Continuing Lender and so long as no Event of Default then exists, the Borrower may terminate the Commitment of such Non-Continuing Lender, provided that (x) all Loans, together with unpaid accrued interest thereon and all accrued but unpaid fees pursuant to Section 2.11, of such Non-Continuing Lender are repaid or paid, as applicable, in full and (iy) after giving effect to such termination and repayment, the sum of the Revolving Credit Exposures would does not exceed the total Commitments, (ii) the sum of the Revolver A Credit Exposures would exceed the Revolver A Commitments, or (iii) the sum of the Revolver B Credit Exposures would exceed the Revolver B CommitmentsTotal Commitment. (ce) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (bSection 2.08(d) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof as well as whether such reduction applies to the Revolver A Commitments or the Revolver B Commitmentsthereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent and such Commitments shall not be reinstatedpermanent. Each reduction of the Commitments pursuant to Section 2.08(d) shall be made ratably among the Lenders in accordance with their respective Commitments, except as expressly provided in subclause (iii) of the proviso appearing in Section 2.08(d).

Termination and Reduction of Commitments. (a) Unless previously terminated, the Commitments shall terminate on the Maturity Date. (b) The Borrower may at any time terminate, or from time to time reduce pro ratareduce, the Commitments as specified in the notice set forth in (c) belowCommitments; provided that (i) each reduction of the Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $10,000,000 and (ii) the Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.11, (i) the sum of the Revolving Credit Exposures would exceed the total Available Commitments. (c) In the event and on each occasion that any Net Proceeds are received by or on behalf of the Borrower or any Subsidiary in respect of any Prepayment Event, immediately after such Net Proceeds are received the Commitments shall be permanently reduced by an aggregate amount equal to such Net Proceeds; provided that, notwithstanding the foregoing, no reduction of the Commitments shall be required pursuant to this paragraph in the case of any Net Proceeds received by or on behalf of the Borrower or any Subsidiary in respect of any sale, transfer or other disposition of (i) the Publishing Assets, (ii) the sum of the Revolver A Credit Exposures would exceed the Revolver A Commitments, ICTC Assets or (iii) the sum of the Revolver B Credit Exposures would exceed the Revolver B Commitmentsany Non- Core Assets. (cd) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section Section, or any required reduction of the Commitments under paragraph (c) of this Section, at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof as well as whether such reduction applies to the Revolver A Commitments or the Revolver B Commitmentsthereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent and such Commitments shall not be reinstatedpermanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments.

Termination and Reduction of Commitments. (a) Unless previously terminatedterminated or extended pursuant to the terms and conditions hereof, the all Revolving Commitments shall terminate on the Maturity Date for Revolving Loans. The 2021 Incremental Term Loan Commitments shall terminate immediately following the funding thereof on the 2021 Incremental Amendment Date except to the extent previously terminated or extended pursuant to the terms and conditions hereof, and, to the extent not drawn, terminated or extended on or prior to such time, shall terminate at 11:59 p.m. (New York City time) on the 2021 Incremental Amendment Date.. 52 (b) The Borrower may at any time terminatetime, without (subject to Section 2.16) premium or penalty, terminate the Revolving Commitments upon (i) the payment in full of all outstanding Revolving Loans, together with accrued and unpaid interest thereon and on any Letters of Credit, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or at the discretion of the Administrative Agent a backup standby letter of credit satisfactory to the Administrative Agent and the applicable Issuing Bank) in an amount equal to 103% of the LC Exposure as of such date), (iii) the payment in full of all accrued and unpaid fees required hereunder, and (iv) the payment in full of all reimbursable expenses and other Obligations due under this Agreement and the other Loan Documents together with accrued and unpaid interest thereon (other than contingent indemnification obligations and reimbursement obligations in respect of which no claim for payment has yet been asserted by the Person entitled thereto), in each case, in respect of the Revolving Loans and Revolving Commitments. (c) The Borrower may from time to time time, without (subject to Section 2.16) premium or penalty, reduce pro ratathe Revolving Commitments; provided, the Commitments as specified in the notice set forth in (c) below; provided that (i) each reduction of the Revolving Commitments shall be in an amount that is an integral multiple of $1,000,000 1 million and not less than $10,000,000 5 million unless such amount represents all of the remaining Revolving Commitments, and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.11, (i) the sum of the Aggregate Revolving Credit Exposures Exposure would exceed the total Commitments, (ii) the sum aggregate Revolving Commitments of the Revolver A Credit Exposures would exceed the Revolver A Commitments, or (iii) the sum of the Revolver B Credit Exposures would exceed the Revolver B Commitmentsall Lenders. (cd) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under paragraph clause (b) or (c) of this Section 2.09 at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof as well as whether such reduction applies to the Revolver A Commitments or the Revolver B Commitmentsthereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Revolving Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section 2.09 shall be irrevocable; provided provided, that a notice of termination of the Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilitiesfacilities or events specified therein, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Revolving Commitments shall be permanent and such Commitments shall not be reinstatedpermanent. Each reduction of the Revolving Commitments shall be made ratably among the Revolving Lenders in accordance with their respective Revolving Commitments. (e) The Revolving Commitments shall be automatically and permanently reduced by an amount equal to fifty percent (50%) of the aggregate principal amount of Indebtedness incurred by Holdings or any of its Restricted Subsidiaries pursuant to a Specified Issuance (such reduction, the “Specified Issuance Commitment Reduction”); provided, that the Revolving Commitments may only be reduced pursuant to the terms of this clause (e) by up to $75 million.

Termination and Reduction of Commitments. (a) Unless previously terminated, the Initial Commitments shall terminate on the Initial Maturity Date. (b) The Lead Borrower may at any time terminate, or from time to time reduce pro ratareduce, the Commitments as specified in the notice set forth in (c) belowof any Class; provided that (i) each reduction of the Commitments of any Class shall be in an a principal amount (as applicable) that is an integral multiple of $1,000,000 or €800,000 and not less than a principal amount of $10,000,000 and 1,000,000 or €800,000 (or in any other amount that the Administrative Agent agrees in its discretion), (ii) the Lead Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.11, (i) the sum of the Revolving Credit total Aggregate Exposures would exceed the total Commitments, (ii) the sum of the Revolver A Credit Exposures would exceed the Revolver A Commitments, or Aggregate Commitments and (iii) if, after giving effect to any reduction of Commitments, the sum LC Sublimit exceeds the amount of aggregate Commitments, then the Revolver B Credit Exposures would exceed LC Sublimit shall be automatically reduced by the Revolver B Commitmentsamount of such excess. (c) The Lead Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph clause (b) of this Section 2.08 (as selected by the Lead Borrower) at least three one Business Days Day prior to the effective date of such termination or reductionthereof, specifying such election and the effective date thereof as well as whether such reduction applies to the Revolver A Commitments or the Revolver B Commitmentsthereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Lead Borrower pursuant to this Section 2.08 shall be irrevocable; provided that a notice of termination or reduction of the any Commitments delivered by the Lead Borrower may state that such notice is conditioned upon the effectiveness of other credit facilitiesfacilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of any other identifiable event or condition, in which case such notice may be revoked by the Lead Borrower (by notice to the Administrative Agent on or prior to the specified effective datedate of termination or reduction) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent and such Commitments shall not be reinstatedpermanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective CommitmentsCommitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, The Company shall have the right to terminate in whole or reduce in part any or all of the Commitments shall terminate on the Maturity Date. (b) The Borrower may at any time terminate, or and from time to time reduce pro ratatime, the Commitments as specified in the notice set forth in (c) below; provided that (i) the Company shall give prior notice of such termination or reduction to the Administrative Agent (which shall promptly notify each Bank) specifying the amount and effective date thereof, (ii) each partial reduction of the Commitments shall be in an a minimum amount that is of $5,000,000 and in an integral multiple of $1,000,000 and shall reduce the Commitments of all of the Banks proportionately, (iii) no such termination or reduction shall be permitted with respect to any portion of the Commitments as to which a request for an Advance pursuant to Section 2.4 is then pending, and (iv) any such Commitment may not less than $10,000,000 be terminated if any Advances are then outstanding and may not be reduced below the principal amount of Advances then outstanding under such Commitment. The Commitments or any portion thereof terminated or reduced pursuant to this Section 2.2, whether optional or mandatory, may not be reinstated. (b) For purposes of this Agreement, a Letter of Credit Advance (i) shall be deemed outstanding in an amount equal to the sum of the maximum amount available to be drawn under the related Letter of Credit on or after the date of determination and on or before the stated expiry date thereof plus the amount of any draws under such Letter of Credit that have not been reimbursed as provided in Section 3.3 and (ii) shall be deemed outstanding at all times on and before such stated expiry date or such earlier date on which all amounts available to be drawn under such Letter of Credit have been fully drawn, and thereafter until all related reimbursement obligations have been paid pursuant to Section 3.3. As provided in Section 3.3, upon each payment made by the Borrower Issuing Bank in respect of any draft or other demand for payment under any Letter of Credit, the amount of any Letter of Credit Advance outstanding immediately prior to such payment shall not terminate or reduce be automatically reduced by the Commitments if, after giving effect to any concurrent prepayment amount of each Revolving Credit Loan deemed advanced in respect of the Loans in accordance with Section 2.11, (i) the sum related reimbursement obligation of the Revolving Credit Exposures would exceed the total Commitments, (ii) the sum of the Revolver A Credit Exposures would exceed the Revolver A Commitments, or (iii) the sum of the Revolver B Credit Exposures would exceed the Revolver B CommitmentsCompany. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof as well as whether such reduction applies to the Revolver A Commitments or the Revolver B Commitments. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent and such Commitments shall not be reinstated. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, the The Revolving Credit Commitments shall terminate be automatically and permanently terminated on the Maturity DateRevolving Credit Termination Date (or on November 30, 1999, but only if the Closing Date shall not have occurred on or prior to such date). (b) The Borrower may at any time terminate, or from time to time reduce pro rata, the Commitments as specified in the notice set forth in (c) below; provided that (i) each reduction of the Commitments Swingline Commitment shall be in an amount that is an integral multiple of $1,000,000 automatically and not less than $10,000,000 and (ii) permanently terminated on the Borrower shall not terminate or reduce the Commitments ifSwingline Maturity Date, after giving effect unless sooner terminated pursuant to any concurrent prepayment other provision of the Loans in accordance with Section 2.11, (i) the sum of the Revolving Credit Exposures would exceed the total Commitments, (ii) the sum of the Revolver A Credit Exposures would exceed the Revolver A Commitments, this SECTION or (iii) the sum of the Revolver B Credit Exposures would exceed the Revolver B CommitmentsSECTION 9.2. (c) The Revolving Credit Commitments shall, on each date upon which a prepayment of the Loans is required under any provision of paragraph (c), (d) or (e) of SECTION 2.6, be automatically and permanently reduced by the amount of such required prepayment, as more particularly set forth in SECTION 2.6(F). (d) At any time and from time to time after the date hereof, upon not less than five (5) Business Days' prior written notice to the Agent (and, in the case of a termination or reduction of the Unutilized Swingline Commitment, the Swingline Lender), the Borrower shall notify the Administrative Agent of any election to may terminate in whole or reduce in part the Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof as well as whether such reduction applies to the Revolver A aggregate Unutilized Revolving Credit Commitments or the Revolver B CommitmentsUnutilized Swingline Commitment, provided that any such partial reduction shall be in an aggregate amount of not less than $2,000,000 ($1,000,000 in the case of Unutilized Swingline Commitment) or, if greater, an integral multiple thereof. Promptly following receipt The amount of any notice, the Administrative Agent shall advise the Lenders termination or reduction made under this subsection (d) may not thereafter be reinstated. (e) Each reduction of the contents thereof. Each notice delivered by the Borrower Revolving Credit Commitments pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent and such Commitments shall not be reinstated. Each reduction of the Commitments shall be made applied ratably among the Lenders in accordance with according to their respective Revolving Credit Commitments.. Notwithstanding any provision of this Agreement to the contrary, any reduction of the Revolving Credit Commitments pursuant to this Section that has the effect of reducing the aggregate Revolving Credit Commitments to an amount less than the amount of the Swingline Commitment at such time shall result in an automatic corresponding reduction of the Swingline

