Common use of Termination or Reduction of Commitments Clause in Contracts

Termination or Reduction of Commitments. The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. three Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination), (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments; provided that the Borrower may terminate the Aggregate Commitments if all Loans have been paid in full, the Borrower has Cash Collateralized, or provided other support acceptable to the applicable L/C Issuer(s) for, all outstanding Letters of Credit, and there are no outstanding L/C Borrowings. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Revolving Credit Commitments, or from time to time permanently reduce the Aggregate Revolving Credit Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. three 11:00 a.m. five Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination)reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, and or the entire remaining Aggregate Revolving Credit Commitments, (iii) the Borrower shall not terminate or reduce the Aggregate Revolving Credit Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Aggregate Revolving Credit Commitments; provided that the Borrower may terminate , and (iv) if, after giving effect to any reduction of the Aggregate Commitments if all Loans have been paid in fullRevolving Credit Commitments, the Borrower has Cash CollateralizedLetter of Credit - BA Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit Commitments, or provided other support acceptable to such sublimit shall be automatically reduced by the applicable L/C Issuer(s) for, all outstanding Letters amount of Credit, and there are no outstanding L/C Borrowingssuch excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Revolving Credit Commitments. Any reduction of the Aggregate Revolving Credit Commitments shall be applied to the Revolving Credit Commitment of each Revolving Lender according to its Applicable PercentagePro Rata Revolving Share. All commitment fees accrued until the effective date of any termination of the Aggregate Revolving Credit Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) The Borrower Tranche A Borrowers may, upon notice to the Administrative Agent, terminate or from time to time permanently reduce the Aggregate Tranche A Commitments; TCCI may, upon notice to the Administrative Agent, terminate the Aggregate Tranche B Commitments, or from time to time permanently reduce the Aggregate Tranche B Commitments; and the Tranche C Borrower may, upon notice to the Australian Sub-Agent and the Administrative Agent, terminate the Aggregate Tranche C Commitments, or from time to time permanently reduce the Aggregate Tranche C Commitments; provided that (i) any such notice shall be received by the Administrative Applicable Agent not later than 1:00 p.m. three 12:00 noon (Central time), on the Business Days Day immediately prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination)reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 US$25,000,000 or any whole multiple of $1,000,000 US$5,000,000 in excess thereof, and (iii) the such Borrower shall not terminate or reduce the such Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings applicable to such Borrower would exceed the Aggregate Commitments; provided that the Borrower may terminate Commitments applicable to such Borrower, and (iv) if, after giving effect to any reduction of the Aggregate Commitments if all Loans have been paid in fullCommitments, the Borrower has Cash CollateralizedSwing Line Sublimit or the Australian Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Swing Line Sublimit or provided other support acceptable to Australian Swing Line Sublimit, as applicable, shall be automatically reduced by the applicable L/C Issuer(s) for, all outstanding Letters amount of Credit, and there are no outstanding L/C Borrowingssuch excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to the applicable Commitment of each appropriate Lender according to its Applicable PercentagePro Rata Share. All facility fees accrued for the account of the applicable Borrower until the effective date of any termination of the applicable Aggregate Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. The Borrower may, upon Upon at least ten (10) Business Days’ prior written notice to the Administrative Agent, the Lead Borrower may at any time in whole permanently terminate the Aggregate Total Commitments. In addition, or from upon at least five (5) Business Days’ prior written notice to the Administrative Agent, the Lead Borrower may at any time to time in part permanently reduce the Aggregate Total Commitments; provided that (i) any . Each such notice shall be received by the Administrative Agent not later than 1:00 p.m. three Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination), (ii) any such partial reduction shall be in an aggregate the principal amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) 5,000,000; provided that the Borrower Borrowers shall not terminate or reduce (A) the Aggregate Total Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings Credit Extensions outstanding would exceed the Aggregate Total Commitments; provided that , (B) the Borrower may terminate the Aggregate Commitments if all Loans have been paid sublimit for Letters of Credit set forth in fullSection 2.1(a)(ii) if, after giving effect thereto, the Borrower has Cash Collateralized, or provided other support acceptable to the applicable L/C Issuer(s) for, all outstanding Letters Letter of CreditCredit Outstandings not fully cash collateralized hereunder would exceed such sublimit, and there are no (C) the sublimit for Swingline Loans set forth in Section 2.6(a) hereof if, after giving effect thereto, and to any concurrent payments hereunder, the outstanding L/C Borrowingsamount of Swingline Loans hereunder would exceed such sublimit. The Administrative Agent will promptly notify the Lenders of If, after giving effect to any such notice of termination or reduction of the Aggregate Total Commitments. Any reduction , the sublimit for Letters of Credit set forth in Section 2.1(a)(ii) hereof or the sublimit for Swingline Loans set forth in Section 2.6(a) hereof exceeds the amount of the Aggregate Commitments Total Commitments, such sublimits shall be automatically reduced by the amount of such excess. Each such reduction or termination shall (i) be applied ratably to the Commitment of each Lender according to its Applicable Percentageand (ii) be irrevocable when given. All fees accrued until At the effective date time of any termination each such reduction or termination, the Borrowers shall pay to the Administrative Agent for application as provided herein (i) all Commitment Fees accrued on the amount of the Aggregate Total Commitments shall so terminated or reduced through the date thereof, (ii) any amount by which the Credit Extensions outstanding on such date exceed the amount to which the Total Commitments are to be paid reduced effective on such date, in each case pro rata based on the effective date of such terminationamount prepaid, and (iii) any Breakage Costs, if applicable.

Termination or Reduction of Commitments. The Borrower Company may, upon notice to the Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall will be received by the Administrative Agent not later than 1:00 p.m. three 10:00 a.m. five Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination)reduction, (ii) any such partial reduction shall will be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrower shall Company will not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments; provided that , unless the Borrower may terminate Total Outstandings consist solely of the Outstanding Amount of L/C Obligations and the Company has concurrently Cash Collateralized the Outstanding Amount of L/C Obligations, and (iv) if, after giving effect to any reduction of the Aggregate Commitments, the Alternative Currency Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Sublimit will be automatically reduced by the amount of such excess. A notice of termination of the Aggregate Commitments if all Loans have been paid delivered by the Company pursuant to this Section 2.07 may state that such notice is conditioned on the effectiveness of other credit facilities or the availability of a source of funds for the prepayment in fullfull of the Obligations under this Agreement, in which case, such notice may be revoked by the Borrower has Cash Collateralized, or provided other support acceptable Company (by notice to the applicable L/C Issuer(sAdministrative Agent on or prior to the specified effective date) for, all outstanding Letters of Credit, and there are no outstanding L/C Borrowingsif such condition is not satisfied. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Except as otherwise set forth above, the amount of any such Aggregate Commitment reduction will not be applied to the Alternative Currency Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Company. Any reduction of the Aggregate Commitments shall will be applied to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments shall will be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) The Borrower mayshall have the right, upon notice delivered to the Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall be received by the Administrative Agent not no later than 1:00 p.m. P.M., New York City time, at least three Business Days prior to the proposed date of termination or reduction, to terminate the Revolving Commitments or, from time to time, to reduce the amount of the Revolving Commitments; provided that no such termination or reduction (except that if no shall be permitted if, after giving effect thereto and to any prepayments of the Revolving Loans are outstanding hereunder and no Letters or Swingline Loans made on the effective date thereof, the Revolving Extensions of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination), (ii) any Revolving Lender would exceed such partial Revolving Lender’s Revolving Commitment. Any such reduction shall be in an aggregate amount of equal to $5,000,000 10,000,000, or any a whole multiple of $1,000,000 in excess thereof, shall reduce permanently the Revolving Commitments then in effect and (iii) the Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments; provided that the Borrower may terminate the Aggregate Commitments if all Loans have been paid in full, the Borrower has Cash Collateralized, or provided other support acceptable to the applicable L/C Issuer(s) for, all outstanding Letters of Credit, and there are no outstanding L/C Borrowings. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to reduce the Commitment Revolving Commitments of the Revolving Lenders as the Borrower may designate, but in any event, in the case of Revolving Commitments with the same Revolving Termination Date, on a pro rata basis among such Revolving Commitments based on the respective amount of such Revolving Commitments of each Lender according Revolving Lender. Each notice delivered by the Borrower pursuant to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments this Section shall be paid irrevocable, provided that such notice may state that it is conditioned upon the effectiveness of other credit facilities (including under this Agreement) or incurrence of other Indebtedness, the consummation of a particular Disposition, the occurrence of a change of control or other event), in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date of date) if such terminationcondition is not satisfied.

Termination or Reduction of Commitments. The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit, or from time to time permanently reduce the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. three noon five Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination)reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, thereof and (iii) the Borrower shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments; provided that , (B) the Borrower may terminate the Aggregate Commitments if all Loans have been paid in fullLetter of Credit Sublimit if, after giving effect thereto, the Borrower has Cash Collateralized, or provided other support acceptable to the applicable Outstanding Amount of L/C Issuer(sObligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit or (C) forthe Swing Line Sublimit if, all outstanding Letters after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Credit, and there are no outstanding L/C BorrowingsSwing Line Loans would exceed the Swing Line Sublimit. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Letter of Credit Sublimit, the Swing Line Sublimit or the Aggregate CommitmentsCommitments under this Section 2.06. Any Upon any reduction of the Aggregate Commitments shall be applied to Commitments, the Commitment of each Lender according to its shall be reduced by such Lender’s Applicable PercentagePercentage of such reduction amount. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate CommitmentsCommitment, or from time to time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. 12:00 noon three Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination)reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrower shall not terminate or reduce the Aggregate Commitments Commitment if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate CommitmentsCommitment, and (iv) if, after giving effect to any reduction of the Aggregate Commitment, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitment, such Letter of Credit Sublimit or such Swing Line Sublimit shall be automatically reduced by the amount of such excess; provided further that, a notice of termination of the Aggregate Commitment may state that such notice is conditioned upon the effectiveness of other credit facilities or any incurrence or issuance of debt or equity or the occurrence of any other transaction, in which case such notice may be revoked, subject to Section 3.05, by the Borrower may terminate the Aggregate Commitments if all Loans have been paid in full, the Borrower has Cash Collateralized, or provided other support acceptable (by notice to the applicable L/C Issuer(sAdministrative Agent on or prior to the specified effective date) for, all outstanding Letters of Credit, and there are no outstanding L/C Borrowingsif such condition is not satisfied. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate CommitmentsCommitment. Any reduction of the Aggregate Commitments Commitment shall be applied to the Commitment of each Lender according to its Applicable PercentagePro Rata Share. All commitment fees accrued until the effective date of any termination of the Aggregate Commitments Commitment shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. The Borrower Company may, upon notice to the Administrative Agent, terminate the Aggregate Revolving Commitments, or from time to time permanently reduce the Aggregate Revolving Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. three Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or such shorter period as the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments Administrative Agent may be received on the date of terminationagree in its sole discretion), (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrower Company shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments; provided that the Borrower may terminate , and (iv) if, after giving effect to any reduction of the Aggregate Commitments if all Loans have been paid in fullRevolving Commitments, the Borrower has Cash CollateralizedLetter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Commitments, or provided other support acceptable to such sublimit shall be automatically reduced by the applicable L/C Issuer(s) for, all outstanding Letters amount of Credit, and there are no outstanding L/C Borrowingssuch excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Revolving Commitments. If such notice from the Company described above in this paragraph is given in connection with a full or partial refinancing of the Revolving Commitments, such notice may condition the reduction or termination upon the effectiveness of such refinancing, in which case such notice may be revoked by the Company (by notice to the Administrative Agent on or prior to the date of the effectiveness of such termination) if such condition is not satisfied. The amount of any such Aggregate Revolving Commitment reduction shall not be applied to the Letter of Credit Sublimit unless otherwise specified by the Company. Any reduction of the Aggregate Revolving Commitments shall be applied to the Commitment of each Lender according to its Applicable Percentage, to the Letter of Credit Commitments in accordance with the Applicable L/C Percentages and to the Swing Line Commitments in accordance with the Applicable Swing Line Percentages. All fees accrued until the effective date of any termination of the Aggregate Revolving Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) The Borrower Representative may, upon notice to the Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 12:00 p.m. three five Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination)reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrower Representative shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments; provided that the Borrower may terminate , (iv) if, after giving effect to any reduction of the Aggregate Commitments if all Loans have been paid in fullCommitments, the Borrower has Cash CollateralizedLetter of Credit Sublimit exceeds the amount of the Aggregate Commitments, or provided other support acceptable to such Letter of Credit Sublimit shall be automatically reduced by the applicable L/C Issuer(s) for, all outstanding Letters amount of Creditsuch excess, and there are no outstanding L/C Borrowings(v) if, after giving effect to any reduction of the Aggregate Commitments, the Blackwater Sublimit exceeds the amount of the Aggregate Commitments, such Blackwater Sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination, provided that a notice of termination of the Aggregate 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.