Termination and Reduction of Commitments. (a) Unless previously terminatedterminated in accordance with the terms hereof, the Revolving Commitments and the L/C Commitment shall automatically terminate on the Revolving Maturity Date with respect to such Revolving Commitments (provided that, notwithstanding anything else herein to the contrary, the Revolving Maturity Date applicable to the L/C Commitment shall be the date specified in clause (i) of the definition of “Revolving Maturity Date” unless, subject to Section 2.23(d)(ii), such date is extended with the prior written consent of the Issuing Banks). If any Letter of Credit remains outstanding on the Revolving Maturity Date with respect to the Revolving Commitments applicable to such Letter of Credit (and, at the time thereof, after giving effect to the repayment of the applicable Revolving Loans at such time, the Revolving Exposure of the applicable Lenders exceeds the available Revolving Commitments of such Lenders), the Borrower shall deposit with the Administrative Agent an amount in cash equal to 103% of the aggregate undrawn amount of such Letter of Credit to secure the full obligations with respect to any drawings that may occur thereunder, which amount shall be promptly returned to the Borrower upon each such Letter of Credit being terminated or cancelled. (b) The Upon at least three (3) Business Days’ prior irrevocable written notice to the Administrative Agent, the Borrower may at any time in whole permanently terminate, or from time to time reduce pro ratain part permanently reduce, in each case without premium or penalty, the Commitments as specified in the notice set forth in (c) belowRevolving Commitments; provided provided, however, that (i) each partial reduction of the Revolving Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than in a minimum amount of $10,000,000 5,000,000 and (ii) the Borrower Total Revolving Commitment shall not terminate or reduce be reduced to an amount that is less than the Commitments ifAggregate Revolving Exposure then in effect; provided, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.11further, (i) the sum of the Revolving Credit Exposures would exceed the total Commitments, (ii) the sum of the Revolver A Credit Exposures would exceed the Revolver A Commitments, or (iii) the sum of the Revolver B Credit Exposures would exceed the Revolver B Commitments. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof as well as whether such reduction applies to the Revolver A Commitments or the Revolver B Commitments. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice termination is conditioned upon the effectiveness of other credit facilitiesfacilities or any other event, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective termination date) if such condition is not satisfied. Any termination . (c) Each reduction in the Revolving Commitments hereunder shall be made, at the Borrower’s option, to either (i) on a pro rata basis all Classes of Revolving Commitments outstanding on such date or reduction (ii) the Classes of Revolving Commitments outstanding on such date in the order of the Commitments shall be permanent and such Commitments shall not be reinstated. Each reduction of the Commitments shall be made maturity date thereof, in each case, ratably among the applicable Lenders in accordance with their respective CommitmentsPro Rata Percentages. 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 termination or reduction. (d) The Borrower may terminate the unused amount of the Commitment of a Defaulting Lender upon not less than ten (10) Business Days’ prior notice to the Administrative Agent (which will promptly notify the Lenders thereof), and in such event the provisions of 67 US-DOCS\104110541.24 (e) shall 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 Administrative Agent, any Issuing Bank or any Lender may have against such Defaulting Lender.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the 2021 Term Commitments shall automatically terminate upon the making of the 2021 Term Loans on the First Amendment Effective Date and (ii) the Revolving Credit Commitments shall terminate on the Revolving Credit Maturity Date. (b) The Upon delivering the notice required by Section 2.09(d), the Lead Borrower may at any time terminateterminate the Revolving Credit Commitments upon (i) the payment in full in Cash of all outstanding Revolving Loans, together with accrued and unpaid interest thereon, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each outstanding Letter of Credit, the furnishing to the Administrative Agent of a Cash deposit (or, if reasonably satisfactory to the applicable Issuing Bank, a backup standby letter of credit) equal to 100% of the LC Exposure (minus the amount then on deposit in the LC Collateral Account) as of such date), (iii) the payment in full in Cash of all Ancillary Outstandings or, alternatively the furnishing to the relevant Ancillary Lender of a Cash deposit equal to 100% of the Ancillary Outstandings as of such date, in each case, together with accrued and unpaid interest, fees and reimbursement expenses in respect thereof and (iv) the payment in full of all #94168740v7#95106251v8 accrued and unpaid fees and all reimbursable expenses and other noncontingent Obligations with respect to the Revolving Facility then due, together with accrued and unpaid interest (if any) thereon. (c) Upon delivering the notice required by Section 2.09(d), the Lead Borrower may from time to time reduce pro rata, the Commitments as specified in the notice set forth in (c) belowRevolving Credit Commitments; provided that (i) each reduction of the Revolving Credit Commitments 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 $10,000,000 1,000,000 and (ii) the Lead Borrower shall not terminate or reduce the Revolving Credit Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.10 or Section 2.11, (i) the sum of the Aggregate Revolving Credit Exposures Exposure would exceed the total Commitments, (ii) the sum of the Revolver A Total Revolving Credit Exposures would exceed the Revolver A Commitments, or (iii) the sum of the Revolver B Credit Exposures would exceed the Revolver B CommitmentsCommitment. (cd) The Lead Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Credit Commitments under paragraph (b) or (c) of this Section 2.09 in writing at least three Business Days prior to the effective date of such termination or reductionreduction (or such later date to which the Administrative Agent may agree), specifying such election and the effective date thereof as well as whether such reduction applies to the Revolver A Commitments or the Revolver B Commitmentsthereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Revolving Lenders of the contents thereof. Each notice delivered by the Lead Borrower pursuant to this Section 2.09 shall be irrevocable; provided that a notice of termination of the Revolving Credit Commitments delivered by the Lead Borrower may state that such notice is conditioned upon the effectiveness of other credit facilitiestransactions, in which case such notice may be revoked by the Lead Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Revolving Credit Commitments pursuant to this Section 2.09 shall be permanent and such Commitments shall not be reinstatedpermanent. Each Upon any reduction of the Commitments Revolving Credit Commitments, the Revolving Credit Commitment of each Revolving Lender shall be made ratably among the Lenders in accordance with their respective Commitmentsreduced by such Revolving Lender’s Applicable Percentage of such reduction amount.

Termination and Reduction of Commitments. Increase in Revolving Commitments; Increase in Term Commitments. (a) Unless previously terminated, (i) the Term Commitments shall terminate at 5:00 p.m., New York time, on the Restatement Date and (ii) all the Revolving Commitments shall terminate on the Revolving Credit Maturity Date. (b) The Borrower may at any time terminateterminate the Revolving Commitments upon (i) the payment in full of all outstanding Revolving Loans and LC Disbursements, together with accrued and unpaid interest thereon, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or at the discretion of the Administrative Agent a backup standby letter of credit satisfactory to the Administrative Agent and the Issuing Bank) in an amount equal to 105% of the LC Exposure as of (c) The Borrower may from time to time reduce pro rata, the Commitments as specified in the notice set forth in (c) belowRevolving Commitments; provided that (i) each reduction of the Revolving Commitments shall be in an amount that is an integral multiple of $1,000,000 5,000,000 and not less than $10,000,000 5,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.11, (i) the sum of the Aggregate Revolving Credit Exposures Exposure would exceed the total Commitments, (ii) the sum of the Revolver A Credit Exposures would exceed the Revolver A Commitments, or (iii) the sum of the Revolver B Credit Exposures would exceed the Revolver B aggregate Revolving Commitments. (cd) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under paragraph (b) or (c) of this Section at least three five (5) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof as well as whether such reduction applies to the Revolver A Commitments or the Revolver B Commitmentsthereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Revolving Commitments shall be permanent and such Commitments shall not be reinstatedpermanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Revolving Commitments. (e) The Borrower shall have the right to increase (i) the Revolving Commitments by obtaining additional Revolving Commitments, either from one or more of the Lenders or another lending institution, provided that (A) any such request for an increase shall be in a minimum amount of $10,000,000, (B) the Borrower may make a maximum of, together with any requests for increases in the Term Loans in accordance with clause (ii) below, 3 such requests, (C) after giving effect thereto, the sum of the total of the additional Commitments pursuant to this clause (i) and clause (ii) below does not exceed $50,000,000, (D) the Administrative Agent, the Swingline Lender and the Issuing Bank have approved the identity of any such new Lender, such approvals not to be unreasonably withheld, (E) any such new Lender assumes all of the rights and obligations of a “Lender” hereunder, and (F) the procedures described in Section 2.09(f) below have been satisfied and (ii) the Term Loan by obtaining additional Term Commitments, either from one or more of the Lenders or another lending institution, provided that (A) any such request to increase the Term Loan shall be in a minimum amount of $10,000,000, (B) the Borrower may make a maximum of, together with any requests for increases in the Revolving Commitments pursuant to clause (i) above, 3 such requests, (C) after giving effect thereto, the sum of the total of the additional Commitments pursuant to this clause (ii) and clause (i) above does not exceed $50,000,000, (D) the Administrative Agent has approved the identity of any such new Lender, such approval not to be unreasonably withheld, (E) any such new Lender assumes all of the rights and obligations of a “Lender” hereunder, and (F) the procedures described in Section 2.09(f) below have been satisfied. Nothing contained in this Section 2.09 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its applicable Commitment hereunder at any time. (f) Any amendment hereto for such an increase or addition shall be in form and substance satisfactory to the Administrative Agent and shall only require the written signatures of the Administrative Agent, the Borrower and each Lender being added or increasing its Revolving Commitment or Term Loan, as applicable. As a condition precedent to such an increase or addition, the Borrower shall deliver to the Administrative Agent (i) a certificate of each Loan Party signed by an authorized officer of such Loan Party (A) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (B) in the case of the Borrower, certifying that, before and after giving effect to such increase or addition, (1) the representations and warranties (g) On the effective date of any such increase or addition (i) with respect to Revolving Commitments, (A) any Lender increasing (or, in the case of any newly added Lender, extending) its Revolving Commitment shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving effect to such increase or addition and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Loans of all the Lenders to equal its revised Applicable Percentage of such outstanding Revolving Loans, and the Administrative Agent shall make such other adjustments among the Lenders with respect to the Revolving Loans then outstanding and amounts of principal, interest, commitment fees and other amounts paid or payable with respect thereto as shall be necessary, in the opinion of the Administrative Agent, in order to effect such reallocation and (B) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Loans as of the date of any increase (or addition) in the Revolving Commitments (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.03) and (ii) with respect to the Term Loan, any Lender increasing (or, in the case of any newly added Lender, extending its Term Commitment) its Term Loan shall make a Term Loan to the Borrower in the amount of such increase or extension in immediately available funds. The deemed payments made pursuant to clause (B) of clause (i) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each EurodollarTerm Benchmark Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.16 if the deemed payment occurs other than on the last day of the related Interest Periods. Within five (5) Business Days after the effective date of any increase or addition, the Administrative Agent shall, and is hereby authorized and directed to, revise the Commitment and Outstanding Term Loan Schedule to reflect such increase or addition and shall distribute such revised Commitment and Outstanding Term Loan Schedule to each of the Lenders and the Borrower, whereupon such revised Commitment and Outstanding Term Loan Schedule shall replace the old Commitment and Outstanding Term Loan Schedule and become part of this Agreement.

Termination and Reduction of Commitments. (a) Unless previously terminated, the all other Commitments shall terminate on the Maturity Date. (b) The Borrower may at any time terminateterminate the Commitments upon (i) the payment in full of all outstanding Loans, together with accrued and unpaid interest thereon and on any Letters of Credit, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or at the discretion of the Administrative Agent a back up standby letter of credit satisfactory to the Administrative Agent) equal to 105% of the LC Exposure as of such date), (iii) the payment in full of the accrued and unpaid fees, and (iv) the payment in full of all reimbursable expenses and other Obligations together with accrued and unpaid interest thereon. (c) The Borrower may from time to time reduce pro rata, the Commitments as specified in the notice set forth in (c) belowCommitments; provided that (i) each reduction of the Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $10,000,000 5,000,000 and (ii) the Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.112.10, (i) the sum of the Revolving Aggregate Credit Exposures Exposure would exceed the total Commitments, (ii) the sum lesser of the Revolver A Credit Exposures would exceed Aggregate Commitment and the Revolver A Commitments, or (iii) the sum of the Revolver B Credit Exposures would exceed the Revolver B CommitmentsBorrowing Base. (cd) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) or (c) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof as well as whether such reduction applies to the Revolver A Commitments or the Revolver B Commitmentsthereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent and such Commitments shall not be reinstatedpermanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments.

Termination and Reduction of Commitments. (a) Unless Subject to Section 2.12, unless previously terminated, the Commitments shall terminate on the Maturity Datelast day of the Availability Period. (b) The Borrower may at any time terminate, or from time to time reduce pro ratareduce, the Commitments as specified in the notice set forth in (c) below; Commitments, provided that (i) each reduction of the Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $10,000,000 and (ii) the Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment or repayment of the Revolving Loans and the Swingline Loans in accordance with Section 2.112.7, (i) the sum of the Revolving Credit Exposures of all Lenders would exceed the total aggregate Commitments, (ii) the sum each such reduction of the Revolver A Credit Exposures Commitments shall be in an amount that is an integral multiple of the applicable Borrowing Multiple and not less than the applicable Borrowing Minimum, and (iii) any reduction of the Commitments to an amount below the L/C Sublimit or the Swingline Sublimit shall automatically reduce the L/C Sublimit or the Swingline Sublimit, as applicable, on a Dollar for Dollar basis. If at any time, as a result of such a partial reduction or termination as provided in Section 2.5(a), the Revolving Exposure of all Lenders would exceed the Revolver A aggregate Commitments, then the Borrower shall on the date of such reduction or termination of Commitments, repay or prepay Borrowings or Swingline Loans (iiior a combination thereof) the sum and/or Cash Collateralize Letters of the Revolver B Credit Exposures would exceed the Revolver B Commitmentsin an aggregate amount equal to such excess. (c) In addition to any termination or reduction of the Commitments under paragraphs (a) and (b) of this Section, the Commitments shall be reduced as required under Section 2.7(b). (d) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof as well as whether such reduction applies to the Revolver A Commitments or the Revolver B Commitmentsthereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; , provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by 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 reduction Each reduction, and any termination, of the Commitments shall be permanent and such Commitments shall not be reinstated. Each each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, the Commitments shall terminate on the Maturity Commitment Termination Date. (bi) The Borrower may at any time terminate, or from time to time reduce pro ratareduce, the Commitments as specified in the notice set forth in (c) belowCommitments; provided that (i) each reduction of the Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $10,000,000 5,000,000 and (ii) the Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.112.08, (i) the sum of the total Revolving Credit Exposures would exceed the total Commitments, (ii) the sum of the Revolver A Credit Exposures would exceed the Revolver A Commitments, or (iii) the sum of the Revolver B Credit Exposures would exceed the Revolver B Commitments. (cj) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof as well as whether such reduction applies to the Revolver A Commitments or the Revolver B Commitmentsthereof. Promptly following receipt of any notice, the Administrative Agent shall advise the applicable Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent and such Commitments shall not be reinstatedpermanent. Each reduction of the Commitments shall be made ratably among the Lenders Lenders. (k) The Borrower may, by delivery of a notice to the Administrative Agent (which shall promptly deliver a copy to each Lender) elect to extend the Maturity Date to January 30, 2019; provided that any such extension of the Maturity Date shall be subject to the satisfaction, on and as of the Commitment Termination Date, of the conditions that (i) the representations and warranties of the Borrower set forth in accordance Article III, other than those representations and warranties set forth in Sections 3.06 and 3.07, shall be true and correct in all material respects as of the Commitment Termination Date (or, to the extent any representation or warranty is expressly stated to have been made as of a specific date, as of such specific date), but with their respective Commitmentsthe references in Section 3.05 to January 2, 2016, and October 1, 2016, being deemed instead to refer to the dates of the annual and quarterly reports of the Borrower on Forms 10-K and 10-Q then most recently filed with the Securities and Exchange Commission, (ii) no Default or Event of Default shall have occurred and be continuing, (iii) the Borrower shall have delivered to the Administrative Agent on or prior to the Commitment Termination Date (A) a certified copy of resolutions of the Borrower’s board of directors authorizing the extension of the Maturity Date and the continued performance by the Borrower of its obligations hereunder through the extended Maturity Date and (B) a certificate confirming the satisfaction of the conditions in the preceding clauses (i) and (ii), dated the Commitment Termination Date and executed by a Financial Officer of the Borrower and (iv) the Administrative Agent shall have received the Term Out Fees for the account of each Lender pursuant to Section 2.09(b).

Termination and Reduction of Commitments. (a) Unless previously terminatedterminated or extended pursuant to the terms and conditions hereof, the all Revolving Commitments shall terminate on the Maturity Date. for Revolving Loans. The 2021 Incremental Term Loan Commitments shall terminate immediately following the funding thereof on the 2021 Incremental Amendment Date except to the extent previously terminated or extended pursuant to the terms and conditions hereof, and, to the extent not drawn, terminated or extended on or prior to such time, shall terminate at 11:59 p.m. (New York City time) on the 2021 Incremental Amendment Date. (b) The Borrower may at any time terminatetime, without (subject to Section 2.16) premium or penalty, terminate the Revolving Commitments upon (i) the payment in full of all outstanding Revolving Loans, together with accrued and unpaid interest thereon and on any Letters of Credit, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or at the discretion of the Administrative Agent a backup standby letter of credit satisfactory to the Administrative Agent and the applicable Issuing Bank) in an amount equal to 103% of the LC Exposure as of such date), (iii) the payment in full of all accrued and unpaid fees required hereunder, and (iv) the payment in full of all reimbursable expenses and other Obligations due under this Agreement and the other Loan Documents together with accrued and unpaid interest thereon (other than contingent indemnification obligations and reimbursement obligations in respect of which no claim for payment has yet been asserted by the Person entitled thereto), in each case, in respect of the Revolving Loans and Revolving Commitments. (c) The Borrower may from time to time time, without (subject to Section 2.16) premium or penalty, reduce pro ratathe Revolving Commitments; provided, the Commitments as specified in the notice set forth in (c) below; provided that (i) each reduction of the Revolving Commitments shall be in an amount that is an integral multiple of $1,000,000 1 million and not less than $10,000,000 5 million unless such amount represents all of the remaining Revolving Commitments, and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.11, (i) the sum of the Aggregate Revolving Credit Exposures Exposure would exceed the total Commitments, (ii) the sum aggregate Revolving Commitments of the Revolver A Credit Exposures would exceed the Revolver A Commitments, or (iii) the sum of the Revolver B Credit Exposures would exceed the Revolver B Commitmentsall Lenders. (cd) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under paragraph clause (b) or (c) of this Section 2.09 at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof as well as whether such reduction applies to the Revolver A Commitments or the Revolver B Commitmentsthereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Revolving Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section 2.09 shall be irrevocable; provided provided, that a notice of termination of the Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilitiesfacilities or events specified therein, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Revolving Commitments shall be permanent and such Commitments shall not be reinstatedpermanent. Each reduction of the Revolving Commitments shall be made ratably among the Revolving Lenders in accordance with their respective Revolving Commitments. (e) The Revolving Commitments shall be automatically and permanently reduced by an amount equal to fifty percent (50%) of the aggregate principal amount of Indebtedness incurred by Holdings or any of its Restricted Subsidiaries pursuant to a Specified Issuance (such reduction, the “Specified Issuance Commitment Reduction”); provided, that the Revolving Commitments may only be reduced pursuant to the terms of this clause (e) by up to $75 million.

Termination and Reduction of Commitments. (a) Unless previously terminated, the Commitments shall terminate on the Maturity Dateearlier of the date on which the Certain Funds Period ends and the date the Tender Offer lapses or terminates. (b) The Borrower BorgWarner may at any time terminate, or from time to time reduce pro ratareduce, the Commitments as specified in the notice set forth in (c) belowunused Commitments; provided that (i) each reduction of the Commitments shall be in an amount that is an integral multiple of $1,000,000 E5,000,000 and not less than $10,000,000 E25,000,000 and (ii) the Borrower shall BorgWarner may not terminate or reduce the Commitments if, after giving effect on any date prior to or during the Certain Funds Period without the consent of Xxxxxx Xxxxxxx Bank AG unless contemporaneously with any concurrent prepayment such reduction BorgWarner shall have deposited into the Escrow Account the Euro Equivalent (as reasonably determined by the Administrative Agent) of the Loans in accordance with Section 2.11, (i) the sum of the Revolving Credit Exposures would exceed the total Commitments, (ii) the sum of the Revolver A Credit Exposures would exceed the Revolver A Commitments, or (iii) the sum of the Revolver B Credit Exposures would exceed the Revolver B Commitmentssuch reduction. (c) The Borrower Commitments shall be automatically reduced by the amount of cash and cash equivalents (other than the proceeds of Loans) used to consummate the Acquisition. (d) On any Business Day prior to or during the Certain Funds Period on which any Net Cash Proceeds are received by BorgWarner or any Subsidiary in respect of any Reduction Event, the Commitments shall be automatically reduced by an amount equal to the Euro Equivalent of such Net Cash Proceeds, and BorgWarner or such Subsidiary shall immediately deposit such Net Cash Proceeds in the Escrow Account in accordance with Section 2.16. (e) BorgWarner shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof as well as whether such reduction applies to the Revolver A Commitments or the Revolver B Commitmentsthereof. Promptly following receipt of any notice, the Administrative Agent shall advise the applicable Lenders of the contents thereof. Each notice delivered by the Borrower BorgWarner pursuant to this Section shall be irrevocable; provided that a notice of termination of the any Commitments delivered by the Borrower BorgWarner may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower BorgWarner (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent and such Commitments shall not be reinstatedpermanent. Each reduction of the any Commitments shall be made ratably among the applicable Lenders in accordance with their respective applicable Commitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, The Commitments and the Commitments LC Commitment shall automatically terminate on the Maturity Date. (b) The In the event and on such occasion that any Net Cash Proceeds are received by or on behalf of Parent, any Borrower may at or any time terminate, or from time to time reduce pro rataSubsidiary in respect of any Commitment Reduction Event, the Commitments as specified shall be reduced on the third Business Day following the occurrence of such Commitment Reduction Event by an amount equal to 100% of the Net Cash Proceeds received with respect to such Commitment Reduction Event, provided, that any Net Cash Proceeds from an Asset Sale that is a Commitment Reduction Event shall not be applied to reduce the Commitments in accordance with this Section 2.09(b) until the aggregate amount of Net Cash Proceeds not yet applied in accordance with this Section 2.09(b) exceeds $1,000,000, at which time all such Net Cash Proceeds shall be so applied. Notwithstanding the foregoing, in the notice set forth case of any event described in clause (ca) below; provided that of the definition of the term "Commitment Reduction Event" that, when combined with all other such events, results in aggregate Net Cash Proceeds of not more than $20,000,000, if the Borrower applies the Net Cash Proceeds from such event (ior a portion thereof) each within 270 days after receipt of such Net Cash Proceeds to acquire Reinvestment Assets, then no reduction of the Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $10,000,000 and (ii) the Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.11, (i) the sum of the Revolving Credit Exposures would exceed the total Commitments, (ii) the sum of the Revolver A Credit Exposures would exceed the Revolver A Commitments, or (iii) the sum of the Revolver B Credit Exposures would exceed the Revolver B Commitments. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof as well as whether such reduction applies to the Revolver A Commitments or the Revolver B Commitments. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower required pursuant to this Section shall be irrevocable; provided 2.09(b) in respect of such amount except to the extent of any such Net Cash Proceeds therefrom that a notice of termination of the Commitments delivered have not been so applied by the Borrower may state that end of such notice is conditioned upon the effectiveness of other credit facilities270-day period, in at which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or time a reduction of the Commitments shall be permanent required in an amount equal to such Net Cash Proceeds that have not been so applied. Parent shall deliver to the Administrative Agent a certificate of a Financial Officer promptly (and such Commitments shall not be reinstated. Each in any event within two Business Days) following receipt of any Net Cash Proceeds of an Asset Sale that is a Commitment Reduction Event for which a reduction of the Commitments is required pursuant to this Section 2.09(b) setting forth a reasonably detailed calculation of the amount of such Net Cash Proceeds. (c) Following the end of each fiscal year of the Borrowers commencing with the fiscal year ending December 24, 2003, the Commitments shall be made ratably among reduced in an aggregate amount equal to (i) until such time as the Lenders Total Commitment is less than or equal to $100,000,000, 100% of Excess Cash Flow for such fiscal year and (ii) thereafter, 75% of Excess Cash Flow for such fiscal year. Reductions in accordance the Commitments pursuant to this paragraph shall become effective on the date on which financial statements are delivered pursuant to Section 5.04 with their respective Commitmentsrespect to the fiscal year for which Excess Cash Flow is being calculated (and in any event no later than 90 days after the end of such fiscal year). (d) Subject to adjustment pursuant to paragraph (e), the Commitments shall be reduced on each date set forth below by the aggregate amount set forth opposite such date: Date Amount September 30, 2003 $2,000,000 December 31, 2003 $2,000,000 March 31, 2004 $3,000,000 June 30, 2004 $3,000,000 September 30, 2004 $5,000,000 (e) Any reduction of the Commitments pursuant to Section 2.09(b) or 2.09

Termination and Reduction of Commitments. (a) Unless previously terminated, the all Commitments shall terminate on the Maturity Commitment Termination Date. (b) The Borrower Company, on behalf of the Borrowers, may at any time terminate, without premium or penalty (other than, with respect to Eurocurrency Borrowings, payments that may become due under Section 2.16), the Commitments upon (i) the payment in full of all outstanding Loans, together with accrued and unpaid interest thereon, (ii) the payment in full of the accrued and unpaid fees, (iii) the payment in full of all reimbursable expenses and other Obligations outstanding at such time (other than contingent amounts not yet due) and (iv) the reduction of the LC Exposure to zero (or, alternatively, the furnishing of cash collateral with respect to the LC Exposure then outstanding in accordance with Section 2.06(k), but without any requirement of prior notice from the Administrative Agent). The Company, on behalf of the Borrowers, may from time to time reduce pro ratareduce, without premium or penalty (other than, with respect to Eurocurrency Borrowings, payments that may become due under Section 2.16), the Commitments as specified in the notice set forth in (c) belowCommitments; provided provided, that (i) each reduction of the Commitments shall be in an amount that is an integral multiple of $1,000,000 10,000,000 and not less than $10,000,000 25,000,000 and (ii) the Borrower Company shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.11, (i) the sum of the Revolving aggregate Credit Exposures would exceed the total Commitments, (ii) the sum Total Commitment. Any termination or reduction of the Revolver A Credit Exposures would exceed the Revolver A Commitments, or (iiiCommitments pursuant to this Section 2.09(b) the sum shall be permanent. Each reduction of the Revolver B Credit Exposures would exceed Commitments shall be allocated pro rata among the Revolver B Lenders in accordance with their respective Commitments. (c) . The Borrower Company shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph this clause (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof as well as whether such reduction applies to the Revolver A Commitments or the Revolver B Commitmentsthereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower Company pursuant to this Section clause (b) shall be irrevocable; provided provided, that a notice of termination or reduction of the Commitments delivered by the Borrower Company 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 any other event, in which case such notice may be revoked by the Borrower Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent and such Commitments shall not be reinstated. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments.