Termination or Reduction of Commitments. The Borrower Xxxxxxx-Xxxxxx International on behalf of the Borrowers may, upon notice to the Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. three 11:00 a.m. five Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination)reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 1 million or any whole multiple of $1,000,000 1 million in excess thereof, and (iii) Xxxxxxx-Xxxxxx International on behalf of the Borrower Borrowers shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments; provided that Commitments or the Borrower may terminate Total Outstandings held by the Global Lenders would exceed the difference between the Aggregate Commitments if all Loans have been paid in fullover the portion of the Aggregate Commitments held by the Non-Global Lenders and (iv) if, after giving effect to any reduction of the Aggregate Commitments, the Letter of Credit Sublimit or the Subsidiary Swingline Borrower has Cash CollateralizedSublimit exceeds the difference between the Aggregate Commitments over the portion of the Aggregate Commitments held by the Non-Global Lenders, or provided other support acceptable to such Sublimit shall be automatically reduced by the applicable L/C Issuer(s) for, all outstanding Letters amount of Credit, and there are no outstanding L/C Borrowingsany such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Applicable PercentagePro Rata Share. The amount of any such Aggregate Commitment reduction shall not be applied to the Letter of Credit Sublimit or the Subsidiary Swingline Borrower Sublimit unless otherwise specified by Xxxxxxx-Xxxxxx International on behalf of the Borrowers; provided, if Xxxxxxx-Xxxxxx International so elects a Letter of Credit Sublimit or Subsidiary Swingline Borrower Sublimit reduction, the reduction shall comply with the proviso in the initial sentence of this Section 2.06. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. The Parent Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 12:00 p.m. three five Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination)reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Parent Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments; provided that the Borrower may terminate , and (iv) if, after giving effect to any reduction of the Aggregate Commitments if all Loans have been paid in fullCommitments, the Borrower has Cash CollateralizedLetter of Credit Sublimit or the Swing Line Sublimit, exceeds the amount of the Aggregate Commitments, such Letter of Credit Sublimit or provided other support acceptable to the applicable L/C Issuer(s) forSwing Line Sublimit, all outstanding Letters as the case may be, shall be automatically reduced by the amount of Credit, and there are no outstanding L/C Borrowingssuch excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination, provided that a notice of termination of the Aggregate 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.

Termination or Reduction of Commitments. The Dollar Revolving Commitments, the Limited Currency Revolving Commitments, the Multicurrency Revolving Commitments, the 2020-1 Incremental Revolving Commitments or the Delayed Draw Term A Commitments (ratably among Dollar Revolving Commitments, the Limited Currency Revolving Commitments, the Multicurrency Revolving Commitments, the 2020-1 Incremental Revolving Commitments and the Delayed Draw Term A Commitments, as applicable) hereunder may be permanently reduced in whole or in part by notice from the Parent Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall thereof must be received by the Administrative Agent not later than 1:00 p.m. three 12:00 noon (New York time) at least five (5) Business Days prior to the date of reduction or termination and any such reduction or reduction (except that if no Loans are outstanding hereunder terminations shall be in a minimum amount of $1.0 million and no Letters integral multiples of Credit are issued $1.0 million in excess thereof; and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination), (ii) any such partial reduction shall the Commitments may not be in reduced to an aggregate amount less than the Outstanding Amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments; provided that the Borrower may terminate the Aggregate Commitments if all Loans have been paid in full, the Borrower has Cash Collateralized, or provided other support acceptable to the applicable L/C Issuer(s) for, all Loan Obligations then outstanding Letters of Credit, and there are no outstanding L/C Borrowingsthereunder. The Administrative Agent will promptly notify give prompt notice to the Lenders of any such notice of termination or reduction of the Aggregate in Commitments. Any reduction of the Aggregate any Commitments shall be applied to the Commitment of each applicable Lender according to its Applicable PercentagePro Rata Share. All commitment or other fees accrued until with respect to any Commitment through the effective date of any termination of the Aggregate Commitments thereof shall be paid on the effective date of such termination. 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 Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.

Termination or Reduction of Commitments. The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. three Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination)reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments; provided that the Borrower may terminate , and (iv) if, after giving effect to any reduction of the Aggregate Commitments if all Loans have been paid in fullCommitments, the Borrower has Cash CollateralizedLetter of Credit Sublimit exceeds the amount of the Aggregate Commitments, or provided other support acceptable to the applicable L/C Issuer(s) for, all outstanding Letters Letter of Credit, and there are no outstanding L/C BorrowingsCredit Sublimit shall be automatically reduced by the amount of any such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. A notice of termination of the Aggregate Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, and 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; provided, however, the Borrower shall be responsible for all reasonable out-of-pocket costs and expenses of the Administrative Agent and the Lenders caused by the revocation of such notice of termination in accordance with Sections 3.05 or 10.04. The amount of any such Aggregate Commitment reduction shall not be applied to the Letter of Credit Sublimit unless otherwise specified by the Borrower. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate CommitmentsRevolving Credit Facility, the Letter of Credit Sublimit or the Swing Line Sublimit, or from time to time permanently reduce the Aggregate CommitmentsRevolving Credit Facility, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. three Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination)reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 1,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) any prepayment of a Revolving Credit Loan or Swing Line Loan or termination, cancellation or cash collateralization of any L/C Obligations necessary to effectuate a reduction under this Section 2.06 shall be accompanied by payment of (A) accrued interest (or fees) on the amount prepaid to the date of prepayment and (iiiB) any additional amounts required pursuant to Section 3.05 and (iv) the Borrower shall not terminate or reduce (A) the Aggregate Commitments Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Aggregate Commitments; provided that Revolving Credit Facility, (B) the Borrower may terminate the Aggregate Commitments if all Loans have been paid in fullLetter of Credit Sublimit if, after giving effect thereto, the Borrower has Cash Collateralized, or provided other support acceptable to the applicable Outstanding Amount of L/C Issuer(sObligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit or (C) forthe Swing Line Sublimit if, all outstanding Letters after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Credit, and there are no outstanding L/C BorrowingsSwing Line Loans would exceed the Swing Line Sublimit. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate CommitmentsRevolving Credit Facility, the Letter of Credit Sublimit or the Swing Line Sublimit. Any such reduction of the Aggregate Commitments shall be applied to the Revolving Credit Commitment of each Appropriate Lender according to its Applicable Revolving Credit Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Revolving Commitments, or from time to time permanently reduce the Aggregate Revolving Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. three Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination)reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrower shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments, and (iv) if, after giving effect to any reduction of the Aggregate Revolving Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Commitments, such Letter of Credit Sublimit or such Swing Line Sublimit shall be automatically reduced by the amount of such excess; provided further that, a notice of termination of the Aggregate Revolving Commitments may state that such notice is conditioned upon the effectiveness of other credit facilities or any incurrence or issuance of debt or equity or the occurrence of any other transaction, in which case such notice may be revoked, subject to Section 3.05, by the Borrower may terminate the Aggregate Commitments if all Loans have been paid in full, the Borrower has Cash Collateralized, or provided other support acceptable (by notice to the applicable L/C Issuer(sAdministrative Agent on or prior to the specified effective date) for, all outstanding Letters of Credit, and there are no outstanding L/C Borrowingsif such condition is not satisfied. The Administrative Agent will promptly notify the Revolving Lenders of any such notice of termination or reduction of the Aggregate Revolving Commitments. Any reduction of the Aggregate Revolving Commitments shall be applied to the Revolving Commitment of each Revolving Lender according to its Applicable PercentagePro Rata Share. All commitment fees accrued until the effective date of any termination of the Aggregate Revolving Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (ia) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. three 11:00 a.m. five Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination)reduction, (iib) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iiic) the Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments; provided that the Borrower may terminate , and (d) if, after giving effect to any reduction of the Aggregate Commitments if all Loans have been paid in fullCommitments, the Borrower has Cash CollateralizedAlternative Currency Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, or such Sublimit shall be automatically reduced by the amount of such excess. Except as provided other support acceptable in the preceding sentence, the amount of any such Aggregate Commitment reduction shall not be applied to the applicable L/C Issuer(s) for, all outstanding Letters of Credit, and there are no outstanding L/C BorrowingsAlternative Currency Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrower. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination. A notice of termination of the Aggregate Commitments may state that such notice is conditioned upon the effectiveness of other credit facilities, and if any notice so states it may be revoked by the Borrower by notice to the Administrative Agent on or prior to the date specified for the termination of the Aggregate Commitments that the refinancing condition has not been met and the termination is to be revoked, provided that the Borrower will continue to be responsible for any costs or expenses pursuant to Section 3.05 in connection with the failure to prepay Loans resulting from such revocation.

Termination or Reduction of Commitments. (a) The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Revolving Commitments, or from time to time permanently reduce the Aggregate Revolving Commitments; provided that provided, that, except as otherwise agreed by the Administrative Agent in its sole discretion, (i) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. three (3) Business Days prior to the date of such termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination)reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrower shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments; provided that the Borrower may terminate , and (iv) if, after giving effect to any reduction of the Aggregate Commitments if all Loans have been paid in fullRevolving Commitments, the Borrower has Cash CollateralizedLetter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Commitments, the Letter of Credit Sublimit or provided other support acceptable to the applicable L/C Issuer(s) forSwing Line Sublimit, all outstanding Letters as applicable, shall be automatically reduced by the amount of Credit, and there are no outstanding L/C Borrowingssuch excess. The Administrative Agent will promptly notify the Revolving Lenders of any such notice of termination or reduction of the Aggregate Revolving Commitments. Any notice delivered by the Borrower pursuant to this Section 2.06(a) may state that such notice is conditioned upon the effectiveness of 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 reduction of the Aggregate Revolving Commitments shall be applied to the Revolving Commitment of each Revolving Lender according to its Applicable Revolving Percentage. All fees accrued until the effective date of any termination of the Aggregate Revolving Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit, or from time to time permanently reduce the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. three Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination)reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrower shall not terminate or reduce the (A) Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments; provided that , (B) the Borrower may terminate the Aggregate Commitments if all Loans have been paid in fullLetter of Credit Sublimit if, after giving effect thereto, the Borrower has Cash Collateralized, or provided other support acceptable to the applicable Outstanding Amount of L/C Issuer(sObligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) forthe Swing Line Sublimit if, all outstanding Letters after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of CreditSwing Line Loans would exceed the Swing Line Sublimit, and there are no outstanding L/C Borrowings(iv) if, after giving effect to any reduction of the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit, as applicable, exceeds the amount of the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit, as applicable, shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Applicable PercentagePro Rata Share. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination. Any reduction of the Letter of Credit Sublimit shall be applied to reduce the L/C Commitments of the L/C Issuers on a pro rata basis among them, unless otherwise agreed by the Borrower and all L/C Issuers.