Termination and Reduction of Commitments. (a) Unless previously terminatedsooner terminated pursuant to any other provision of this Section 2.6 or Section 8.2, the Commitments shall terminate be automatically and permanently terminated on the Maturity Termination Date. (b) The Borrower may at At any time terminate, or and from time to time reduce pro rataafter the date hereof, upon not less than five (5) Business Days’ prior written notice to the Administrative Agent, the Commitments as specified Borrower may terminate in whole or reduce in part the notice set forth in (c) below; aggregate Unutilized Commitments, provided that (i) each any such partial reduction of the Commitments shall be in an aggregate amount that is of not less than $5,000,000 or, if greater, an integral multiple of $1,000,000 and not less than $10,000,000 and (ii) the Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.11, (i) the sum of the Revolving Credit Exposures would exceed the total Commitments, (ii) the sum of the Revolver A Credit Exposures would exceed the Revolver A Commitments, or (iii) the sum of the Revolver B Credit Exposures would exceed the Revolver B Commitments. (c) excess thereof. The Borrower shall notify the Administrative Agent amount of any election to terminate termination or reduce the Commitments reduction made under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof as well as whether such reduction applies to the Revolver A Commitments or the Revolver B Commitments. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall 2.6(b) may not thereafter be irrevocablereinstated; provided that a notice of termination of the Commitments or reduction delivered by the Borrower under this Section 2.6(b) may state that such notice is conditioned upon the effectiveness or occurrence of any other credit facilitiesevent specified therein, in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to before one Business Day before the specified effective date) date if such condition is not satisfied. Any termination or . (c) Except as set forth in Section 2.6(d), each reduction of the Commitments pursuant to this Section shall be permanent and such Commitments shall not be reinstated. Each reduction of the Commitments shall be made applied ratably among the Lenders in accordance with according to their respective Commitments. (d) The Borrower may terminate the unused amount of the Commitment of any Lender that is a Defaulting Lender upon not less than ten Business Days’ prior notice to the Administrative Agent (which shall promptly notify the Lenders thereof), and in such event the provisions of Section 2.22(a)(ii) 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 (i) no Event of Default shall have occurred and be continuing, and (ii) such termination shall not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent or any Lender may have against such Defaulting Lender.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Initial Term Loan Commitments shall automatically terminate upon the making of the Initial Term Loans on the Closing Date and (ii) the Revolving Credit Commitments shall terminate on the Revolving Credit Maturity Date. (b) The Upon delivering the notice required by Section 2.09(d), the Borrower may at any time terminateterminate the Revolving Credit Commitments upon (i) the payment in full in Cash of all outstanding Revolving Loans, together with accrued and unpaid interest thereon, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each outstanding Letter of Credit, the furnishing to the Administrative Agent of a Cash deposit (or, if reasonably satisfactory to the applicable Issuing Bank, a backup standby letter of credit) equal to 100% of the LC Exposure (minus the amount then on deposit in the LC Collateral Account) as of such date) and (iii) the payment in full of all accrued and unpaid fees and all reimbursable expenses and other non-contingent Obligations with respect to the Revolving Facility then due, together with accrued and unpaid interest (if any) thereon. (c) Upon delivering the notice required by Section 2.09(d), the Borrower may from time to time reduce pro rata, the Commitments as specified in the notice set forth in (c) belowRevolving Credit Commitments; provided that (i) each reduction of the Revolving Credit Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $10,000,000 1,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Credit Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.10 or Section 2.11, (i) the sum of the Aggregate Revolving Credit Exposures Exposure would exceed the total Commitments, (ii) the sum of the Revolver A Total Revolving Credit Exposures would exceed the Revolver A Commitments, or (iii) the sum of the Revolver B Credit Exposures would exceed the Revolver B CommitmentsCommitment. (cd) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Credit Commitments under paragraph (b) or (c) of this Section 2.09 in writing at least three Business Days prior to the effective date of such termination or reductionreduction (or such later date to which the Administrative Agent may agree), specifying such election and the effective date thereof as well as whether such reduction applies to the Revolver A Commitments or the Revolver B Commitmentsthereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Revolving Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section 2.09 shall be irrevocable; provided that a notice of termination of the Revolving Credit Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilitiestransactions, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Revolving Credit Commitments pursuant to this Section 2.09 shall be permanent and such Commitments shall not be reinstatedpermanent. Each Upon any reduction of the Commitments Revolving Credit Commitments, the Revolving Credit Commitment of each Revolving Lender shall be made ratably among the Lenders in accordance with their respective Commitmentsreduced by such Revolving Lender’s Applicable Percentage of such reduction amount.

Termination and Reduction of Commitments. (a) Unless previously terminated, the Revolving Commitments shall terminate on the Maturity Date. Unless previously terminated, the Term Commitments shall terminate upon the making of the Term Loans on the Seventh Amendment and Restatement Effective Date. (b) The Parent Borrower may at any time terminate, or from time to time reduce pro ratareduce, the Revolving Commitments as specified in the notice set forth in (c) belowunder any Revolving Facility; provided that (i) each reduction of the Revolving Commitments under any Revolving Facility shall be in an amount that is an integral multiple of $1,000,000 100,000 and not less than $10,000,000 1,000,000 and (ii) the Parent Borrower shall not terminate or reduce the Revolving Commitments under a Revolving Facility if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.112.13, (i) the sum Multicurrency Revolving Loans of any Lender exceed such Lender’s Multicurrency Revolving Commitment, (ii) the Yen Revolving Loans of any Lender exceed such Lender’s Yen Revolving Commitment, (iii) the Revolving Credit Exposure of any Lender exceeds the amount of such Lender’s USD Revolving Commitment, (iv) the total Revolving Credit Exposures would exceed the total USD Revolving Commitments, (iiv) the sum of the Revolver A Credit Exposures total Multicurrency Revolving Loans would exceed the Revolver A Commitments, Multicurrency Revolving Commitments or (iiiv) the sum of the Revolver B Credit Exposures total Yen Revolving Loans would exceed the Revolver B Yen Revolving Commitments. (c) The Parent Borrower shall notify the Administrative Agent (which in the case of a Commitment denominated in Yen, shall be both the U.S. Administrative Agent and the Administrative Agent) of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof as well as whether such reduction applies to the Revolver A Commitments or the Revolver B Commitmentsthereof. Promptly following receipt of any written notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Parent Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Parent Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Parent Borrower (by notice to the applicable Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent and such Commitments shall not be reinstatedpermanent. Each reduction of the any Commitments shall be made ratably among the Lenders in accordance with their respective applicable Commitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, the The Revolving Credit Commitments shall terminate be automatically terminated at 5:00 p.m., New York City time, on the Maturity Conversion Date. (b) The Upon at least three Business Days' prior irrevocable written or telecopy notice to the Administrative Agent, the Borrower may at any time in whole permanently terminate, or from time to time reduce pro ratain part permanently reduce, the Commitments as specified in the notice set forth in (c) belowRevolving Credit Commitments; provided provided, however, that (i) the Borrower simultaneously reduce Facility B by a pro rata amount, provided that, the Borrower may, at its option, elect the aggregate amount of any such reduction to be applied, first, to this Facility, and, second, to Facility B, (ii) in the event the Borrower permanently terminates or reduces Facility B in whole, the Borrower shall simultaneously terminate or reduce, as the case may be, this Facility, (iii) each partial reduction of the Revolving Credit Commitments and Facility B shall be in an a minimum collective aggregate principal amount that which is an integral multiple of $1,000,000 100,000 and not less than $10,000,000 500,000 and (iiiv) the Borrower no such termination or reduction of Revolving Credit Commitments shall not terminate or reduce the Commitments be permitted if, (1) after giving effect thereto and to any concurrent prepayment prepayments of the Revolving Loans made on the effective date thereof, Indebtedness outstanding under the Facility shall be less than $2,000,000 unless the Facility Obligations are simultaneously paid in accordance with Section 2.11, full in cash and the Commitments under this Facility are fully terminated or (i2) the sum of the aggregate outstanding principal amount of Revolving Loans plus the Letter of Credit Exposures Exposure would exceed the total Commitments, (ii) the sum of the Revolver A Revolving Credit Exposures would exceed the Revolver A Commitments, or (iii) the sum of the Revolver B Credit Exposures would exceed the Revolver B Commitments. (c) The In the event, and on each occasion, that the Borrower is required to prepay or repay the Revolving Loans and/or to provide cash collateral for the Letters of Credit as provided in Section 2.11(c) or (d) and Section 2.11(f), then on the date of such required action, the Revolving Credit Commitments shall be automatically and permanently reduced by an amount equal to the sum of such required payment and cash collateral; provided, however that (i) the Borrower simultaneously reduce Facility B by a pro rata portion of the amount of such prepayment or reduction determined pursuant to the allocation method set forth in Section 4(d)(ii) of the Intercreditor Agreement, (ii) in the event the Borrower prepays the amount of Facility B, in whole, the Borrower shall notify simultaneously prepay this Facility in its entirety and (iii) in no event shall any such reduction or prepayment reduce either (x) the Administrative Agent of any election outstanding Indebtedness under this Facility to terminate an amount less than $2,000,000 or reduce (y) the outstanding Indebtedness under Facility B to an amount less than $500,000, in each case, unless the Facility Obligations are simultaneously paid in full in cash and the Commitments under are terminated in full. In addition, the Revolving Credit Commitments shall be automatically and permanently reduced by the amount of Excess Proceeds referred to in paragraph (bc) or (d) of Section 2.11 which is allocable to reduce such Commitments as provided in Section 2.11(f). For purposes of applying the requirements of this Section at least three Business Days prior 2.09(c), the amount of any Excess Proceeds referred to in paragraph (c) or (d) of Section 2.11 which is allocable to the effective date Facility Obligations shall be calculated as if the definition set forth in the last sentence of such termination or reductionSection 2.11(c) included, specifying such election and the effective date thereof as well as whether such reduction applies to the Revolver A Commitments or the Revolver B Commitments. Promptly following receipt of any noticein addition, the Administrative Agent shall advise the Lenders maximum aggregate amount of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower unused Revolving Credit Commitments. (by notice to the Administrative Agent on or prior to the specified effective dated) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent and such Commitments shall not be reinstated. Each reduction of in the Revolving Credit Commitments in accordance with this Article II shall be made ratably among the Lenders in accordance with their respective Revolving Credit Commitments. The Borrower shall pay to the Administrative Agent for the account of the Lenders, on the date of each termination or reduction of the Revolving Credit Commitments of any Class, the Commitment Fees on the amount of the Revolving Credit Commitments of such Class so terminated or reduced accrued to the date of such termination or reduction.

Termination and Reduction of Commitments. (a) Unless previously terminated, the Revolving Credit Commitments shall terminate on the applicable Maturity Date. The commitments of the Issuing Banks to issue, amend, renew or extend any Letters of Credit shall automatically terminate on the earlier to occur of (i) the termination of the Revolving Credit Commitments and (ii) the date that is five Business Days prior to the applicable Maturity Date. (b) The applicable Borrower may at any time terminate, without premium or penalty, or from time to time reduce pro ratareduce, the Revolving Credit Commitments as specified in under the notice set forth in Revolving Credit Facility (c) belowor under any tranche of the Revolving Credit Commitments); provided provided, that (i) each reduction of the Revolving Credit Commitments shall be in an amount that is an integral multiple of $1,000,000 500,000 and not less than $10,000,000 1.0 million (or the remainder of such Revolving Credit Commitments) and (ii) in any event, the applicable Borrower shall not terminate or reduce the Revolving Credit Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.112.9, (ix) the sum of the Total Revolving Credit Exposures Exposure would exceed the total CommitmentsLine Cap at such time, (iiy) the sum of the Revolver A Total Canadian Revolving Credit Exposures Exposure would exceed the Revolver A Commitments, Canadian Line Cap at such time or (iiiz) the sum of the Revolver B Total US Revolving Credit Exposures Exposure would exceed the Revolver B CommitmentsUS Line Cap at such time. (c) The applicable Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Credit Commitments under the Revolving Credit Facility (or any tranche thereof) pursuant to paragraph (b) of this Section 2.7 at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof as well as whether such reduction applies to the Revolver A Commitments or the Revolver B Commitmentsthereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the applicable Revolving Credit Lenders of the contents thereof. Each notice delivered by the applicable Borrower pursuant to this Section 2.7 shall be irrevocable; provided provided, that a notice of termination of the Revolving Credit Commitments delivered by the applicable Borrower may state that such notice is conditioned upon the effectiveness of other credit facilitiesfacilities or any other financing, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on sale or prior to the specified effective date) if such condition is not satisfiedother transaction. Any termination or reduction of the Revolving Credit Commitments shall be permanent and such Commitments shall not be reinstated(but subject to any increase pursuant to Section 2.20). Each reduction of the Revolving Credit Commitments under the Revolving Credit Facility (other than any such reduction resulting from the termination of the Revolving Credit Commitment of any Lender as provided in Section 2.18) shall be made ratably among the Lenders in accordance with their respective CommitmentsRevolving Credit Lenders.