Termination or Reduction of Commitments. The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. three Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination), (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments; provided that the Borrower may terminate the Aggregate Commitments if all Loans have been paid in full, the Borrower has Cash Collateralized, or provided other support acceptable to the applicable L/C Issuer(s) for, all outstanding Letters of Credit, and there are no outstanding L/C Borrowings. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. three Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination)reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments; provided that the Borrower may terminate , and (iv) if, after giving effect to any reduction of the Aggregate Commitments if all Loans have been paid in fullCommitments, the Borrower has Cash CollateralizedLetter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, or provided other support acceptable to the applicable L/C Issuer(s) for, all outstanding Letters Letter of Credit, and there are no outstanding L/C BorrowingsCredit Sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination. A notice of Commitment reduction delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or instruments of Indebtedness or the occurrence of any other specified event, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such conditions are not satisfied.

Termination or Reduction of Commitments. The Borrower Company may, upon notice to the Administrative Agent, terminate the Aggregate New Vehicle Floorplan Commitments or the Aggregate Used Vehicle Floorplan Commitments, or from time to time permanently reduce the Aggregate New Vehicle Floorplan Commitments or the Aggregate Used Vehicle Floorplan Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. three Business Days 11:00 a.m. 30 days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination)reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunderreduction of the Aggregate New Vehicle Floorplan Commitments, the Total Outstandings would exceed New Vehicle Floorplan Swing Line Sublimit exceeds the amount of the Aggregate New Vehicle Floorplan Commitments; provided that , such Sublimit shall be automatically reduced by the Borrower may terminate amount of such excess, (iv) if, after giving effect to any reduction of the Aggregate Used Vehicle Floorplan Commitments, the Used Vehicle Floorplan Swing Line Sublimit exceeds the amount of the Aggregate Used Vehicle Floorplan Commitments, such Sublimit shall be automatically reduced by the amount of such excess, and (v) following any such reduction, no more than 15% of the Aggregate Commitments if all Loans have been paid in fullmay be allocated to the Aggregate Used Vehicle Floorplan Commitments. In connection with any reduction of the Aggregate New Vehicle Floorplan Commitments, the Borrower has Cash CollateralizedNew Vehicle Floorplan Swing Line Lender in its discretion may suspend and/or terminate all or a portion of the then outstanding Payment Commitments or Payoff Letter Commitments which shall be promptly selected by the Company, or provided other support acceptable in an amount that corresponds to the applicable L/C Issuer(s) for, all outstanding Letters size of Credit, and there are no outstanding L/C Borrowingssaid reduction. The Administrative Agent will promptly notify the applicable Lenders of any such notice of termination or reduction of the Aggregate New Vehicle Floorplan Commitments or Aggregate Used Vehicle Floorplan Commitments. Any reduction of the Aggregate New Vehicle Floorplan Commitments or Aggregate Used Vehicle Floorplan Commitments shall be applied to the Commitment of each Lender according to in accordance with (x) its respective Applicable New Vehicle Floorplan Percentage and (y) its respective Applicable Used Vehicle Floorplan Percentage, as the case may be. All fees and interest accrued until under the New Vehicle Floorplan Facility as of the effective date of any termination of the Aggregate New Vehicle Floorplan Commitments shall be paid on the effective date of such termination; provided that, interest due and payable to the New Vehicle Swing Line Lender (in such capacity) shall be due and payable pursuant to terms acceptable to the New Vehicle Swing Line Lender in its sole discretion. All fees and interest accrued under the Used Vehicle Floorplan Facility as of the effective date of any termination of the Aggregate Used Vehicle Floorplan Commitments shall be paid on the effective date of such termination; provided that, interest due and payable to the Used Vehicle Swing Line Lender (in such capacity), shall be due and payable pursuant to terms acceptable to the Used Vehicle Swing Line Lender in its sole discretion.

Termination or Reduction of Commitments. The Borrower Borrowers may, upon notice from the Administrative Borrower to the Administrative Agent, terminate the Aggregate Revolving Loan Commitments, or from time to time permanently reduce the Aggregate Revolving Loan Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 12:00 p.m. three five (5) Business Days prior to the date of termination or reduction (except provided that if no Loans are outstanding hereunder and no Letters a notice of Credit are issued and outstanding hereunder or termination of the Aggregate Revolving Loan Commitments may state that such notice is conditioned upon the effectiveness of a new other credit facility for facilities or the Borrower is conditioned on receipt of the termination proceeds from the issuance of this Agreementother Indebtedness or the occurrence of some other identifiable event or condition, any in which case such notice terminating the Aggregate Commitments may be received revoked by the Administrative Borrower (by notice to the Administrative Agent on or prior to the date of terminationspecified effective date) if such condition is not satisfied), (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrower Borrowers shall not terminate or reduce the Aggregate Revolving Loan Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Aggregate Revolving Loan Commitments; provided that , and (iv) if, after giving effect to any reduction of the Borrower may terminate the Aggregate Commitments if all Loans have been paid in fullRevolving Loan Commitments, the Borrower has Cash CollateralizedLetter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Revolving Loan Commitment, or provided other support acceptable to the applicable L/C Issuer(s) forLetter of Credit Sublimit and/or the Swing Line Sublimit, all outstanding Letters as applicable, shall be automatically reduced by the amount of Credit, and there are no outstanding L/C Borrowingssuch excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Revolving Loan Commitments. Any reduction of the Aggregate Revolving Loan Commitments shall be applied to the Revolving Loan Commitment of each Lender Revolving Lender, as the case may be, according to its Applicable PercentagePercentage thereof. All commitment fees accrued until the effective date of any termination of the Aggregate Revolving Loan Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Revolving Commitments, or from time to time permanently reduce the Aggregate Revolving Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. three Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination)reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrower shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments, and (iv) if, after giving effect to any reduction of the Aggregate Revolving Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Commitments, such Letter of Credit Sublimit or such Swing Line Sublimit shall be automatically reduced by the amount of such excess; provided further that, a notice of termination of the Aggregate Revolving Commitments may state that such notice is conditioned upon the effectiveness of other credit facilities or any incurrence or issuance of debt or equity or the occurrence of any other transaction, in which case such notice may be revoked by the Borrower may terminate the Aggregate Commitments if all Loans have been paid in full, the Borrower has Cash Collateralized, or provided other support acceptable (by notice to the applicable L/C Issuer(sAdministrative Agent on or prior to the specified effective date) for, all outstanding Letters of Credit, and there are no outstanding L/C Borrowingsif such condition is not satisfied. The Administrative Agent will promptly notify the Revolving Lenders of any such notice of termination or reduction of the Aggregate Revolving Commitments. Any reduction of the Aggregate Revolving Commitments shall be applied to the Revolving Commitment of each Revolving Lender according to its Applicable PercentagePro Rata Share. All commitment fees accrued until the effective date of any termination of the Aggregate Revolving Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. The Borrower may, at its discretion on any date, upon written notice to the Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. three 11:00 a.m. five Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination)reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of at least $1,000,000 in excess thereofor, if less, the entire Aggregate Commitments and (iii) the Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings (plus the greater of (A) the Aggregate Unfunded Amount minus Cash credited to the Unfunded Exposure Account (not to exceed the Aggregate Unfunded Amount and excluding Excluded Amounts) and (B) zero) would exceed the Aggregate Commitments; provided that the Borrower may terminate the Aggregate Commitments if all Loans have been paid in full, the Borrower has Cash Collateralized, or provided other support acceptable to the applicable L/C Issuer(s) for, all outstanding Letters of Credit, and there are no outstanding L/C Borrowings. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination. Notwithstanding anything herein to the contrary, the Borrower may rescind any such notice not later than 1:00 p.m. on the Business Day before such termination was scheduled to take place if such termination would have resulted from a refinancing of the Commitments, which refinancing will not be consummated or will otherwise be delayed.

Termination or Reduction of Commitments. The Borrower Borrowers may, upon notice to the Administrative Agent, terminate the Aggregate CommitmentsCommitments and this Agreement, or from time to time permanently reduce the Aggregate CommitmentsCommitments under this Agreement; provided that (ia) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. three Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination)reduction, (iib) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iiic) the Borrower Borrowers shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments prepayment and/or Cash Collateralization hereunder, the Total Outstandings would exceed the Aggregate Commitments; provided and provided, further, that the Borrower may terminate a notice of termination or reduction of the Aggregate Commitments if all Loans have been paid under this Section 2.05 may state that such notice is conditioned upon the occurrence of one or more events specified therein, in full, which case such notice may be revoked by the Borrower has Cash Collateralized, or provided other support acceptable Borrowers (by notice to the applicable L/C Issuer(sAdministrative Agent on or prior to the specified effective date) for, all outstanding Letters of Credit, and there are no outstanding L/C Borrowingsif such condition is not satisfied. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments pursuant to this Section 2.05 shall be applied to the Commitment of each Lender according to its Applicable PercentagePro Rata Share; provided that, during any period in which a Lender is a Defaulting Lender, the Borrowers may (in their discretion) apply all or any portion to be specified by the Borrowers of any optional reduction of unused Aggregate Commitments under this Section 2.05 to the unused Commitments of any one or more Defaulting Lenders specified by the Borrowers (which application may result in a change of the Pro Rata Shares of the Lenders, but shall not increase any Lender’s Commitment) before applying any remaining reduction to the unused Commitments of all Lenders in accordance with their Pro Rata Shares. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination. Notwithstanding the termination of the Aggregate Commitments, this Agreement shall not terminate, and the obligations of the Borrowers under this Agreement shall continue, until all Letters of Credit have expired, been replaced or been terminated and each Unreimbursed Amount and all interest, fees and other amounts payable hereunder have been paid in full.