Termination and Reduction of Commitments. (a) Unless previously terminated, the Commitments shall terminate on the Maturity Date. (b) The Borrower may at any time terminate, or from time to time reduce pro ratareduce, the Commitments as specified in the notice set forth in (c) belowCommitments; provided PROVIDED that (i) each reduction of the Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $10,000,000 5,000,000 and (ii) the Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.112.10, (i) the sum of the Revolving Credit Exposures would exceed the total Commitments, (ii) the sum of the Revolver A Credit Exposures would exceed the Revolver A Commitments, or (iii) the sum of the Revolver B Credit Exposures would exceed the Revolver B Commitments. (c) In the event and on each occasion that any Net Proceeds are received by or on behalf of the Parent, the Borrower or any Subsidiary in respect of any Prepayment Event, then, unless a Reinvestment Notice shall be delivered in respect thereof, the Borrower shall promptly, and in any event within five Business Days after such Net Proceeds are received, reduce the total Commitments by an aggregate amount equal to 100% of such Net Proceeds; PROVIDED, that, on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied to the permanent reduction of the total Commitments by an amount equal to the Reinvestment Prepayment Amount. (d) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof as well as whether such reduction applies to the Revolver A Commitments or the Revolver B Commitmentsthereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided PROVIDED that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilitiesfacilities or the consummation of other specified transactions, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent and such Commitments shall not be reinstatedpermanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, the Commitments shall terminate on the Maturity Date. (b) The Borrower may at any time terminate, or from time to time reduce pro ratareduce, the Commitments as specified in the notice set forth in (c) belowCommitments; provided that that, (i) each reduction of the Commitments shall be in an amount that is an integral multiple minimum aggregate amounts of $1,000,000 and not 10,000,000 (unless the Swingline Commitment and/or the total Commitment, as the case may be, at such time is less than $10,000,000 10,000,000, in which case, in an amount equal to the Swingline Commitment and/or the total Commitment at such time) and, if such reduction is greater than $10,000,000, in integral multiples of $5,000,000 in excess of such amount and (ii) the Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.112.10, (i) the sum of the Revolving Credit Exposures plus the aggregate principal amount of outstanding Competitive Loans would exceed the total Commitments, (ii) the sum of the Revolver A Credit Exposures would exceed the Revolver A Commitments, or (iii) the sum of the Revolver B Credit Exposures would exceed the Revolver B Commitments. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof as well as whether such reduction applies to the Revolver A Commitments or the Revolver B Commitmentsthereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that that, a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent and such Commitments shall not be reinstatedpermanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Term Loan Commitments shall terminate when funding is received by the Borrowers on the Effective Date and (ii) all other Commitments shall terminate on the earlier to occur of (A) the Maturity DateDate and (B) the occurrence of any event described in clause (i) or (ii) of Section 2.12(g). (b) The Borrower Representative may at any time terminateterminate the Revolving Commitments upon (i) the payment in full in cash of all outstanding Loans, together with accrued and unpaid interest thereon and on any Letters of Credit; (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to such Letters of Credit, the deposit by the applicable Borrower in the applicable LC Collateral Accounts of cash (or, with the consent of the Administrative Agent, the Required Lenders and each applicable Issuing Bank, a back-up standby letter of credit) equal to 105% of the LC Exposure as of such date in accordance with Section 2.06(j); (iii) the payment in full in cash of the accrued and unpaid fees; and (iv) the payment in full in cash of all accrued and unpaid reimbursable expenses and other Obligations together with accrued and unpaid interest thereon. (c) The Borrower Representative may from time to time reduce pro rata, the Commitments as specified in the notice set forth in (c) belowRevolving Commitments; provided that (i) each reduction of the Revolving Commitments shall be in an amount that is an integral multiple of $1,000,000 10,000,000 and not less than $10,000,000 25,000,000 (or, in either case, if less, the aggregate remaining Revolving Commitment) and (ii) the Borrower Borrowers shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.11, (i) the sum of the Aggregate Revolving Credit Exposures Exposure would exceed the total Commitments, (ii) the sum of the Revolver A Credit Exposures would exceed the Revolver A Commitments, or (iii) the sum of the Revolver B Credit Exposures would exceed the Revolver B aggregate Revolving Commitments. (cd) The Borrower Representative shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) or (c) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof as well as whether such reduction applies to the Revolver A Commitments or the Revolver B Commitmentsthereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower Representative pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower Representative may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower Representative (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent and such Commitments shall not be reinstatedpermanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, the Revolving Commitments shall terminate on the Revolving Maturity Date. (b) The Borrower may at any time terminate, or from time to time reduce pro ratareduce, the Commitments as specified in the notice set forth in (c) belowof 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 $10,000,000 2,500,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the 45 Revolving Loans in accordance with Section 2.112.10, (i) the sum of the Revolving Credit Exposures would exceed the total Commitments, (ii) the sum of the Revolver A Credit Exposures would exceed the Revolver A Commitments, or (iii) the sum of the Revolver B Credit Exposures would exceed the Revolver B Revolving Commitments. (c) In the event that, on the date on which any prepayment would be required pursuant to Section 2.10(c) or 2.10(e), no Term Borrowings remain outstanding or the amount of the prepayment required by Section 2.10(c) or 2.10(e), as the case may be, exceeds the aggregate principal amount of Term Borrowings then outstanding, the Borrower shall reduce the Revolving Commitments by an amount equal to the excess of the required prepayment over the principal amount, if any, of Term Borrowings actually prepaid. (d) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section Section, or any required reduction of the Revolving Commitments under paragraph (c) of this Section, at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof as well as whether such reduction applies to the Revolver A Commitments or the Revolver B Commitmentsthereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent and such Commitments shall not be reinstatedpermanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitmentscommitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, (1) the Term Loan Commitments shall terminate on the earliest of (x) the funding of all of the Term Loans hereunder, (y) 3:00 p.m. (New York City time) on the date on which the Initial Term Loan calendar quarters ending immediately after such ninth calendar quarter, 1.25% of the aggregate principal amount of the Term Loans actually funded under this Agreement prior to each such last day of such calendar quarter; and (iii) on the last day of the thirteenth calendar quarter ending following the Initial Term Loan Funding Date and on the last day of each calendar quarter ending after such thirteenth calendar quarter, 2.50% of the aggregate principal amount of the Term Loans actually funded under this Agreement prior to each such last day of such calendar quarter (in each of the foregoing cases, as adjusted from time to time pursuant to Section 2.11(a)). To the extent not previously repaid, all unpaid Term Loans shall be paid in full in Dollars by the Company on the Term Loan Maturity Date. (b) The Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of each Borrower may at any time terminateto such Lender resulting from each Loan made by such Lender, or including the amounts of principal and interest payable and paid to such Lender from time to time reduce pro rata, the Commitments as specified in the notice set forth in (c) below; provided that (i) each reduction of the Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $10,000,000 and (ii) the Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.11, (i) the sum of the Revolving Credit Exposures would exceed the total Commitments, (ii) the sum of the Revolver A Credit Exposures would exceed the Revolver A Commitments, or (iii) the sum of the Revolver B Credit Exposures would exceed the Revolver B Commitmentshereunder. (c) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Class, Agreed Currency and Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from each Borrower shall notify to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of any election the Lenders and each Lender’s share thereof. (d) The entries made in the accounts maintained pursuant to terminate or reduce the Commitments under paragraph (b) or (c) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof as well as whether such reduction applies to the Revolver A Commitments or the Revolver B Commitments. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocableprima facie evidence of the existence and amounts of the obligations recorded therein; provided that a notice the failure of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to any Lender or the Administrative Agent on to maintain such accounts or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent and such Commitments any error therein shall not be reinstated. Each reduction in any manner affect the obligation of any Borrower to repay the Commitments shall be made ratably among the Lenders Loans in accordance with their respective Commitmentsthe terms of this Agreement. (e) Any Lender may request that Loans made by it to any Borrower be evidenced by a promissory note. In such event, the relevant Borrower shall prepare, execute and deliver to such Lender a promissory note payable to such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in the form attached hereto as Exhibit I. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Initial Term Commitments shall terminate at 5:00 p.m., New York City time, on the Effective Date and (ii) each Class of Revolving Commitments shall terminate on the applicable Revolving Maturity Date. (b) The Borrower may at any time terminate, or from time to time reduce pro ratareduce, the Commitments as specified in the notice set forth in (c) belowof any Class; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 500,000 and not less than $10,000,000 1,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans in accordance with Section 2.11, (i) the sum of the aggregate Revolving Credit Exposures would exceed the total aggregate Revolving Commitments; provided further, that (1) the Borrower may allocate any termination or reduction of Commitments among Classes of Commitments at its direction (including, for the avoidance of doubt, to the Commitments with respect to any Class of Extended Revolving Commitments without any termination or reduction of the Commitments with respect to any existing Revolving Commitments of the same specified original Revolving Commitment Class) and (2) in connection with the establishment on any date of any Extended Revolving Commitments pursuant to Section 2.21, the original Revolving Commitments of any one or more Lenders providing any such Extended Revolving Commitments on such date shall be reduced in an amount equal to the amount of specified original Revolving Commitments so extended on such date (or, if agreed by the Borrower and the Lenders providing such Extended Revolving Commitments, (ii) by any greater amount so long as the sum Borrower prepays the original Revolving Loans of such Class owed to such Lenders providing such Extended Revolving Commitments to the Revolver A Credit Exposures would exceed extent necessary to ensure that after giving effect to such repayment or reduction, the Revolver A Commitments, or (iii) original Revolving Loans of such Class are held by the sum Lenders of the Revolver B Credit Exposures would exceed the Revolver B Commitmentssuch Class on a pro rata basis in accordance with their original Revolving Commitments of such Class after giving effect to such reduction). (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three one Business Days Day prior to the effective date of such termination or reduction, specifying such election and the effective date thereof as well as whether such reduction applies to the Revolver A Commitments or the Revolver B Commitmentsthereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent and such Commitments shall not be reinstatedpermanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders within such Class in accordance with their respective CommitmentsCommitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Revolving Commitments shall terminate on the Revolving Maturity Date and (ii) the 2018 Extended Revolving Commitments shall terminate on the 2018 Extended Revolving Maturity Date. (b) The Borrower may at any time terminate, or from time to time reduce pro ratareduce, the Commitments as specified in the notice set forth in (c) below; of any Class, provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 500,000 and not less than $10,000,000 and 5,000,000, (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.11, (i) the sum of the aggregate Revolving Credit Exposures would exceed the total Commitments, aggregate Revolving Commitments and (iiiii) the sum Borrower shall not terminate or reduce the 2018 Extended Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolver A Credit 2018 Extended Revolving Loans in accordance with Section 2.11, the aggregate 2018 Extended Revolving Exposures would exceed the Revolver A Commitments, or (iii) the sum of the Revolver B Credit Exposures would exceed the Revolver B aggregate 2018 Extended Revolving Commitments. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section 2.08 at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof as well as whether such reduction applies to the Revolver A Commitments or the Revolver B Commitmentsthereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section 2.08 shall be irrevocable; , provided that a notice of termination of the Revolving Commitments or 2018 Extended Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilitiesfacilities 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 in Control, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent and such Commitments shall not be reinstatedpermanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective CommitmentsCommitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, The Borrower shall have the right to terminate or reduce the Commitments shall terminate on the Maturity Date. (b) The Borrower may at any time terminate, or and from time to time reduce pro rataat its option, the Commitments as specified in the notice set forth in (c) below; provided PROVIDED that (ia) the Borrower shall give not less than five (5) days prior notice of such termination or reduction to the Administrative Agent (with sufficient executed copies for each Lender) specifying the amount and effective date thereof, (b) each partial reduction of the Commitments shall be in an a minimum amount that is of $5,000,000 and in an integral multiple of $1,000,000 and shall reduce the Commitments of all of the Lenders proportionately in accordance with the respective commitment amounts for each such Lender set forth on the signature pages hereof next to the name of each such Lender, (c) no such termination or reduction shall be permitted with respect to any portion of the Commitments as to which a request for a Borrowing pursuant to Section 2.5 is then pending, and (d) the Commitments may not less than $10,000,000 be terminated if any Advances are then outstanding and may not be reduced below the principal amount of Advances then outstanding. The Commitments or any portion thereof terminated or reduced pursuant to this Section 2.3(a), whether optional or mandatory, may not be reinstated. (b) For purposes of this Agreement, a Letter of Credit Advance (i) shall be deemed outstanding in an amount equal to the sum of the maximum amount available to be drawn under the related Letter of Credit on or after the date of determination and on or before the stated expiry date thereof plus the amount of any draws under such Letter of Credit that have not been reimbursed as provided in Section 3.3 and (ii) the Borrower shall not terminate be deemed outstanding at all times on and before such stated expiry date or reduce the Commitments ifsuch earlier date on which all amounts available to be drawn under such Letter of Credit have been fully drawn, after giving effect and thereafter until all related reimbursement obligations have been paid pursuant to any concurrent prepayment of the Loans Section 3.3. As provided in accordance with Section 2.113.3, (i) the sum of the Revolving Credit Exposures would exceed the total Commitments, (ii) the sum of the Revolver A Credit Exposures would exceed the Revolver A Commitments, or (iii) the sum of the Revolver B Credit Exposures would exceed the Revolver B Commitments. (c) The Borrower shall notify upon each payment made by the Administrative Agent in respect of any election to terminate draft or reduce other demand for payment under any Letter of Credit, the Commitments under paragraph (b) amount of this Section at least three Business Days any Letter of Credit Advance outstanding immediately prior to such payment shall be automatically reduced by the effective date amount of such termination or reduction, specifying such election and the effective date thereof as well as whether such reduction applies to the Revolver A Commitments or the Revolver B Commitments. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders each Revolving Credit Loan deemed advanced in respect of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination related reimbursement obligation of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent and such Commitments shall not be reinstated. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective CommitmentsBorrower.

Termination and Reduction of Commitments. (a) Unless previously terminated, the Commitments shall terminate on the Maturity Date. (b) The Borrower may at any time terminate, or from time to time reduce pro ratareduce, the Commitments as specified in the notice set forth in (c) belowCommitments; provided that (i) each reduction of the Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $10,000,000 1,000,000 and (ii) the Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.11this Agreement, (i) the sum of the Revolving Credit Exposures would exceed the total Commitments, (ii) the sum of the Revolver A Credit Exposures would exceed the Revolver A Commitments, or (iii) the sum of the Revolver B Credit Exposures would exceed the Revolver B Commitments. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof as well as whether such reduction applies to the Revolver A Commitments or the Revolver B Commitmentsthereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent and such Commitments shall not be reinstatedpermanent. Each Except as provided in paragraph (d) below, each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments. (d) In the event the Borrower is entitled to replace a non-consenting Lender pursuant to Section 9.02(c), the Borrower shall have the right, upon five Business Days' written notice to the Administrative Agent (which notice the Administrative Agent shall promptly transmit to each of the Lenders), to terminate the entire Commitment of such Lender, so long as (i) all Loans, together with accrued and unpaid interest, fees and other amounts owing to such Lender are repaid pursuant to Section 2.10(f) concurrently with the effectiveness of such termination and (ii) the consents required by Section 9.02(c) in connection with the prepayment shall have been obtained, and at such time, such Lender shall no longer constitute a "Lender" for purposes of this Agreement, except with respect to Sections 2.14, 2.15, 2.16 and 9.03 (other than Section 9.03(c)) of this Agreement, which shall survive as to such Lender.

Termination and Reduction of Commitments. (a) 2.9.1. Unless previously terminated, the Initial Commitments shall automatically terminate on the Initial Revolving Credit Maturity Date. (b) The 2.9.2. Upon delivering the notice required by Section 2.09(d), the Lead Borrower may at any time terminateterminate the Commitments of any Class upon (i) the payment in full in Cash of all outstanding Revolving Loans of such Class, together with accrued and unpaid interest thereon, (ii) the cancellation and return of all outstanding Letters of Credit of such Class (or alternatively, with respect to each outstanding Letter of Credit, the furnishing to the Administrative Agent of a Cash deposit (or, if reasonably satisfactory to the applicable Issuing Bank, a backup standby letter of credit) equal to 101% of the relevant LC Exposure (minus the amount then on deposit in the US LC Collateral Account or Canadian LC Collateral Account, as applicable) as of such date) and (iii) the payment in full of all accrued and unpaid fees and all reimbursable expenses and other non-contingent Obligations with respect to the Revolving Facility of such Class then due, together with accrued and unpaid interest (if any) thereon. 2.9.3. Upon delivering the notice required by Section 2.09(d), the Lead Borrower may from time to time reduce pro rata, the Commitments as specified in the notice set forth in (c) belowCommitments; provided that (i) each reduction of the Commitments shall be in an amount that is an integral multiple of $1,000,000 1.0 million and not less than $10,000,000 1.0 million and (ii) the Lead Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans and Swingline Loans in accordance with Section 2.112.10 or Section 2.11 or any Reallocation in accordance with Section 2.25, (i) the sum of the aggregate Initial US Revolving Credit Exposures Exposure would exceed the total Commitments, (ii) US Line Cap or the sum of the Revolver A Initial Canadian Revolving Credit Exposures Exposure would exceed the Revolver A Commitments, or (iii) the sum of the Revolver B Credit Exposures would exceed the Revolver B CommitmentsCanadian Line Cap. (c) 2.9.4. The Lead Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) or (c) of this Section 2.09 in writing at least three (3) Business Days prior to the effective date of such termination or reductionreduction (or such later date to which the Administrative Agent may agree), specifying such election and the effective date thereof as well as whether such reduction applies to the Revolver A Commitments or the Revolver B Commitmentsthereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the applicable Class of the contents thereof. Each notice delivered by the Lead Borrower pursuant to this Section 2.09 shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Lead Borrower may state that such notice is conditioned upon the effectiveness of other credit facilitiestransactions or contingencies, in which case such notice may be revoked by the Lead Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any effective termination or reduction of the Commitments pursuant to this Section 2.09(d) shall be permanent and such Commitments shall not be reinstatedpermanent. Each Upon any reduction of the Commitments, the Commitments of each Lender shall be made ratably among the Lenders in accordance with their respective Commitmentsreduced by such Lender’s Applicable Percentage of such reduction amount.