Termination or Reduction of Commitments. (a) The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Commitments; , the Letter of Credit Sublimit or the Swing Line Sublimit, provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 2:00 p.m. three Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on five Business Days prior to the date of terminationreduction, as the case may be, (ii) any such notice shall be irrevocable (except if such termination notice is being furnished in connection with a refinancing of the Obligations, such notice may be conditional upon the consummation of such refinancing; provided that the Borrower would still be required to reimburse Lenders under Section 3.05 for any losses, costs or expenses incurred as a result of any such notice being revoked by the Borrower), (iiiii) any such partial reduction shall be in an aggregate amount of $5,000,000 5.0 million or any whole multiple of $1,000,000 1.0 million in excess thereof, and (iiiiv) the Borrower shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments; provided that , (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, and (C) the Swing Line Sublimit if, after giving effect thereto, and to any concurrent payments hereunder, the Outstanding Amount of Swing Line Loans hereunder would exceed the Swing Line Sublimit, and (v) with respect to the Commitments, any such termination or reduction shall apply proportionately and permanently to reduce the Commitments of each of the Lenders of such Class, except that, notwithstanding the foregoing, (A) the Borrower may terminate the Aggregate Commitments if all Loans have been paid in full, the Borrower has Cash Collateralized, or provided other support acceptable to the applicable L/C Issuer(s) for, all outstanding Letters of Credit, and there are no outstanding L/C Borrowings. The Administrative Agent will promptly notify the Lenders of allocate any such notice of termination or reduction of Commitments among Classes of Commitments either (1) ratably among Classes or (2) first to the Aggregate Commitments. Any Commitments with respect to any Existing Commitments and second to any Extended Commitments and (B) in connection with the establishment on any date of any Extended Commitments pursuant to Section 2.16, the Existing Commitments of any one or more Lenders providing any such Extended Commitments on such date shall be reduced in an amount equal to the amount of Specified Existing Commitments so extended on such date (provided that (x) after giving effect to any such reduction and to the repayment of any Loans made on such date, the aggregate Outstanding Amount of the Aggregate Commitments Loans (other than Swing Line Loans) of any such Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans does not exceed the lesser of such Lender’s Commitment or such Lender’s Applicable Percentage of the Borrowing Base (such calculation being determined in each case, for the avoidance of doubt, exclusive of such Lender’s Extended 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 applied made in compliance with the requirements of Section 2.12 with respect to the ratable allocation of payments hereunder, with such allocation being determined after giving effect to any conversion pursuant to Section 2.16 of Existing Commitments and Existing Loans into Extended Commitments and Extended Loans respectively, and prior to any reduction being made to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such terminationother Lender).

Termination or Reduction of Commitments. The Commitments under any Facility may be terminated or permanently reduced in whole or in part by notice from the Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall thereof must be received by the Administrative Agent not later than 1:00 p.m. three (New York time) at least five (5) Business Days prior to the date of reduction or termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination), (ii) any such partial reduction or terminations shall be in an aggregate a minimum amount of $5,000,000 or any whole multiple 1,000,000 and integral multiples of $1,000,000 in excess thereof, and ; (iiiii) the Borrower shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments and Cash Collateralization hereunder, the Total Outstandings Outstanding Amount of Revolving Obligations thereunder would exceed the Aggregate Revolving Commitments; provided that the Borrower may terminate and (iii) if, after giving effect to any reduction or termination of the Aggregate Commitments if all Loans have been paid in fullRevolving Commitments, the Borrower has Cash CollateralizedAlternative Currency Sublimit, or provided other support acceptable to the applicable L/C Issuer(s) forSublimit or the Swingline Sublimit exceeds the amount of the Aggregate Revolving Commitments, all outstanding Letters such sublimit shall be automatically reduced by the amount of Credit, and there are no outstanding L/C Borrowingssuch excess. The Administrative Agent will promptly notify give prompt notice to the Lenders of any such notice termination of or reduction in Commitments. Except as provided in clause (iii) above, the amount any reduction of the Aggregate Revolving Commitments shall not be applied to the Alternative Currency Sublimit, the L/C Sublimit or the Swingline Sublimit unless otherwise specified by the Borrower. Any termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate any Commitments under any Facility shall be applied to the Commitment of each applicable Lender under such Facility according to its Applicable PercentagePro Rata Share of such Facility. All commitment or other fees accrued until with respect to any Commitment through the effective date of any termination of the Aggregate Commitments thereof shall be paid on the effective date of such termination. A notice of termination of the Commitments delivered by the Borrower shall be irrevocable except that such notice may state that it 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.

Termination or Reduction of Commitments. The (a) Prior to or upon the Closing Date, the Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitments, or from time to time may permanently reduce the Aggregate Term A-3 Commitments; provided that (i) any such notice shall be received by , the Administrative Agent not later than 1:00 p.m. three Business Days prior to the date of termination Term A-5 Commitments and/or Revolving Commitments in whole, or reduction in part ratably (except that if no Loans are outstanding hereunder as provided in Section 10.13) among the Lenders of the applicable Facility, in the case of Term A-3 Commitments and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this AgreementTerm A-5 Commitments, any notice terminating the Aggregate Commitments may be received on the date of termination), (ii) any such partial reduction shall be in an aggregate amount integral multiples of $5,000,000 1,000,000 or any whole multiple of $500,000 in excess thereof and, in the case of the Revolving Commitments, in integral multiples of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, in each case, by giving the Administrative Agent notice of such reduction not later than 11:00 a.m. on any Business Day, which notice shall specify the Commitments to be reduced and (iii) the Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to amount of any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitmentssuch reduction; provided that the Borrower may terminate the Aggregate Commitments if all Loans have been paid in full, the Borrower has Cash Collateralized, or provided other support acceptable to the applicable L/C Issuer(s) for, all outstanding Letters of Credit, and there are no outstanding L/C Borrowings. The Administrative Agent will promptly notify the Lenders of any such a notice of termination or reduction of the Aggregate Commitments. Any reduction Commitments may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the Aggregate Commitments shall proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or condition, in which case such notice may be applied revoked by the Borrower (by notice to the Commitment of each Lender according Administrative Agent on or prior to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the specified effective date of such termination) if such condition is not satisfied. If the Closing Date occurs, the Term A-3 Commitments and the Term A-5 Commitments shall be automatically and permanently reduced to zero upon the borrowing of the Term A-3 Loans and Term A-5 Loans on the Closing Date. In the event that the Closing Date shall not have occurred on or prior to the Termination Date, each Lender’s Commitment shall automatically terminate at 11:59:59 p.m. on the Termination Date and each Lender shall upon such termination have no further obligation to make any Loans hereunder. Unless terminated earlier pursuant to subsection (b) below, the Revolving Commitments shall be automatically and permanently reduced to zero on the Revolving Commitments Maturity Date applicable to such Revolving Commitments. Notwithstanding anything to contrary and for the avoidance of doubt, the provisions of this Section 2.06(a) shall permit any reduction of Commitments on a Facility by Facility basis and on a non-pro rata basis across Facilities (but not within a single Facility), in each case, as selected by the Borrower in its sole discretion.

Termination or Reduction of Commitments. The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. p.m., New York City time, three Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments such shorter period as may be received on agreed by the date of terminationAdministrative Agent in its sole discretion), (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any (unless the Aggregate Commitments are less than such amount) a whole multiple of $US$1,000,000 in excess thereof, and (iii) the Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments; provided . A notice of termination or reduction of the Aggregate Commitment may state that such termination or reduction is conditioned upon the occurrence of one or more events specified therein, in which case such notice may be revoked by the Borrower may terminate the Aggregate Commitments if all Loans have been paid in full, the Borrower has Cash Collateralized, or provided other support acceptable (by notice to the Administrative Agent on or prior to the date of such termination or reduction) if any applicable L/C Issuer(s) for, all outstanding Letters of Credit, and there are no outstanding L/C Borrowingscondition is not satisfied. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Applicable Percentage. Unless previously terminated, the Aggregate Commitments shall automatically terminate at 5:00 p.m., New York City time, on the Maturity Date. Any reduction or termination of the Aggregate Commitments shall be permanent. All unpaid fees accrued pursuant to Section 2.07(a) until the effective date of any reduction or termination of the Aggregate Commitments (in the case of any reduction, in respect of the aggregate amount of the Commitments subject to such reduction) shall be paid on the effective date of such reduction or termination.

Termination or Reduction of Commitments. The Borrower Company may, at its discretion, upon written notice to the Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. three 11:00 a.m. five Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination)reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of at least $1,000,000 in excess thereofor, if less, the entire Aggregate Commitments and (iii) the Borrower Company shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments. The Borrower will be required to pay the Makewhole Fee, applicable amounts under Sections 3.01 and 3.05 and other amounts applicable for the terminated portion of the Facility; provided that a Makewhole Fee will not be payable in the event that (i) Borrower may exercises the right to terminate or reduce the Facility described in this Section 2.04 following the assertion of claims for additional amounts under Sections 3.01 and 3.04 that exceed an amount equal to 0.10% per annum times the Aggregate Commitments or (ii) Borrower exercises the right to terminate the Facility (in whole) described in this Section 2.04 if all Loans (A) not less than 20 Business Days prior to such exercise, Borrower requested in writing the consent of the Administrative Agent and the Required Lenders to (x) a proposed Permitted Reorganization or (y) the Investment Adviser ceasing to be an Affiliate of Borrower Parent, (B) at least 10 Business Days have been paid in full, the passed since such request and (C) Borrower has Cash Collateralized, or provided other support acceptable to the applicable L/C Issuer(s) for, all outstanding Letters of Credit, and there are no outstanding L/C Borrowingsnot received such consents. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. noon three Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination)reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 1,000,000 or any whole multiple of $1,000,000 500,000 in excess thereof, and (iii) the Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments; provided that Commitments of all the Borrower may terminate Lenders and (iv) if, after giving effect to any reduction of the Aggregate Commitments if all Loans have been paid in fullCommitments, the Borrower has Cash CollateralizedLetter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, or provided other support acceptable to such Sublimit shall be automatically reduced by the applicable L/C Issuer(s) for, all outstanding Letters amount of Credit, and there are no outstanding L/C Borrowingssuch excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Revolver Lender according to its Applicable Percentage. All fees accrued until up to the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination.. Notwithstanding anything in this Section 2.06 to the contrary, the Borrower may rescind any notice of termination in full of the Aggregate Commitments of all the Lenders under this Section 2.06 not later than 1:00 p.m. on the Business Day before such termination was scheduled to take place if such termination would have resulted from a refinancing of the Loans, which financing shall not be consummated or shall otherwise be delayed. 42 [SEMGROUP ENERGY PARTNERS CREDIT AGREEMENT]

Termination or Reduction of Commitments. (a) The Borrower Company may, upon notice to the Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. three 11:00 a.m. five Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination)reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrower Company shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments; provided that the Borrower may terminate , and (iv) if, after giving effect to any reduction of the Aggregate Commitments if all Loans have been paid in fullCommitments, the Alternative Currency Sublimit, the Letter of Credit Sublimit, the HIL Sublimit, the Designated Borrower has Cash CollateralizedSublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, or provided other support acceptable to such Sublimit shall be automatically reduced by the applicable L/C Issuer(s) for, all outstanding Letters amount of Credit, and there are no outstanding L/C Borrowingssuch excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Except as set forth in clause (iv) above, the amount of any such Aggregate Commitment reduction shall not be applied to any Sublimit unless otherwise specified by the Company. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination. Not more than two times per fiscal year, a notice to reduce the Aggregate Commitments hereunder may state that it is conditioned upon the effectiveness of other credit facilities or the incurrence of other Indebtedness, the consummation of a particular Disposition or the occurrence of a Change of Control, in which case such notice may be revoked by the applicable Borrower(s) (by notice to the Administrative Agent on or prior to the specified commitment reduction date) if such condition is not satisfied.

Termination or Reduction of Commitments. (a) The Borrower mayshall have the right, upon notice delivered to the Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall be received by the Administrative Agent not no later than 1:00 p.m. P.M., New York City time, at least three Business Days prior to the proposed date of termination or reduction, to terminate the Revolving Commitments or, from time to time, to reduce the amount of the Revolving Commitments of any Class; provided that no such termination or reduction (except that if no shall be permitted if, after giving effect thereto and to any prepayments of the Revolving Loans are outstanding hereunder and no Letters or Swingline Loans made on the effective date thereof, the Revolving Extensions of Credit are issued and outstanding hereunder or the effectiveness under such Class of a new credit facility for the Borrower is conditioned on the termination Revolving Commitments of this Agreement, any notice terminating the Aggregate Commitments may be received on the date Revolving Lender would exceed such Revolving Lender’s Revolving Commitment of termination), (ii) any such Class. Any such partial reduction shall be in an aggregate amount of equal to $5,000,000 10,000,000, or any a whole multiple of $1,000,000 in excess thereof, shall reduce permanently the Revolving Commitments then in effect and (iii) the Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments; provided that the Borrower may terminate the Aggregate Commitments if all Loans have been paid in full, the Borrower has Cash Collateralized, or provided other support acceptable to the applicable L/C Issuer(s) for, all outstanding Letters of Credit, and there are no outstanding L/C Borrowings. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to reduce the Commitment Revolving Commitments of any Class as the Borrower may designate, but in any event, in the case of Revolving Commitments with the same Revolving Termination Date, on a pro rata basis among such Revolving Commitments based on the respective amount of such Revolving Commitments of each Lender according Revolving Lender. Each notice delivered by the Borrower pursuant to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments this Section shall be paid irrevocable, provided that such notice may state that it is conditioned upon the effectiveness of other credit facilities (including under this Agreement) or incurrence of other Indebtedness, the consummation of a particular Disposition, the occurrence of a change of control or other event), in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date of date) if such terminationcondition is not satisfied.

Termination or Reduction of Commitments. The Borrower Borrowers may, upon notice to the Administrative Agent, terminate the Aggregate Total WC Revolver Commitments, the Total Revolver Commitments and/or the Total Acquisition Commitments, as the case may be, or from time to time permanently reduce the Aggregate Total WC Revolver Commitments, the Total Revolver Commitments and/or the Total Acquisition Commitments, as the case may be; provided that (i) any such notice (which shall specify which Commitment is being reduced and/or terminated) shall be received by the Administrative Agent not later than 1:00 p.m. three 11:00 a.m. five Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination)reduction, (ii) any such partial reduction (1) of the Total WC Revolver Commitment shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof; (2) of the Total Revolver Commitment shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, and (3) the Total Acquisition Commitment shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof; and (iii) the Borrower Borrowers shall not terminate or reduce the Aggregate Total WC Revolver Commitments, the Total Revolver Commitments and/or the Total Acquisition Commitments, as the case may be, if, after giving effect thereto and to any concurrent prepayments hereunder, the Total WC Revolver Outstandings, Total Revolver Outstandings or Total Acquisition Outstandings, as the case may be, would exceed the Aggregate Commitments; provided that the Borrower may terminate the Aggregate Commitments if all Loans have been paid in fullTotal WC Revolver Commitment, the Borrower has Cash CollateralizedTotal Revolver Commitment or the Total Acquisition Commitment, or provided other support acceptable to the applicable L/C Issuer(s) for, all outstanding Letters of Credit, and there are no outstanding L/C Borrowingsas applicable. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Total WC Revolver Commitments, the Total Revolver Commitments and/or the Total Acquisition Commitments, as the case may be. Any reduction of the Aggregate Total WC Revolver Commitments, the Total Revolver Commitments and/or the Total Acquisition Commitments, as the case may be, shall be applied to the applicable WC Revolver Commitment, the Acquisition Commitment and the Revolver Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Total WC Revolver Commitments, the Total Revolver Commitments and/or the Total Acquisition Commitments, as the case may be, shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. The Borrower Company may, upon notice to the Administrative Agent, terminate the Aggregate Commitments, Commitments or from time to time permanently reduce the Aggregate Commitments; provided that (ia) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. three Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters or such shorter period of Credit are issued and outstanding hereunder or time as the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments Administrative Agent may be received on the date of terminationdetermine), (iib) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iiic) any such notice may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may, subject to Section 3.05, 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, (d) any such partial reduction shall be applied to reduce each Sublimit then in effect in a manner that will allow such reduction of the Aggregate Commitments to be applied pro rata across the Commitments of all the Lenders according to their Applicable Percentages with respect to the Aggregate Commitments, as determined by the Company in consultation with the Administrative Agent, (e) the Borrower Company shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments; provided that , and (f) if, after giving effect to any reduction of the Borrower may terminate Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments or, if all Loans have been paid in fullless, the Borrower has Cash CollateralizedCompany Sublimit, or provided other support acceptable to such sublimit shall be automatically reduced by the applicable L/C Issuer(s) for, all outstanding Letters amount of Credit, and there are no outstanding L/C Borrowingssuch excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate CommitmentsCommitments and of the amount of each of the Sublimits after giving effect thereto. Any The amount of any such Aggregate Commitment reduction shall not reduce the Letter of Credit Sublimit unless otherwise specified by the Company or unless required by proviso (e) of this Section. For the avoidance of doubt and in connection with proviso (c) of this Section, any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Applicable PercentagePercentage with respect to the Aggregate Commitments (and not with respect to any Designated Borrower Sublimit). All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) The Borrower Company may, upon notice to the Administrative Agent, terminate the Aggregate (USD/MC) Commitments or the Aggregate (MXN) Commitments, or from time to time permanently reduce the Aggregate (USD/MC) Commitments or the Aggregate (MXN) Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. three Noon five Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination)reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrower Company shall not terminate or reduce (A) the Aggregate (USD/MC) Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total (USD/MC) Outstandings would exceed the Aggregate Commitments; provided that the Borrower may terminate (USD/MC) Commitments or (B) the Aggregate (MXN) Commitments if all Loans have been paid in fullif, after giving effect thereto and to any concurrent prepayments hereunder, the Borrower has Cash CollateralizedTotal (MXN) Outstandings would exceed the Aggregate (MXN) Commitments, (iv) if, after giving effect to any reduction of the Aggregate (USD/MC) Commitments, the Letter of Credit Sublimit or provided other support acceptable the Swing Line Sublimit exceeds the amount of the Aggregate (USD/MC) Commitments, such Sublimit shall be automatically reduced by the amount of such excess and (v) if, after giving effect to any reduction of the applicable L/C Issuer(s) forAggregate Commitments, all outstanding Letters the Alternative Currency Sublimit exceeds the amount of Creditthe Aggregate Commitments, and there are no outstanding L/C Borrowingssuch Sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate (USD/MC) Commitments or Aggregate (MXN) Commitments. The amount of any such Aggregate (USD/MC) Commitment reduction or Aggregate (MXN) Commitment reduction shall not be applied to the Alternative Currency Sublimit unless otherwise specified by the Company. The amount of any such Aggregate (USD/MC) Commitment reduction shall not be applied to the Letter of Credit Sublimit unless otherwise specified by the Company. Any reduction of the Aggregate (USD/MC) Commitments shall be applied to the USD/MC Commitment of each Lender according to its Applicable (USD/MC) Percentage. Any reduction of the Aggregate (MXN) Commitments shall be applied to the MXN Commitment of each Lender according to its Applicable (MXN) Percentage. All fees accrued until the effective date of any termination of the Aggregate (USD/MC) Commitments or Aggregate (MXN) Commitments, as the case may be, shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. The Commitments hereunder may be permanently terminated or reduced in whole or in part by notice from the Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall thereof must be received by the Administrative Agent not later than 1:00 p.m. three 12:00 noon (New York time) at least five (5) Business Days prior to the date of reduction or termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination), (ii) any such partial reduction or terminations shall be in an aggregate a minimum amount of $5,000,000 or any whole multiple 1.0 million and integral multiples of $1,000,000 1.0 million in excess thereof, and ; (iiiii) the Borrower shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments and Cash Collateralization hereunder, the Total Outstandings Outstanding Amount of Revolving Obligations thereunder would exceed the Aggregate Revolving Commitments; provided that the Borrower may terminate and (iii) if, after giving effect to any reduction or termination of the Aggregate Commitments if all Loans have been paid in fullRevolving Commitments, the Borrower has Cash CollateralizedAlternative Currency Sublimit, or provided other support acceptable to the applicable L/C Issuer(s) forSublimit or the Swingline Sublimit exceeds the amount of the Aggregate Revolving Commitments, all outstanding Letters such sublimit shall be automatically reduced by the amount of Credit, and there are no outstanding L/C Borrowingssuch excess. The Administrative Agent will promptly notify give prompt notice to the Lenders of any such notice termination of or reduction in Commitments. Except as provided in clause (iii) above, the amount of any reduction of the Aggregate Revolving Commitments shall not be applied to the Alternative Currency Sublimit, the L/C Sublimit or the Swingline Sublimit unless otherwise specified by the Borrower. Any termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate any Revolving Commitments shall be applied to the Revolving Commitment of each applicable Lender according to its Applicable Revolving Commitment Percentage. All commitment or other fees accrued until with respect to any Commitment through the effective date of any termination of the Aggregate Commitments thereof shall be paid on the effective date of such termination. A notice of termination of the Commitments delivered by the Borrower shall be irrevocable except that such notice may state that it 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.

Termination or Reduction of Commitments. The Revolving Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. three 11:00 a.m. five Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination)reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Revolving Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments; provided that the Borrower may terminate , and (iv) if, after giving effect to any reduction of the Aggregate Commitments if all Loans have been paid in fullCommitments, the Borrower has Cash CollateralizedLetter of Credit Sublimit, the Swing Line Sublimit, the New Vehicle Swing Line Sublimit or provided other support acceptable to any Within Line Limitation exceeds the applicable L/C Issuer(s) foramount of the Aggregate Commitments, all outstanding Letters such sublimit or Within Line Limitation shall be automatically reduced by the amount of Credit, and there are no outstanding L/C Borrowingssuch excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination. Notwithstanding the foregoing, the Revolving Borrower may rescind or postpone any notice of termination of any Commitments if such termination would have resulted from a refinancing of all or a portion of the Commitments hereunder, which refinancing shall not be consummated or shall otherwise be delayed.

Termination or Reduction of Commitments. The Borrower may, at its discretion on any date, upon written notice to the Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. three 11:00 a.m. five Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination)reduction, (ii) any such partial reduction shall be in an aggregate amount of at least $5,000,000 or any whole multiple of $1,000,000 in excess thereof500,000 or, and if less, the entire Aggregate Commitments, (iii) the Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments; provided that , and (iv) the Borrower may terminate Alternative Currency Sublimits will remain a percentage of the Aggregate Commitments if all Loans have been paid in full(i.e., will reduce pro rata with the Borrower has Cash Collateralized, or provided other support acceptable to Aggregate Commitments) and the applicable L/C Issuer(s) for, all outstanding Letters Letter of Credit, and there are no outstanding L/C BorrowingsCredit Sublimit will be reduced pro rata with the Aggregate Commitments. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination. Notwithstanding anything herein to the contrary, the Borrower may rescind any such notice not later than 1:00 p.m. on the Business Day before such termination was scheduled to take place if such termination would have resulted from a refinancing of the Commitments, which refinancing shall not be consummated or shall otherwise be delayed.