Termination and Reduction of Commitments. (a) Subject to (i) upward adjustment on a dollar-for-dollar basis to reflect any increases in the Tranche B Commitments pursuant to Section 2.18 and (ii) the ability of the Supermajority Tranche B Lenders to postpone a reduction of Tranche B Commitments for up to 90 days following the scheduled date of reduction (a “Commitment Reduction Postponement”),2.18, on each date set forth below, the Tranche B Commitments shall not exceed the amount set forth opposite such date below: December 31, 2016 $210,000,000 June 30, 2017 $180,000,000 December 31, 2017 $150,000,000 In connection with each such reduction of Tranche B Commitments (including the reduction of the Tranche B Commitments on the First Amendment Closing Date pursuant to the First Amendment), the Borrower shall make any prepayment of Tranche B Revolving Loans required by Section 2.09(b) on the date of reduction (but not, for the avoidance of doubt, any prepayment of Tranche A Revolving Loans). Each such reduction of Tranche B Commitments shall be permanent and such Tranche B Commitments shall not be reinstated. Each such reduction of Tranche B Commitments shall be made ratably among the Tranche B Revolving Lenders in accordance with their respective Tranche B Commitments. Immediately following any such reduction of Tranche B Commitments, to the extent the aggregate Revolving Credit Exposure of the Lenders is not allocated ratably in accordance with the Commitments of the Lenders, each of the Lenders shall, at the discretion of the Administrative Agent, be deemed to have purchased and assumed (as applicable) at the principal amount thereof, such interests in the Loans of either Class as shall be necessary in order that, after giving effect to such assignments and assumptions, the aggregate Revolving Credit Exposure is allocated ratably in accordance with the Commitments of the Lenders (it being understood that such assignments and assumptions shall only be with respect to Loans and in no event will any assignment or assumption of Commitments be deemed to occur as a result of this sentence). (b) Unless previously terminated, the applicable Commitments shall terminate on the applicable Maturity Date. (bc) The Borrower may at any time terminate, or from time to time reduce pro ratareduce, the Commitments as specified in the notice set forth in (c) belowCommitments; provided that (i) each reduction of the Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $10,000,000 and (ii) the Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.11, (i) the sum of the Revolving Credit Exposures would exceed the total Commitments, (ii) the sum of the Revolver A Credit Exposures would exceed the Revolver A Commitments, or (iii) the sum of the Revolver B Credit Exposures would exceed the Revolver B Commitments. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof as well as whether such reduction applies to the Revolver A Commitments or the Revolver B Commitments. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent and such Commitments shall not be reinstated. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments.5,000,000 and

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Initial Commitments shall automatically terminate on the Initial Revolving Credit Maturity Date and (ii) 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 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 pro ratareduce, the Commitments as specified in the notice set forth in (c) belowof any Class; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 and not less than $10,000,000 and 1,000,000, (ii) the Borrower Representative shall not terminate or reduce the Commitments of any Class if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.11and Swingline Loans, (iA) the sum aggregate amount of the Revolving Credit Exposures Exposure attributable to the Commitments of such Class would exceed the total Commitmentsaggregate amount of the Commitments of such Class, (iiB) the sum of the Revolver A Total Revolving Credit Exposures Exposure would exceed the Revolver A CommitmentsLine Cap, or (iiiC) the sum of the Revolver B Credit Exposures total US Facility Exposure would exceed the Revolver B 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 Borrower Representative shall notify the Administrative Agent of any election to terminate or reduce the Commitments any Commitment under paragraph (b) of this Section at least three 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 as well as whether such reduction applies to the Revolver A Commitments or the Revolver B Commitmentsthereof. 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 Borrower Representative pursuant to this Section shall be irrevocable; provided that a any such notice of termination of the Commitments delivered by the Borrower may state that such notice it is conditioned upon the effectiveness of other credit facilitiestransactions, in which case such notice may be revoked by the Borrower Representative (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments any Commitment pursuant to this Section 2.09 shall be permanent and such Commitments shall not be reinstatedpermanent. Each Upon any reduction of any Commitment, the Commitments Commitment of each Lender of the relevant Class shall be made ratably among reduced by such Lender’s Applicable Class Percentage of the Lenders in accordance with their respective Commitmentsamount of such reduction.

Termination and Reduction of Commitments. (a) Unless previously terminated, the The Commitments shall terminate on the Maturity Termination Date (regardless of whether any Loans have been made on the Termination Date). (b) On the date on which the Borrower or any of its Subsidiaries receives any Net Cash Proceeds in respect of any Reduction Event, the Commitments shall be reduced by an amount equal to such Net Cash Proceeds; provided that if the Net Cash Proceeds in respect of any Reduction Event is less than $5,000,000, no such reduction shall be required until the Net Cash Proceeds with respect to such Reduction Event, together with the Net Cash Proceeds with respect to all other Reduction Events in respect of which no reduction under this paragraph (b) shall have theretofore been made, is equal to at least $5,000,000. (c) The Borrower may at any time terminate, or from time to time reduce pro ratareduce, the Commitments as specified in the notice set forth in (c) belowCommitments; provided that (i) each reduction of the any Commitments shall be in an amount that is an integral multiple of $1,000,000 5,000,000 and not less than $10,000,000 and (ii) the Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.11, (i) the sum of the Revolving Credit Exposures would exceed the total Commitments, (ii) the sum of the Revolver A Credit Exposures would exceed the Revolver A Commitments, or (iii) the sum of the Revolver B Credit Exposures would exceed the Revolver B Commitments25,000,000. (cd) The Borrower shall notify the Administrative Agent of any mandatory reduction of the Commitments under paragraph (b) of this Section or any election to terminate or reduce the Commitments under paragraph (bc) of this Section Section, in each case at least three Business Days prior to the effective date of such termination or reduction, specifying such election and mandatory reduction or such election, as the case may be, and, in the case of any such election, the effective date thereof as well as whether such reduction applies to the Revolver A Commitments or the Revolver B Commitmentsthereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of election to terminate the Commitments as permitted under paragraph (c) delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent and such Commitments shall not be reinstatedpermanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, the (i) Tranche A Term Commitments and Tranche B Term Commitments shall terminate at 5:00 p.m., New York City time, on the Effective Date and (ii) the Revolving Commitments shall terminate on the Revolving Maturity Date; PROVIDED that all the Commitments shall terminate at 5:00 p.m., New York City time, on March 31, 2000, if the Effective Date shall not have occurred prior to such time. (b) The Borrower may at any time terminate, or from time to time reduce pro ratareduce, the Commitments as specified in the notice set forth in (c) belowof any Class; provided PROVIDED that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 that is a Borrowing Multiple and not less than $10,000,000 the Borrowing Minimum and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.112.10, (i) the sum of the aggregate Revolving Credit Exposures would exceed the total Commitments, (ii) the sum of the Revolver A Credit Exposures would exceed the Revolver A Commitments, or (iii) the sum of the Revolver B Credit Exposures would exceed the Revolver B aggregate Revolving Commitments. (c) If any prepayment of Term Borrowings is required pursuant to Section 2.10 but cannot be made because there are no Term Borrowings outstanding 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 ratably 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 Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section or any required reduction of the Revolving Commitments under paragraph (c) of this Section, at least three five Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof as well as whether such reduction applies to the Revolver A Commitments or the Revolver B Commitmentsthereof. Promptly following receipt of any notice, the Administrative Agent shall advise the applicable Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided PROVIDED that a notice of termination of the Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent and such Commitments shall not be reinstatedpermanent. Each reduction of the Commitments of any Class shall be made ratably among the applicable Lenders in accordance with their respective CommitmentsCommitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Revolving Loan Commitments shall terminate on the Revolving Loan Maturity Date and (ii) the Term Loan Commitments existing on the Effective Date shall terminate on the Effective Date immediately after the funding of the Term Loans to be made on the Effective Date. (b) The Borrower Borrowers may at any time terminate, or from time to time reduce pro ratareduce, the Commitments as specified in the notice set forth in (c) belowRevolving Loan Commitments; provided that (i) each reduction of the Revolving Loan Commitments shall be in an amount that is an integral multiple of $1,000,000 500,000 and not less than $10,000,000 1,000,000 and (ii) the Borrower Borrowers shall not terminate or reduce the Revolving Loan Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.112.8, (iA) the sum of the Effective Amount of all Revolving Credit Exposures Loans, L/C Obligations and Swing Line Loans then outstanding would exceed the total CommitmentsTotal Revolving Loan Commitment, (iiB) the sum of the Revolver A Credit Exposures Total Revolving Loan Commitment would exceed the Revolver A Commitmentsnot be greater than or equal to zero, or (iiiC) the sum Revolving Loan Commitment of the Revolver B Credit Exposures any Lender would exceed the Revolver B Commitmentsnot be greater than or equal to zero. (c) The Borrower Borrowers shall notify the Administrative Agent of any election to terminate or reduce the Revolving Loan Commitments under paragraph (b) of this Section at least three five Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof as well as whether such reduction applies to the Revolver A Commitments or the Revolver B Commitmentsthereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Revolving Lenders of the contents thereof. Each notice delivered by the Borrower Borrowers pursuant to this Section shall be irrevocable; provided that a notice of termination of the Revolving Loan Commitments delivered by the Borrower 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 Borrower 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 shall be permanent and such Commitments shall not be reinstatedpermanent. Each reduction of the Revolving Loan Commitments shall be made ratably among the Lenders in accordance with their respective Revolving Loan Commitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, the Revolving Commitments shall terminate on the Maturity Date. (b) The Borrower may at any time terminate, or from time to time reduce pro ratareduce, the Commitments as specified in the notice set forth in (c) belowCommitments; provided that (i) each reduction of the Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $10,000,000 1,000,000 and in integral multiples of $500,000 in excess thereof, (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.11, (i) the sum of the Revolving Credit Exposures would exceed the total Commitments, (ii) the sum of the Revolver A Credit Exposures would exceed the Revolver A Commitments, or Aggregate Revolving Commitment and (iii) if at any time before any Term Loans are made, the sum Borrower satisfies the prepayment requirements set forth in this Section 2.08(b) by remitting a prepayment fee to the Administrative Agent for the ratable benefit of the Revolver B Credit Exposures would exceed Lenders with Revolving Commitments in an amount equal to 20% of the Revolver B Commitmentsaggregate amount by which the Aggregate Revolving Commitment is reduced. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments of any Class under paragraph (b) of this Section at least three one Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof as well as whether such reduction applies to the Revolver A Commitments or the Revolver B Commitmentsthereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent and such Commitments shall not be reinstatedpermanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective CommitmentsCommitments with respect to such Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, the Commitments shall terminate on the Maturity DateDate (subject to Section 2.25). (b) The Borrower Company may at any time terminate, or from time to time reduce pro ratareduce, the Commitments as specified in the notice set forth in (c) belowCommitments; provided that (i) each reduction of the Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $10,000,000 5,000,000 and (ii) the Borrower Company shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.11, (i) the Dollar Amount of the sum of the Total Revolving Credit Exposures would exceed the total Commitments, (ii) the sum of the Revolver A Credit Exposures would exceed the Revolver A Commitments, or (iii) the sum of the Revolver B Credit Exposures would exceed the Revolver B CommitmentsAggregate Commitment. (c) Notwithstanding the foregoing, upon the acquisition of one Lender by another Lender, or the merger, consolidation or other combination of any two or more Lenders (any such acquisition, merger, consolidation or other combination being referred to hereinafter as a “Combination” and each Lender which is a party to such Combination being hereinafter referred to as a “Combined Lender”), the Company may notify the Administrative Agent that it desires to reduce the Commitment of the Lender surviving such Combination (the “Surviving Lender”) to an amount equal to the Commitment of that Combined Lender which had the largest Commitment of each of the Combined Lenders party to such Combination (such largest Commitment being the “Surviving Commitment” and the Commitments of the other Combined Lenders being hereinafter referred to, collectively, as the “Retired Commitments”). If the Required Lenders (determined as set forth below) and the Administrative Agent agree to such reduction in the Surviving Lender’s Commitment, then (i) the aggregate amount of the Commitments shall be reduced by the Retired Commitments effective upon the effective date of the Combination, provided, that, on or before such date the Borrowers have paid in full the outstanding principal amount of the Loans of each of the Combined Lenders other than the Combined Lender whose Commitment is the Surviving Commitment, (ii) from and after the effective date of such reduction, the Surviving Lender shall have no obligation with respect to the Retired Commitments, and (iii) the Company shall notify the Administrative Agent whether they wish such reduction to be a permanent reduction or a temporary reduction. If such reduction is to be a temporary reduction, then the Company shall be responsible for finding one or more financial institutions (each, a “Replacement Lender”), acceptable to the Administrative Agent (such acceptance not to be unreasonably withheld or delayed), willing to assume the obligations of a Lender hereunder with aggregate Commitments up to the amount of the Retired Commitments. The Borrower Administrative Agent may require the Replacement Lenders to execute such documents, instruments or agreements as the Administrative Agent deems necessary or desirable to evidence such Replacement Lenders’ agreement to become parties hereunder. For purposes of this Section 2.09(c), Required Lenders shall be determined as if the reduction in the aggregate amount of the Commitments requested by the Company had occurred (i.e., the Combined Lenders shall be deemed to have a single Commitment equal to the Surviving Commitment and the aggregate amount of the Commitments shall be deemed to have been reduced by the Retired Commitments). (d) The Company shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof as well as whether such reduction applies to the Revolver A Commitments or the Revolver B Commitmentsthereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower Company pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower Company may state that such notice is conditioned upon the effectiveness of other credit facilitiesfacilities or other transactions specified therein, in which case such notice may be revoked by the Borrower Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent and such Commitments shall not be reinstatedpermanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments.

Termination and Reduction of Commitments. (a) Unless ---------------------------------------- previously terminated, the Commitments shall terminate at 5:00 p.m., New York City time, on the Maturity Date. (b) The Borrower may at any time terminate, or from time to time reduce pro ratareduce, the Commitments as specified in the notice set forth in (c) belowCommitments; provided that (i) each reduction of the Commitments shall be in -------- an amount that is an integral multiple of $1,000,000 and not less than $10,000,000 1,000,000 and (ii) the Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.11this Agreement, (i) the sum outstanding principal amount of the Revolving Credit Exposures Loans would exceed the total Commitments, (ii) the sum of the Revolver A Credit Exposures would exceed the Revolver A Commitments, or (iii) the sum of the Revolver B Credit Exposures would exceed the Revolver B Commitments. (c) In the event and on each occasion that any Net Proceeds are received by or on behalf of the Borrower or any Subsidiary in respect of any Prepayment Event, the Commitments shall be reduced in an aggregate amount equal to 100% (or 50% in the case of a Prepayment Event pursuant to paragraph (b) of the definition thereof) of such Net Proceeds. (d) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section Section, or any required reduction of the Commitments under paragraph (c) of this Section, at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof as well as whether such reduction applies to the Revolver A Commitments or the Revolver B Commitmentsthereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of -------- the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent and such Commitments shall not be reinstatedpermanent. Each Except as provided in paragraph (e) below, each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments. (e) In the event the Borrower is entitled to replace a non-consenting Lender pursuant to Section 9.02(c), the Borrower shall have the right, upon five Business Days' written notice to the Administrative Agent (which notice the Administrative Agent shall promptly transmit to each of the Lenders), to terminate the entire Commitment of such Lender, so long as (i) all Loans, together with accrued and unpaid interest and other amounts owing to such Lender are repaid pursuant to Section 2.11(e) concurrently with the effectiveness of such termination and (ii) the consents required by Section 9.02(c) in connection with the prepayment shall have been obtained, and at such time, such Lender shall no longer constitute a "Lender" for purposes of this Agreement, except with respect to Sections 2.15, 2.16, 2.17 and 9.03 of this Agreement, which shall survive as to such Lender.

Termination and Reduction of Commitments. (a) Unless previously terminated, the Commitments shall terminate on the Maturity Date. (b) The Borrower may may, without premium or penalty, at any time terminate, or from time to time reduce pro ratareduce, the Commitments as specified in the notice set forth in (c) below; Commitments, provided that (i) each reduction of the Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $10,000,000 5,000,000 and (ii) the Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.112.10, (i) the sum of the aggregate Revolving Credit Exposures would exceed the total Commitments, (ii) the sum of the Revolver A Credit Exposures would exceed the Revolver A Commitments, or (iii) the sum of the Revolver B Credit Exposures would exceed the Revolver B aggregate Commitments. (c) In the event and on each occasion that any Net Proceeds are received by or on behalf of Intermediate Holdings, the Borrower or any Subsidiary in respect of any Commitment Reduction Event, the Commitments shall automatically be reduced (and the Borrower shall concurrently make any prepayments of Borrowings to the extent necessary to comply with Section 2.10(b)) in an aggregate amount equal to (i) in the case of a Commitment Reduction Event described in clause (c) or (e) of the definition of the term “Commitment Reduction Event”, 50% of the amount of such Net Proceeds and (ii) in the case of all other Commitment Reduction Events, 100% of the amount of such Net Proceeds, provided that, in the case of any event described in clause (a) or (b) of the definition of the term “Commitment Reduction Event”, if Intermediate Holdings, the Borrower and the Subsidiaries apply (or commit to apply) the Net Proceeds from such event (or a portion thereof) within 270 days after receipt of such Net Proceeds and at a time when no Default has occurred and is continuing, to acquire real property, equipment or other tangible assets to be used in the business of Intermediate Holdings, the Borrower and the Subsidiaries (provided that the Borrower has delivered to the Administrative Agent within three Business Days after such Net Proceeds are received a certificate of a Financial Officer stating its intention to do so and certifying that no Default has occurred and is continuing), then no reduction in the Commitments shall occur pursuant to this paragraph in respect of the Net Proceeds in respect of such event (or the portion of such Net Proceeds specified in such certificate, if applicable) except to the extent of any such Net Proceeds therefrom that have not been so applied (or committed to be applied) by the end of such 270-day period (or if committed to be so applied within such 270-day period, have not been so applied within 12 months after receipt), at which time a reduction in the Commitments shall occur in an amount equal to such Net Proceeds that have not been so applied (or committed to be applied). Notwithstanding the foregoing, if, after giving effect to any reduction in the Commitments (and any concurrent prepayment of Borrowings) required by this paragraph (c), the aggregate LC Exposure would exceed the Commitments then in effect (such excess amount, the “Excess Commitment Reduction Amount”), (A) the Commitments shall instead be reduced in an amount such that, after giving effect to such reduction, the aggregate amount of Commitments at such time equals the aggregate LC Exposure at such time, (B) the Borrower shall deposit cash collateral in an account with the Administrative Agent, on terms reasonably satisfactory to the Administrative Agent and the Issuing Banks, in an amount equal to the Excess Commitment Reduction Amount, (C) each LC Disbursement in respect of any Letter of Credit outstanding at such time shall be reimbursed, first, with any funds deposited with the Administrative Agent pursuant to the immediately preceding clause (B) and, second, as provided in Section 2.05(e) and (D) the aggregate Commitments and the cash collateral required pursuant to the immediately preceding clause (B) (without duplication of any reduction in such cash collateral resulting from any reimbursement of LC Disbursements pursuant to the immediately preceding clause (C)) shall thereafter be reduced, on a dollar-for-dollar basis, by the amount of each reduction in the LC Exposure until such time as the Commitments have been reduced pursuant to this clause (D) by an amount equal to the Excess Commitment Reduction Amount. (d) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section 2.08 (or of any Commitment Reduction Event that shall give rise to an automatic reduction in the Commitments under paragraph (c) of this Section 2.08) at least three Business Days prior to the effective date of such termination or reduction, specifying such election (or the Commitment Reduction Event giving rise to such automatic reduction) and the effective date thereof as well as whether such reduction applies to the Revolver A Commitments or the Revolver B Commitmentsthereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section 2.08 shall be irrevocable; , provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent and such Commitments shall not be reinstatedpermanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, The Company shall have the right to terminate or reduce the Commitments shall terminate on the Maturity Date. (b) The Borrower may at any time terminate, or and from time to time reduce pro rataat its option, the Commitments as specified in the notice set forth in (c) below; provided that (i) the Company shall give three days' prior written notice of such termination or reduction to the Agent specifying the amount and effective date thereof, (ii) each partial reduction of the Commitments shall be in an a minimum amount that is of $5,000,000 and in an integral multiple of $1,000,000 thereafter and shall reduce the Commitments of all of the Lenders proportionately in accordance with the respective commitment amounts for each such Lender set forth in the signature pages hereof next to the name of each such Lender, (iii) no such termination or reduction shall be permitted with respect to any portion of the Commitments as to which a request for a Borrowing pursuant to Section 2.6 is then pending and (iv) the Commitments may not less than $10,000,000 be terminated if any Advances are then outstanding and may not be reduced below the principal amount of Advances then outstanding. The Commitments or any portion thereof terminated or reduced pursuant to this Section 2.4(a), whether optional or mandatory, may not be reinstated. The Company shall immediately prepay the Loans to the extent they exceed the reduced aggregate Commitments pursuant hereto, and any reduction hereunder shall reduce the Commitment amount of each Lender proportionately in accordance with the respective Commitment amounts for each such Lender set forth on the signature pages hereof next to the name of each such Lender. (b) For purposes of this Agreement, a Letter of Credit Advance (i) shall be deemed outstanding in an amount equal to the sum of the maximum amount available to be drawn under the related Letter of Credit on or after the date of determination and on or before the stated expiry date thereof plus the amount of any draws under such Letter of Credit that have not been reimbursed as provided in Section 3.3 and (ii) shall be deemed outstanding at all times on and before such stated expiry date or such earlier date on which all amounts available to be drawn under such Letter of Credit have been fully drawn, and thereafter until all related reimbursement obligations have been paid pursuant to Section 3.3. As provided in Section 3.3, upon each payment made by the Borrower Agent in respect of any draft or other demand for payment under any Letter of Credit, the amount of any Letter of Credit Advance outstanding immediately prior to such payment shall not terminate or reduce be automatically reduced by the Commitments if, after giving effect to any concurrent prepayment amount of each Syndicated Loan deemed advanced in respect of the Loans in accordance with Section 2.11, (i) the sum related reimbursement obligation of the Revolving Credit Exposures would exceed the total Commitments, (ii) the sum of the Revolver A Credit Exposures would exceed the Revolver A Commitments, or (iii) the sum of the Revolver B Credit Exposures would exceed the Revolver B CommitmentsCompany. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof as well as whether such reduction applies to the Revolver A Commitments or the Revolver B Commitments. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent and such Commitments shall not be reinstated. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, the Revolving Commitments shall terminate on the Maturity Date. Unless previously terminated, the Term Commitments shall terminate upon the making of the Term Loans on the Sixth Amendment and Restatement Effective Date. (b) The Parent Borrower may at any time terminate, or from time to time reduce pro ratareduce, the Revolving Commitments as specified in the notice set forth in (c) belowunder any Revolving Facility; provided that (i) each reduction of the Revolving Commitments under any Revolving Facility shall be in an amount that is an integral multiple of $1,000,000 100,000 and not less than $10,000,000 1,000,000 and (ii) the Parent Borrower shall not terminate or reduce the Revolving Commitments under a Revolving Facility if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.112.13, (i) the sum Multicurrency Revolving Loans of any Lender exceed such Lender’s Multicurrency Revolving Commitment, (ii) the Yen Revolving Loans of any Lender exceed such Lender’s Yen Revolving Commitment, (iii) the Revolving Credit Exposure of any Lender exceeds the amount of such Lender’s USD Revolving Commitment, (iv) the total Revolving Credit Exposures would exceed the total USD Revolving Commitments, (iiv) the sum of the Revolver A Credit Exposures total Multicurrency Revolving Loans would exceed the Revolver A Commitments, Multicurrency Revolving Commitments or (iiiv) the sum of the Revolver B Credit Exposures total Yen Revolving Loans would exceed the Revolver B Yen Revolving Commitments. (c) The Parent Borrower shall notify the Administrative Agent (which in the case of a Commitment denominated in Yen, shall be both the U.S. Administrative Agent and the Administrative Agent) of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof as well as whether such reduction applies to the Revolver A Commitments or the Revolver B Commitmentsthereof. Promptly following receipt of any written notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Parent Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Parent Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Parent Borrower (by notice to the applicable Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent and such Commitments shall not be reinstatedpermanent. Each reduction of the any Commitments shall be made ratably among the Lenders in accordance with their respective applicable Commitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, the Revolving Commitments shall terminate on the Maturity Date. (b) The Parent Borrower may at any time terminate, or from time to time reduce pro ratareduce, the Revolving Commitments as specified in the notice set forth in (c) belowunder any Revolving Facility; provided that (i) each reduction of the Revolving Commitments under any Revolving Facility shall be in an amount that is an integral multiple of $1,000,000 100,000, in the case of US$ Revolving Commitments, the dollar equivalent of €100,000, in the case of US€ Revolving Commitments, C$100,000, in the case of Canadian Revolving Commitments, or £50,000, in the case of UK Revolving Commitments, as applicable, and not less than $10,000,000 1,000,000, in the case of US$ Revolving Commitments, the dollar equivalent of €1,000,000, in the case of US€ Revolving Commitments, C$1,000,000, in the case of Canadian Revolving Commitments, or £500,000, in the case of UK Revolving Commitments, as applicable, and (ii) the Parent Borrower shall not terminate or reduce the Revolving Commitments under a Revolving Facility if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.112.13, (i) the sum of the US Revolving Credit Exposures would exceed the total US$ Revolving Commitments, (ii) the sum of the Revolver A Credit Exposures Canadian Revolving Loans would exceed the Revolver A Commitments, total Canadian Revolving Commitments or (iii) the sum of the Revolver B Credit Exposures UK Revolving Loans would exceed the Revolver B total UK Revolving Commitments. (c) The Parent Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof as well as whether such reduction applies to the Revolver A Commitments or the Revolver B Commitmentsthereof. Promptly following receipt of any written notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Parent Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Revolving Commitments delivered by the Parent Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Parent Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Revolving Commitments shall be permanent and such Commitments shall not be reinstatedpermanent. Each reduction of the Revolving Commitments shall be made ratably among the Lenders in accordance with their respective Revolving Commitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, the Revolving Credit Commitments shall terminate on the Revolving Credit Maturity Date. (b) The Upon delivering the notice required by Section 2.09(d), the Lead Borrower may at any time terminateterminate the Revolving Credit Commitments upon (i) the payment in full in Cash of all outstanding Revolving Loans, together with accrued and unpaid interest thereon, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each outstanding Letter of Credit, the furnishing to the Administrative Agent of a Cash deposit (or, if reasonably satisfactory to the applicable Issuing Bank, a backup standby letter of credit) equal to 100% of the LC Exposure (minus the amount then on deposit in the LC Collateral Account) as of such date), (iii) the payment in full in Cash of all Ancillary Outstandings or, alternatively the furnishing to the relevant Ancillary Lender of a Cash deposit equal to 100% of the Ancillary Outstandings as of such date, in each case, together with accrued and unpaid interest, fees and reimbursement expenses in respect thereof and (iv) the payment in full of all accrued and unpaid fees and all reimbursable expenses and other non-contingent Obligations with respect to the Revolving Facility then due, together with accrued and unpaid interest (if any) thereon. (c) Upon delivering the notice required by Section 2.09(d), the Lead Borrower may from time to time reduce pro rata, the Commitments as specified in the notice set forth in (c) belowRevolving Credit Commitments; provided that (i) each reduction of the Revolving Credit Commitments 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 $10,000,000 1,000,000 and (ii) the Lead Borrower shall not terminate or reduce the Revolving Credit Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.10 or Section 2.11, (i) the sum of the Aggregate Revolving Credit Exposures Exposure would exceed the total Commitments, (ii) the sum of the Revolver A Total Revolving Credit Exposures would exceed the Revolver A Commitments, or (iii) the sum of the Revolver B Credit Exposures would exceed the Revolver B CommitmentsCommitment. (cd) The Lead Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Credit Commitments under paragraph (b) or (c) of this Section 2.09 in writing at least three Business Days prior to the effective date of such termination or reductionreduction (or such later date to which the Administrative Agent may agree), specifying such election and the effective date thereof as well as whether such reduction applies to the Revolver A Commitments or the Revolver B Commitmentsthereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Revolving Lenders of the contents thereof. Each notice delivered by the Lead Borrower pursuant to this Section 2.09 shall be irrevocable; provided that a notice of termination of the Revolving Credit Commitments delivered by the Lead Borrower may state that such notice is conditioned upon the effectiveness of other credit facilitiestransactions, in which case such notice may be revoked by the Lead Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Revolving Credit Commitments pursuant to this Section 2.09 shall be permanent and such Commitments shall not be reinstatedpermanent. Each Upon any reduction of the Commitments Revolving Credit Commitments, the Revolving Credit Commitment of each Revolving Lender shall be made ratably among the Lenders in accordance with their respective Commitmentsreduced by such Revolving Lender’s Applicable Percentage of such reduction amount.