Termination or Reduction of Commitments. The Borrower Xxxxxxxxx may, upon notice to the Administrative Agent, terminate the Aggregate AC Commitments or the Aggregate USD Commitments, or from time to time permanently reduce the Aggregate AC Commitments or the Aggregate USD Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. three 11:00 a.m. five Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination)reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrower Xxxxxxxxx shall not terminate or reduce (A) the Aggregate AC Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total AC Outstandings would exceed the Aggregate AC Commitments; provided that , (B) Aggregate USD Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Borrower may terminate Total USD Outstandings would exceed the Aggregate USD Commitments if all Loans have been paid in fulland (iv) if, after giving effect to any reduction of the Aggregate USD Commitments, the Borrower has Cash CollateralizedLetter of Credit Sublimit, the Alternative Currency Letter of Credit Sublimit or provided other support acceptable to the applicable L/C Issuer(s) forSwing Line Sublimit exceeds the amount of the Aggregate USD Commitments, all outstanding Letters such sublimit shall be automatically reduced by the amount of Credit, and there are no outstanding L/C Borrowingssuch excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate AC Commitments or the Aggregate USD Commitments. The amount of any such Aggregate USD Commitment reduction shall not be applied to the Letter of Credit Sublimit or the Alternative Currency Letter of Credit Sublimit unless otherwise specified by Xxxxxxxxx. Any reduction of the Aggregate AC Commitments or the Aggregate USD Commitments shall be applied to the AC Commitment or USD Commitment, as applicable of each Lender according to its Applicable AC Percentage or its Applicable USD Percentage, as applicable. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. The Borrower Co-Borrowers may, upon notice to the Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. three Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination)reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000.00 or any whole multiple of $1,000,000 1,000,000.00 in excess thereof, and (iii) the Borrower Co-Borrowers shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments; provided that the Borrower may terminate , and (iv) if, after giving effect to any reduction of the Aggregate Commitments if all Loans have been paid in fullCommitments, the Borrower has Cash CollateralizedLetter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, or provided other support acceptable to such Sublimit shall be automatically reduced by the applicable L/C Issuer(s) for, all outstanding Letters amount of Credit, and there are no outstanding L/C Borrowingssuch excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination. A notice of termination delivered by Co-Borrowers may state that such notice is conditioned upon the effectiveness of other credit facilities in which case such notice may be revoked by Co-Borrowers (by notice to Administrative Agent on or prior to the specified effective date) if such condition is not satisfied and so long as Co-Borrowers shall have paid any amounts required to be paid to Administrative Agent, any L/C Issuer or any Lender pursuant to this Agreement in connection with such notice of prepayment.

Termination or Reduction of Commitments. (a) The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Revolving Commitments, or from time to time permanently reduce the Aggregate Revolving Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. three Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination)reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrower shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments, and (iv) if, after giving effect to any reduction of the Aggregate Revolving Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Commitments, such Letter of Credit Sublimit or such Swing Line Sublimit shall be automatically reduced by the amount of such excess; provided further that, a notice of termination of the Aggregate Revolving Commitments may state that such notice is conditioned upon the effectiveness of other credit facilities or any incurrence or issuance of debt or equity or the occurrence of any other transaction, in which case such notice may be revoked by the Borrower may terminate the Aggregate Commitments if all Loans have been paid in full, the Borrower has Cash Collateralized, or provided other support acceptable (by notice to the applicable L/C Issuer(sAdministrative Agent on or prior to the specified effective date) for, all outstanding Letters of Credit, and there are no outstanding L/C Borrowingsif such condition is not satisfied. The Administrative Agent will promptly notify the Revolving Lenders of any such notice of termination or reduction of the Aggregate Revolving Commitments. Any reduction of the Aggregate Revolving Commitments shall be applied to the Revolving Commitment of each Revolving Lender according to its Applicable PercentagePro Rata Share or in such other manner agreed to in writing on the Third Amendment Effective Date by the Required Lenders. All commitment fees accrued until the effective date of any termination of the Aggregate Revolving Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. three Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination)reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments; provided that the Borrower may terminate , and (iv) if, after giving effect to any reduction of the Aggregate Commitments if all Loans have been paid in fullCommitments, the Borrower has Cash CollateralizedAlternative Currency Sublimit, the Bid Loan Sublimit or provided other support acceptable to the applicable L/C Issuer(s) forLetter of Credit Sublimit exceeds the amount of the Aggregate Commitments, all outstanding Letters such Sublimit shall be automatically reduced by the amount of Credit, and there are no outstanding L/C Borrowingsany such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. A notice of termination of the Aggregate Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, and 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; provided, however, the Borrower shall be responsible for all reasonable out-of-pocket costs and expenses of the Administrative Agent and the Lenders caused by the revocation of such notice of termination in accordance with Sections 3.05 or 10.04. The amount of any such Aggregate Commitment reduction shall not be applied to the Alternative Currency Sublimit, the Bid Loan Sublimit or the Letter of Credit Sublimit unless otherwise specified by the Borrower. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments, in whole or in part; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 12:00 p.m. three Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination)reduction, (ii) any such termination or reduction shall be made on a pro rata basis, (iii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iiiiv) the Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments; provided that the Borrower may terminate , and (v) if, after giving effect to any reduction of the Aggregate Commitments if all Loans have been paid in fullCommitments, the Borrower has Cash CollateralizedLetter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, or provided other support acceptable to such Sublimit shall be automatically reduced by the applicable L/C Issuer(s) for, all outstanding Letters amount of Credit, and there are no outstanding L/C Borrowingssuch excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination. A notice of termination of the Aggregate Commitments may state that such notice is conditioned upon the effectiveness of other credit facilities or other financing transactions, and if any notice so states it may be revoked by the Borrower by notice to the Administrative Agent on or prior to the date specified for the termination of the Aggregate Commitments that the refinancing condition has not been met and the termination is to be revoked.

Termination or Reduction of Commitments. The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Revolving Credit Commitments, or from time to time permanently reduce the Aggregate Revolving Credit Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. three 12:00 noon five (5) Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination)reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrower shall not terminate or reduce the Aggregate Revolving Credit Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings aggregate Revolving Credit Exposure would exceed the Aggregate Revolving Credit Commitments; provided that the Borrower may terminate the Aggregate Commitments if all Loans have been paid in full, the Borrower has Cash Collateralized, or provided other support acceptable to the applicable L/C Issuer(s) for, all outstanding Letters of Credit, and there are no outstanding L/C Borrowings. The Administrative Agent will promptly notify the Revolving Credit Lenders of any such notice of termination or reduction of the Aggregate Revolving Credit Commitments. Any reduction of the Aggregate Revolving Credit Commitments shall be applied to the Revolving Credit Commitment of each Revolving Credit Lender according to its Applicable PercentagePro Rata Share. All fees accrued until the effective date of any termination of the Aggregate Revolving Credit Commitments shall be paid on the effective date of such termination. Notwithstanding anything herein to the contrary, the Borrower may rescind any notice of termination of Revolving Credit Commitments under this Section 2.06 not later than 1:00 p.m. on the Business Day before such termination was scheduled to take place if such termination would have resulted from a refinancing of the Aggregate Revolving Credit Commitments, which refinancing shall not be consummated or shall otherwise be delayed. Notwithstanding anything else to the contrary contained herein, the Term Loan Commitments in effect on the Closing Date shall automatically terminate at the earlier to occur of (a) 5:00 p.m. on the Closing Date and (b) the making of the Term Loans pursuant to Section 2.01(b).

Termination or Reduction of Commitments. The Borrower Company may, upon notice to the Administrative AgentAgent (which notice may state that such notice is conditioned upon the consummation of a transaction which is contemplated to result in termination or reduction of the Aggregate Commitments, in which case such notice may be revoked by the Company (by notice to the Administrative Agent on or prior to the specified termination or reduction date) if such condition is not satisfied), terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided provided, that (ia) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. three (3) Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination)reduction, (iib) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iiic) the Borrower Company shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings Outstanding Amount of Committed Loans, Bid Loans, Swing Line Loans and L/C Obligations would exceed the Aggregate Commitments; provided that the Borrower may terminate Commitments and (d) if, after giving effect to any reduction of the Aggregate Commitments if all Loans have been paid in fullCommitments, the Borrower has Cash CollateralizedAlternative Currency Sublimit, the Bid Loan Sublimit, the Letter of Credit Sublimit or provided other support acceptable to the applicable L/C Issuer(s) forSwing Line Sublimit exceeds the amount of the Aggregate Commitments, all outstanding Letters such Sublimit shall be automatically reduced by the amount of Credit, and there are no outstanding L/C Borrowingssuch excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. The amount of any such Aggregate Commitment reduction shall be applied to the U.S. Dollar Sublimit, Alternative Currency Sublimit, any other Applicable Sublimit and each of the Letter of Credit Sublimits as specified by the Company. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Committed Loan Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. The Borrower mayParent shall have the right, upon not less than three Business Days’ notice (or shorter notice period approved by the Administrative Agent) to the Administrative Agent, to terminate the Aggregate Revolving Commitments or the Tranche A Term Commitments, or from time to time permanently time, to reduce the Aggregate Commitments; amount of the Revolving Commitments or the Tranche A Term Commitments; provided that (i) any no such notice shall be received by the Administrative Agent not later than 1:00 p.m. three Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Revolving Commitments may be received on the date of termination), (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrower shall not terminate or reduce the Aggregate Commitments permitted if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments; provided that the Borrower may terminate the Aggregate Commitments if all Loans have been paid in full, the Borrower has Cash Collateralized, or provided other support acceptable to the applicable L/C Issuer(s) for, all outstanding Letters of Credit, and there are no outstanding L/C Borrowings. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid Revolving Loans and Swingline Loans made on the effective date thereof, the Total Revolving Extensions of Credit would exceed the Total Revolving Commitments. Any such terminationpartial reduction shall be in an amount equal to $1,000,000, or a whole multiple thereof, and shall reduce permanently the applicable Commitments then in effect. Each reduction of the Revolving Commitments shall be made ratably among the Revolving Lenders in accordance with their respective Revolving Commitments and each reduction of the Tranche A Term Commitments shall be made ratably among the Tranche A Term Lenders in accordance with their respective Tranche A Term Commitment. Notwithstanding the foregoing, the Parent may rescind or postpone any notice of termination of any of the Commitments if such termination would have resulted from a refinancing of all or any portion of any Facility or Facilities, which refinancing shall not be consummated or otherwise shall be delayed. To the extent not previously terminated, all unused Tranche A Term Commitments hereunder shall terminate on the earlier of (i) the Closing Date (after giving effect to the Loans made on such date) and (ii) 11:59 p.m. (New York City time) on the date that is five Business Days after the Outside Date (as defined in and determined in accordance with the terms of the Merger Agreement as in effect on December 13, 2021). To the extent not previously terminated, all Revolving Commitments shall terminate at 11:59 p.m. (New York City time) on the date that is five Business Days after the Outside Date (as defined in and determined in accordance with the terms of the Merger Agreement as in effect on December 13, 2021) unless the Closing Date has occurred on or prior to such date.

Termination or Reduction of Commitments. The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 12:00 p.m. three two Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination)reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 1,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments; provided provided, further that a notice of termination or permanent reduction of the Aggregate Commitments delivered by the Borrower may terminate state that such notice is conditioned upon the Aggregate Commitments if all Loans have been paid satisfaction of one or more conditions precedent described therein, in fullwhich case, such notice may be revoked by the Borrower has Cash Collateralized(by notice to the Administrative Agent on or prior to the specified effective date) if such condition is, or provided other support acceptable to the applicable L/C Issuer(s) forconditions are, all outstanding Letters of Credit, and there are no outstanding L/C Borrowingsnot satisfied. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 12:00 p.m. three five Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters or such lesser amount of Credit are issued and outstanding hereunder or time as the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments Administrative Agent may be received on the date of termination)agree, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) such notice of termination may state that termination is conditioned upon the effectiveness of other credit facilities or one or more other 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, (iv) the Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments; provided that the Borrower may terminate , and (v) if, after giving effect to any reduction of the Aggregate Commitments if all Loans have been paid in fullCommitments, the Borrower has Cash CollateralizedAlternative Currency Sublimit, the Letter of Credit Sublimit or provided other support acceptable to the applicable L/C Issuer(s) forSwing Line Sublimit exceeds the amount of the Aggregate Commitments, all outstanding Letters such Sublimit shall be automatically reduced by the amount of Credit, and there are no outstanding L/C Borrowingssuch excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. The amount of any such Aggregate Commitment reduction shall not be applied to the Alternative Currency Sublimit or the Letter of Credit Sublimit unless otherwise specified by the Borrower. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) The Borrower Borrowers may, upon notice to the Administrative Agent, terminate the Aggregate Revolver Commitments or the Aggregate WC Commitments, as the case may be, or from time to time permanently reduce the Aggregate Revolver Commitments or the Aggregate WC Commitments, as the case may be; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. three 11:00 a.m. five Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination)reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrower Borrowers shall not terminate or reduce the Aggregate Revolver Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolver Outstandings would exceed the Aggregate Revolver Commitments; provided that , (iv) the Borrower may Borrowers shall not terminate or reduce the Aggregate WC Commitments if all Loans have been paid in fullif, after giving effect thereto and to any concurrent prepayments hereunder, the Borrower has Cash CollateralizedTotal WC Outstandings would exceed the Aggregate WC Commitments and (v) if, after giving effect to any reduction of the Aggregate Revolver Commitments or the Aggregate WC Commitments, as applicable, the Alternative Currency Sublimit, the Revolver Letter of Credit Sublimit, or provided other support acceptable to the applicable L/C Issuer(s) forSwing Line Sublimit exceeds the amount of the Aggregate Revolver Commitments or the Aggregate WC Commitments, all outstanding Letters as applicable, such Sublimit shall be automatically reduced by the amount of Credit, and there are no outstanding L/C Borrowingssuch excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Revolver Commitments or Aggregate WC Commitments, as the case may be. The amount of any such Aggregate Revolver Commitment or Aggregate WC Commitment, as the case may be, reduction shall not be applied to the Alternative Currency Sublimit or the Revolver Letter of Credit Sublimit unless otherwise specified by the Borrowers. Any reduction of the Aggregate Revolver Commitments or the Aggregate WC Commitments, as applicable, shall be applied to the WC Commitment or Revolver Commitment of each Lender Lender, as applicable, according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Revolver Commitments or Aggregate WC Commitments, as the case may be, shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) The Borrower mayshall have the right, upon notice delivered to the Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall be received by the Administrative Agent not no later than 1:00 p.m. P.M., New York City time, at least three Business Days prior to the proposed date of termination or reduction, to terminate the Revolving Commitments or, from time to time, to reduce the amount of the Revolving Commitments; provided that no such termination or reduction (except that if no shall be permitted if, after giving effect thereto and to any prepayments of the Revolving Loans are outstanding hereunder and no Letters or Swingline Loans made on the effective date thereof, the Revolving Extensions of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination), (ii) any Revolving Lender would exceed such partial Revolving Lender's Revolving Commitment. Any such reduction shall be in an aggregate amount of equal to $5,000,000 10,000,000, or any a whole multiple of $1,000,000 in excess thereof, shall reduce permanently the Revolving Commitments then in effect and (iii) the Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments; provided that the Borrower may terminate the Aggregate Commitments if all Loans have been paid in full, the Borrower has Cash Collateralized, or provided other support acceptable to the applicable L/C Issuer(s) for, all outstanding Letters of Credit, and there are no outstanding L/C Borrowings. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to reduce the Commitment Revolving Commitments of the Revolving Lenders as the Borrower may designate, but in any event, in the case of Revolving Commitments with the same Revolving Termination Date, on a pro rata basis among such Revolving Commitments based on the respective amount of such Revolving Commitments of each Lender according Revolving Lender. Each notice delivered by the Borrower pursuant to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments this Section shall be paid irrevocable, provided that such notice may state that it is conditioned upon the effectiveness of other credit facilities, the consummation of a particular Disposition or the occurrence of a change of 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 of date) if such terminationcondition is not satisfied.

Termination or Reduction of Commitments. The Borrower Company may, upon notice to the Administrative Agent, terminate the Aggregate Revolving Commitments, or from time to time permanently reduce the Aggregate Revolving Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. three 11:00 a.m. five Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination)reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrower Company shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments; provided that the Borrower may terminate , and (iv) if, after giving effect to any reduction of the Aggregate Commitments if all Loans have been paid in fullRevolving Commitments, the Alternative Currency Sublimit, the Letter of Credit Sublimit, the HIL Sublimit, the Designated Borrower has Cash CollateralizedSublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Commitments, or provided other support acceptable to such Sublimit shall be automatically reduced by the applicable L/C Issuer(s) for, all outstanding Letters amount of Credit, and there are no outstanding L/C Borrowingssuch excess. The Administrative Agent will promptly notify the Revolving Credit Lenders of any such notice of termination or reduction of the Aggregate Revolving Commitments. Except as set forth in clause (iv) above, the amount of any such Aggregate Revolving Commitment reduction shall not be applied to any Sublimit unless otherwise specified by the Company. Any reduction of the Aggregate Revolving Commitments shall be applied to the Commitment of each Lender according to its Applicable Revolving Percentage. All fees accrued until the effective date of any termination of the Aggregate Revolving Commitments shall be paid on the effective date of such termination. Not more than two times per fiscal year, a notice to reduce the Aggregate Revolving Commitments hereunder may state that it is conditioned upon the effectiveness of other credit facilities or the incurrence of other Indebtedness, the consummation of a particular Disposition or the occurrence of a Change of Control, in which case such notice may be revoked by the applicable Borrower(s) (by notice to the Administrative Agent on or prior to the specified commitment reduction date) if such condition is not satisfied.

Termination or Reduction of Commitments. The Borrower Borrowers may, upon written notice to the Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 1:00 p.m. three 12:00 noon five (5) Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination)reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) after giving effect to any partial reduction of the Borrower Aggregate Commitments, the remaining Aggregate Commitments shall be greater than or equal to $25,000,000, (iv) the Borrowers shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the lesser of (x) the Aggregate Commitments then in effect and (y) the Borrowing Base Amount at such time, (v) if, after giving effect to any reduction of the Aggregate Commitments, the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, the Swing Line Sublimit shall be automatically reduced by the amount of such excess and (vi) the Borrowers shall, jointly and severally, pay any amounts required to be paid under Section 3.05 resulting from any prepayment of Revolving Credit Loans made in connection with such termination or reduction of Commitments; provided further, that the Borrower may terminate any such notice delivered in connection with a termination in full of the Aggregate Commitments Commitments, due to a refinancing of the Loans with the proceeds of such refinancing, may be, if all Loans have been expressly so stated to be, contingent upon the consummation of such refinancing (any such contingent termination notice being referred to herein as a “Contingent Commitment Termination Notice”) and may be revoked by the Borrowers in the event such refinancing is not consummated (and the Borrowers shall, jointly and severally, pay any amounts required to be paid in full, the Borrower has Cash Collateralized, or provided other support acceptable to the applicable L/C Issuer(s) for, all outstanding Letters under Section 3.05 resulting from any such revocation of Credit, and there are no outstanding L/C Borrowingssuch notice). The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Revolving Credit Commitments, or from time to time permanently reduce the Aggregate Revolving Credit Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 2:00 p.m. three Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination)reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrower shall not terminate or reduce the Aggregate Revolving Credit Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings aggregate Revolving Credit Exposure would exceed the Aggregate Commitments; provided that the Borrower may terminate the Aggregate Commitments if all Loans have been paid in full, the Borrower has Cash Collateralized, or provided other support acceptable to the applicable L/C Issuer(s) for, all outstanding Letters of Credit, and there are no outstanding L/C Borrowings. The Administrative Agent will promptly notify the Revolving Credit Lenders of any such notice of termination or reduction of the Aggregate Revolving Credit Commitments. Any reduction of the Aggregate Commitments shall be applied to the Revolving Credit Commitment of each Revolving Credit Lender according to its Applicable PercentagePro Rata Share. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination. Notwithstanding anything herein to the contrary, the Borrower may rescind any notice of termination of Revolving Credit Commitments under this Section 2.10 not later than 1:00 p.m. on the Business Day before such termination was scheduled to take place if such termination would have resulted from a refinancing of the Aggregate Commitments, which refinancing shall not be consummated or shall otherwise be delayed. Unless previously terminated, the Term Commitments shall terminate at 5:00 p.m., New York City time, on the Effective Date. The Borrower may, upon notice to the Administrative Agent, terminate or permanently reduce the Revolving Credit Commitments of any Impacted Lender in whole or in part, if no Revolving Loans are then outstanding to the extent the aggregate remaining Revolving Credit Commitments would be at least equal to the aggregate Revolving Credit Exposure.

Termination or Reduction of Commitments. (a) The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit, or from time to time permanently reduce the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. three Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination)reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 25,000,000 or any whole multiple of $1,000,000 in excess thereof, thereof and (iii) the Borrower shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, (x) the Total Outstandings would exceed the Aggregate CommitmentsCommitments or (y) during the Senior Notes Preference Period, the Total Outstandings would exceed the Senior Notes Preference Period Threshold, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Letter of Credit Sublimit; provided further that the Borrower may any notice to reduce or terminate the Aggregate Commitments may be contingent upon the consummation of the refinancing of this Agreement or other transaction, and may be revoked if all Loans have been paid in fullsuch refinancing or transaction is not consummated, and if so revoked, the Borrower has Cash Collateralized, Aggregate Commitments shall not be so reduced or provided other support acceptable to the applicable L/C Issuer(s) for, all outstanding Letters of Credit, and there are no outstanding L/C Borrowingsterminated as requested in such notice. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any The amount of any such Aggregate Commitment reduction of the Aggregate Commitments shall not be applied to the Commitment Swing Line Sublimit or the Letter of each Lender according to its Applicable Percentage. All fees accrued until Credit Sublimit unless otherwise specified by the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such terminationBorrower.

Termination or Reduction of Commitments. (a) The Borrower mayshall have the right, upon notice delivered to the Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall be received by the Administrative Agent not no later than 1:00 p.m. P.M., New York City time, at least three Business Days prior to the proposed date of termination or reduction, to terminate the Revolving Commitments or, from time to time, to reduce the amount of the Revolving Commitments; provided that no such termination or reduction (except that if no shall be permitted if, after giving effect thereto and to any prepayments of the Revolving Loans are outstanding hereunder and no Letters or Swingline Loans made on the effective date thereof, the Revolving Extensions of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination), (ii) any Revolving Lender would exceed such partial Revolving Lender’s Revolving Commitment. Any such reduction shall be in an aggregate amount of equal to $5,000,000 10,000,000, or any a whole multiple of $1,000,000 in excess thereof, shall reduce permanently the Revolving Commitments then in effect and (iii) the Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments; provided that the Borrower may terminate the Aggregate Commitments if all Loans have been paid in full, the Borrower has Cash Collateralized, or provided other support acceptable to the applicable L/C Issuer(s) for, all outstanding Letters of Credit, and there are no outstanding L/C Borrowings. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to reduce the Commitment Revolving Commitments of the Revolving Lenders as the Borrower may designate, but in any event, in the case of Revolving Commitments with the same Revolving Termination Date, on a pro rata basis among such Revolving Commitments based on the respective amount of such Revolving Commitments of each Lender according Revolving Lender. Each notice delivered by the Borrower pursuant to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments this Section shall be paid irrevocable, provided that such notice may state that it is conditioned upon the effectiveness of other credit facilities, the consummation of a particular Disposition or the occurrence of a change of 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 of date) if such terminationcondition is not satisfied.