Termination and Reduction of Commitments. (a) Unless previously terminated, the Commitments shall automatically terminate on the Maturity Date. (b) The Borrower may at any time terminate, or from time to time reduce pro ratapermanently reduce, the Commitments as specified in the notice set forth in (c) belowCommitments; provided that (i) each reduction of the Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $10,000,000 and 5,000,000, (ii) the Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.11Loans, (iA) the sum of the Revolving Credit Exposures Aggregate Exposure would exceed the total Commitments, Aggregate Commitment or (iiB) the sum Exposure of the Revolver A Credit Exposures any Lender would exceed the Revolver A Commitments, or its Commitment and (iii) the sum of Aggregate Commitments shall not be reduced to an amount less than $5,000,000 unless the Revolver B Credit Exposures would exceed the Revolver B CommitmentsCommitments are terminated in full. (c) If Qualified Revenue shall not exceed the Revenue Test Limit as of the end of each of any two consecutive fiscal quarters of the Borrower beginning with the fiscal quarter ending on or about June 30December 31, 2017 2021, on the 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 shall be permanently reduced in an amount such that Qualified Revenue, after giving effect to such reduction, shall exceed the Revenue Test Limit as of the end of the most recently completed fiscal quarter of the Borrower. The Agent is hereby authorized to take any actions necessary to implement any such reduction without any action by, or consent of, the Borrower. (d) If any Expansion Projections delivered to the Agent pursuant to Section 5.20 reflect that Qualified Revenue (including Qualified Revenue reflected in such Expansion Projections) for the then current fiscal year of the Borrower does not exceed the Revenue Test Limit on the date of such delivery, the Commitments shall be permanently reduced effective as of the date such Expansion Projections are delivered in an amount such that projected Qualified Revenue reflected in such Expansion Projections for the then current fiscal year of the Borrower equals or exceeds the Revenue Test Limit, after giving effect to such reduction. The Agent is hereby authorized to take any actions necessary to implement any such reduction without any action by, or consent of, the Borrower. (e) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three two Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof as well as whether such reduction applies to the Revolver A Commitments or the Revolver B Commitmentsthereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination or reduction of the Commitments delivered by the Borrower under paragraph (b) of this Section may state that such notice is conditioned upon the effectiveness occurrence of other credit facilitiesone or more events specified therein, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent and such Commitments shall not be reinstatedpermanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Initial Term Loan Commitments shall automatically terminate upon the making of the Initial Term Loans on the Closing Date and (ii) the Revolving Credit Commitments shall terminate on the Revolving Credit Maturity Date. (b) The Upon delivering the notice required by Section 2.09(d), the Borrower may at any time terminateterminate the Revolving Credit Commitments upon (i) the payment in full in Cash of all outstanding Revolving Loans, together with accrued and unpaid interest thereon, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each outstanding Letter of Credit, the furnishing to the Administrative Agent of a Cash deposit (or, if reasonably satisfactory to the applicable Issuing Bank, a backup standby letter of credit) equal to 103% of the LC Exposure (minus the amount then on deposit in the LC Collateral Account) as of such date) and (iii) the payment in full of all accrued and unpaid fees and all reimbursable expenses and other non-contingent Obligations with respect to the Revolving Facility then due, together with accrued and unpaid interest (if any) thereon. (c) Upon delivering the notice required by Section 2.09(d), the Borrower may from time to time reduce pro rata, the Commitments as specified in the notice set forth in (c) belowRevolving Credit Commitments; provided that (i) each reduction of the Revolving Credit Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $10,000,000 1,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Credit Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.10 or Section 2.11, (i) the sum of the Aggregate Revolving Credit Exposures Exposure would exceed the total Commitments, (ii) the sum of the Revolver A Total Revolving Credit Exposures would exceed the Revolver A Commitments, or (iii) the sum of the Revolver B Credit Exposures would exceed the Revolver B CommitmentsCommitment. (cd) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Credit Commitments under paragraph paragraphs (b) or (c) of this Section at least three Business Days prior to the effective date of such termination or reductionreduction (or such later date to which the Administrative Agent may agree), specifying such election and the effective date thereof as well as whether such reduction applies to the Revolver A Commitments or the Revolver B Commitmentsthereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Revolving Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Revolving Credit Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilitiestransactions, in which case such notice may be revoked by the 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 pursuant to this Section 2.09 shall be permanent and such Commitments shall not be reinstatedpermanent. Each Upon any reduction of the Commitments Revolving Credit Commitments, the Revolving Credit Commitment of each Revolving Lender shall be made ratably among the Lenders in accordance with their respective Commitmentsreduced by such Revolving Lender’s Applicable Percentage of such reduction amount.

Termination and Reduction of Commitments. (a) Unless previously terminatedThe Revolving Commitments, the Commitments Swingline Commitment and the LC Commitment shall automatically terminate on the Maturity Date. (b) The Borrower At their option, the Borrowers may at any time terminate, or from time to time reduce pro ratapermanently reduce, the Commitments as specified in the notice set forth in (c) belowRevolving Commitments; provided provided, that (i) each reduction of the Revolving Commitments shall be in an amount that is an integral multiple of $1,000,000 100,000 and not less than $10,000,000 500,000 and (ii) the Borrower Revolving Commitments shall not terminate be terminated or reduce the Commitments reduced if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans in accordance with Section 2.112.09, (i) the sum of the Total Revolving Credit Exposures Exposure would exceed the total Total Revolving Commitments, (ii) the sum of the Revolver A Credit Exposures would exceed the Revolver A Commitments, or (iii) the sum of the Revolver B Credit Exposures would exceed the Revolver B Commitments. (c) . The Administrative Borrower shall notify the Administrative Agent in writing of any election to terminate or reduce the Revolving Commitments under paragraph (b) of this Section 2.07(b) at least three five Business Days prior to the effective date of such termination or reductionreduction (which effective date shall be a Business Day), specifying such election and the effective date thereof as well as whether such reduction applies to the Revolver A Commitments or the Revolver B Commitmentsthereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Administrative Borrower pursuant to this Section 2.07(b) shall be irrevocable; provided provided, that a notice of termination of the Revolving Commitments delivered by the Administrative Borrower may state that such notice is conditioned upon the effectiveness of other credit facilitiesfacilities in order to refinance in full the Obligation hereunder, in which case such notice may be revoked by the Administrative Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. . (c) If at the time of any mandatory prepayment required pursuant to Section 2.09(b)(v) or (vi) (determined as if Revolving Loans in an aggregate principal amount equal to such mandatory prepayment were outstanding at such time) an Event of Default exists and is continuing, the Revolving Commitments shall be reduced by an amount equal to 100% of the Net Cash Proceeds of the respective Asset Sale or Casualty Event. (d) Any termination or reduction of the Revolving Commitments shall be permanent and such Commitments shall not be reinstatedpermanent. Each reduction of the Revolving Commitments pursuant to this Section 2.07 shall be made ratably among the Lenders in accordance with their respective Revolving Commitments.

Termination and Reduction of Commitments. (a) Unless previously terminatedThe Company shall have the right to terminate or reduce the Revolving Credit Commitments at any time and from time to time, provided that (i) the Company shall give notice of such termination or reduction to the Administrative Agent specifying the amount and effective date thereof, (ii) each partial reduction of the Revolving Credit Commitment shall be in a minimum amount of $1,000,000 and in an integral multiple of $500,000 and shall reduce the Revolving Credit Commitments of all of the Lenders proportionately in accordance with the respective commitment amounts for each such Lender set forth in the signature pages hereof next to name of each such Lender, and shall terminate on reduce the Maturity DateTranche A Revolving Credit Commitments and the Tranche B Revolving Credit Commitments proportionately, (iii) no such termination or reduction shall be permitted with respect to any portion of the Revolving Credit Commitments as to which a request for an Advance pursuant to Section 2.4 is then pending, and (iv) the Revolving Credit Commitments may not be terminated if any Revolving Credit Advances are then outstanding and may not be reduced below the principal amount of Revolving Credit Advances then outstanding. The Revolving Credit Commitments or any portion thereof terminated or reduced pursuant to this Section 2.2, whether optional or mandatory, may not be reinstated. (b) The Borrower may at any time terminateFor purposes of this Agreement, or from time to time reduce pro rata, the Commitments as specified in the notice set forth in (c) below; provided that a Letter of Credit Advance (i) each reduction of the Commitments shall be deemed outstanding in an amount equal to the sum of the maximum amount available to be drawn under the related Letter of Credit on or after the date of determination and on or before the stated expiry date thereof plus the amount of any draws under such Letter of Credit that is an integral multiple of $1,000,000 and have not less than $10,000,000 been reimbursed as provided in Section 3.3 and (ii) shall be deemed outstanding at all times on and before such stated expiry date or such earlier date on which all amounts available to be drawn under such Letter of Credit have been fully drawn, and thereafter until all related reimbursement obligations have been paid pursuant to Section 3.3. As provided in Section 3.3, upon each payment made by an L/C Issuer in respect of any draft or other demand for payment under any Letter of Credit, the Borrower amount of any Letter of Credit Advance outstanding immediately prior to such payment shall not terminate or reduce be automatically reduced by the Commitments if, after giving effect to any concurrent prepayment amount of each Revolving Credit Loan deemed advanced in respect of the Loans in accordance with Section 2.11, (i) the sum related reimbursement obligation of the Revolving Credit Exposures would exceed the total Commitments, (ii) the sum of the Revolver A Credit Exposures would exceed the Revolver A Commitments, or (iii) the sum of the Revolver B Credit Exposures would exceed the Revolver B CommitmentsCompany. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof as well as whether such reduction applies to the Revolver A Commitments or the Revolver B Commitments. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent and such Commitments shall not be reinstated. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments.

Termination and Reduction of Commitments. (a) The Tranche A Commitments and Tranche B Commitments terminated on the Original Effective Date. Unless previously terminatedterminated in accordance with the terms hereof, the Revolving Commitments shall terminate on the Revolving Maturity Date. (b) The In the event the aggregate amount of the Revolving Commitments shall exceed at any time the aggregate principal amount of the Revolving Loans outstanding at such time, the Revolving Commitments shall automatically and permanently reduce by the amount of such excess. (c) Subject to compliance with the provisions of paragraph (d) of this Section, the Borrower may at any time terminate, or from time to time reduce pro ratareduce, the Commitments as specified in the notice set forth in (c) belowRevolving Commitments; provided that (i) each reduction of the Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $10,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.112.12, (i) the sum aggregate principal amount of the Revolving Credit Exposures would Loans shall exceed the total Commitments, (ii) the sum aggregate amount of the Revolver A Credit Exposures would exceed the Revolver A Commitments, or (iii) the sum of the Revolver B Credit Exposures would exceed the Revolver B Revolving Commitments. (cd) The Borrower shall notify the Administrative Agent in writing of any election to terminate or reduce the Commitments Revolving Commitment under paragraph (bc) of this Section at least three Business Days prior to not later than 11:00 a.m., New York City time, on the effective date of such termination or reduction, specifying such election and the effective date thereof as well as whether such reduction applies to the Revolver A Commitments or the Revolver B Commitmentsthereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the applicable Class of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Revolving Commitments shall be permanent and such Commitments shall not be reinstatedpermanent. Each reduction of the Revolving Commitments shall be made ratably among the Revolving Lenders in accordance with their respective Revolving Commitments.