Termination or Reduction of Commitments. The Borrower Borrowers may, upon notice to the Administrative Agent, terminate the Aggregate CommitmentsCommitments and this Agreement, or from time to time permanently reduce the Aggregate CommitmentsCommitments under this Agreement; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. three Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination)reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrower Borrowers shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments prepayment and/or Cash Collateralization hereunder, the Total Outstandings would exceed the Aggregate Commitments; provided that the Borrower may terminate the Aggregate Commitments if all Loans have been paid in full, the Borrower has Cash Collateralized, or provided other support acceptable to the applicable L/C Issuer(s) for, all outstanding Letters of Credit, and there are no outstanding L/C Borrowings. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Applicable PercentagePro Rata Share; provided that, during any period in which a Lender is a Defaulting Lender, the Borrowers may (in their discretion) apply all or any portion to be specified by the Borrowers of any optional reduction of unused Aggregate Commitments under this Section 2.05 to the unused Commitments of any one or more Defaulting Lenders specified by the Borrowers (which application may result in a change of the Pro Rata Shares of the Lenders) before applying any remaining reduction to the unused Commitments of all Lenders in accordance with their Pro Rata Shares. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination. Notwithstanding the termination of the Aggregate Commitments, this Agreement shall not terminate, and the obligations of the Borrowers under this Agreement shall continue, until all Letters of Credit have expired, been replaced or been terminated and each Unreimbursed Amount and all interest, fees and other amounts payable hereunder have been paid in full.

Termination or Reduction of Commitments. The Borrower Company may, upon notice to the Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (ia) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. three 11:00 a.m. five Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination)reduction, (iib) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iiic) the Borrower Company shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments; provided that the Borrower may terminate , and (d) if, after giving effect to any reduction of the Aggregate Commitments if all Loans have been paid in full, (plus any Cash Collateralization of the Borrower has Cash Collateralized, or provided other support acceptable to the applicable L/C Issuer(s) forObligations hereunder), all outstanding Letters the Letter of Credit, and there are no outstanding Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments (plus any Cash Collateralization of the L/C BorrowingsObligations hereunder), such sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Letter of Credit Sublimit, Swingline Sublimit, or the Aggregate Commitments. Any notice delivered by the Company pursuant to this Section 2.06 may state that such notice is conditioned upon the effectiveness of one or more events specified therein, in which case such notice may be revoked by the Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination. On the Full Availability Expiration Date, the Aggregate Commitments shall be automatically reduced by $1,250,000,000, which reduction shall be allocated to reduce each Lender’s Commitment ratably in accordance with the Lenders’ respective Commitments; provided that for the avoidance of doubt, no such reduction shall reduce or otherwise affect the Interim Availability.

Termination or Reduction of Commitments. The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitments, the Revolving Tranche B Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit, or from time to time permanently reduce the Aggregate Commitments, the Revolving Tranche B Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. three 11:00 a.m. five Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination)reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) no partial reductions of the Revolving Tranche B Sublimit shall be permitted and (iiiiv) the Borrower shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments; provided that , (B) the Borrower may terminate the Aggregate Commitments if all Loans have been paid in fullRevolving Tranche B Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Borrower has Cash CollateralizedTotal Tranche B Outstandings would exceed the Revolving Tranche B Sublimit, or provided other support acceptable to (C) the applicable Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Issuer(sObligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (D) forthe Swing Line Sublimit if, all outstanding Letters after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Credit, and there are no outstanding L/C BorrowingsSwing Line Loans would exceed the Swing Line Sublimit. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit or the Aggregate CommitmentsCommitments under this Section 2.06. Any Upon any reduction of the Aggregate Commitments shall be applied to Commitments, the Commitment of each Lender according to its shall be reduced by such Lender’s Applicable PercentagePercentage of such reduction amount. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) The Borrower mayshall have the right, upon notice delivered to the Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall be received by the Administrative Agent not no later than 1:00 p.m. P.M., New York City time, at least three Business Days prior to the proposed date of termination or reduction, to terminate the Revolving Commitments or, from time to time, to reduce the amount of the Revolving Commitments of any Class; provided that no such termination or reduction (except that if no shall be permitted if, after giving effect thereto and to any prepayments of the Revolving Loans are outstanding hereunder and no Letters or Swingline Loans made on the effective date thereof, the Revolving Extensions of Credit are issued and outstanding hereunder or the effectiveness under such Class of a new credit facility for the Borrower is conditioned on the termination Revolving Commitments of this Agreement, any notice terminating the Aggregate Commitments may be received on the date Revolving Lender would exceed such Revolving Lender’s Revolving Commitment of termination), (ii) any such Class. Any such partial reduction shall be in an aggregate amount of equal to $5,000,000 10,000,000, or any a whole multiple of $1,000,000 in excess thereof, shall reduce permanently the Revolving Commitments then in effect and (iii) the Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments; provided that the Borrower may terminate the Aggregate Commitments if all Loans have been paid in full, the Borrower has Cash Collateralized, or provided other support acceptable to the applicable L/C Issuer(s) for, all outstanding Letters of Credit, and there are no outstanding L/C Borrowings. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to reduce the Revolving Commitments of any Class as the Borrower may designate, but in any event, in the case of Revolving Commitments with the same Revolving Termination Date, on a pro rata basis among such Revolving Commitments based on the respective amount of such Revolving Commitments of each Revolving Lender. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable, provided that such notice may state that it is conditioned upon the effectiveness of other credit facilities (including under this Agreement) or incurrence of other Indebtedness, the consummation of a particular Disposition, the occurrence of a change of control or other event), in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. (b) The Term A-4 Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid will terminate on the effective date Amendment No. 1 Effective Date immediately upon the funding of such termination.Lender’s Term A-4 Loan thereunder.(c) The Term B-1 Additional Commitment of each Lender will terminate on the Amendment No. 1 Effective Date immediately upon the funding of such Lender’s Term B-1 Loan thereunder. (dc) The Term B-2 Additional Commitment of each Lender will terminate on the Amendment No. 1 Effective Date immediately upon the funding of such Lender’s Term B-2 Loan thereunder. (d) The Term A-5 Additional Commitment of each Lender will terminate on the Amendment No. 2 Effective Date immediately upon the funding of such Lender’s Term A-5 Loan thereunder. (e) The Term A-6 Commitment of each Lender will terminate on the Amendment No. 2 Effective Date immediately upon the funding of such Lender’s Term A-6 Loan thereunder. - 60-

Termination or Reduction of Commitments. Unless previously terminated, the Commitments shall terminate on the Maturity Date. The Borrower may, upon written notice to the Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (ia) any such notice shall must be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m., New York City time, three (3) Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination)reduction, (iib) any such partial reduction shall will be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iiic) the Borrower shall will not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments; provided that , unless the Borrower may terminate Total Outstandings consist solely of the Aggregate Commitments if all Loans have been paid in full, Outstanding Amount of L/C Obligations and the Borrower has concurrently Cash Collateralized, or provided other support acceptable to Collateralized the applicable Outstanding Amount of L/C Issuer(sObligations and (d) forif, all outstanding Letters of Credit, and there are no outstanding L/C Borrowings. The Administrative Agent will promptly notify the Lenders of after giving effect to any such notice of termination or reduction of the Aggregate Commitments, the Alternative Currency Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such sublimit shall automatically be reduced by the amount of such excess. Each notice delivered by the Borrower pursuant to this Section 2.07 shall be irrevocable; provided that a notice of termination of the Aggregate Commitments delivered by the Borrower may state that such notice is conditioned upon the occurrence of one 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 date of termination) if such condition is not satisfied and, in the case of such revocation, such termination will not be effective. Promptly following receipt of any notice pursuant to Section 2.07, the Administrative Agent will notify the Lenders of the details thereof. Any partial reduction of the Aggregate Commitments shall will be applied to the Commitment of each Lender according to its Applicable Percentage. Any termination or reduction of the Commitments shall be permanent. All fees Unused Commitment Fees accrued until through the effective date of any termination or reduction of the Aggregate Commitments (in the case of any reduction, in respect of the aggregate amount of the Commitments subject to such reduction) shall be paid payable on the effective date of such terminationtermination or reduction. Except as otherwise set forth above, the amount of any such Aggregate Commitment reduction will not be applied to the Alternative Currency Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrower.

Termination or Reduction of Commitments. The Borrower may, upon Upon at least two Business Days’ prior written notice to the Administrative AgentAgent (or such shorter period of time as agreed to by the Administrative Agent in its reasonable discretion), the Lead Borrower shall have the right, without premium or penalty, on any day, to permanently terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate CommitmentsCommitments of any Class in whole or in part; provided that (i) any such notice reduction shall apply proportionately and permanently to reduce the Commitment of each of the Lenders of any applicable Class, except that notwithstanding the foregoing, in connection with the establishment on any date of any Extended Commitments pursuant to SECTION 2.27, the Commitments of any one or more Lenders providing any such Extended Commitments on such date shall be received by the Administrative Agent not later than 1:00 p.m. three Business Days prior reduced in an amount equal to the amount of Commitments of such Lender so extended on such date (provided that, after giving effect to any such reduction and to the repayment of termination or reduction (except that if no any Revolving Loans are outstanding hereunder and no Letters made on such date, the Credit Exposure of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of terminationsuch Lender does not exceed such Lender’s Commitment), (ii) any such partial reduction pursuant to this Section 2.15(a) shall be in an aggregate amount of at least $5,000,000 or any whole multiple of $1,000,000 in excess thereof1,000,000, and (iii) the Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto to such termination or reduction and to any concurrent prepayments hereunderof the Revolving Loans made on the date thereof in accordance with this Agreement, the Total Outstandings would aggregate amount of the Lenders’ Credit Exposures shall not exceed the Aggregate Commitments; provided that Total Commitments and the Borrower may terminate aggregate amount of the Aggregate Commitments if all Loans have been paid Lenders’ Credit Exposures in full, respect of any Class shall not exceed the Borrower has Cash Collateralized, or provided other support acceptable aggregate Commitment of such Class. The Borrowers shall pay to the applicable L/C Issuer(s) for, all outstanding Letters of Credit, and there are no outstanding L/C Borrowings. The Administrative Agent will promptly notify for application as provided herein, (1) at the Lenders effective time of any such notice of termination or reduction of (but not any partial reduction), all earned and unpaid fees under the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Applicable Percentage. All fees Fee Letter and all Unused Fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination.74

Termination or Reduction of Commitments. The Borrower Borrowers --------------------------------------- may, upon at least three Business Days' notice to the Administrative Agent, (i) terminate the Aggregate CommitmentsCommitments at any time, if no Lender has any Outstanding Tranche A Amount or Outstanding Tranche B Amount, respectively, after such termination, or (ii) ratably reduce the Tranche A Commitments or Tranche B Commitments from time to time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. three Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination), (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole larger multiple of $1,000,000 in excess thereof, and (iii) the Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments1,000,000; provided that the Borrower may terminate the Aggregate Commitments if all Loans have been paid in fullimmediately after such reduction no Lender's Outstanding Tranche A Amount or Outstanding Tranche B Amount shall exceed its Tranche A Commitment or Tranche B Commitment, respectively, as so reduced. Unless previously terminated, the Borrower has Cash Collateralized, Commitments shall terminate in their entirety on the Commitment Termination Date. Once reduced or provided other support acceptable terminated the Commitments may not be reinstated. The Borrowers' notice to the applicable L/C Issuer(sAdministrative Agent shall designate the date (which shall be a Business Day) forof such termination or reduction, all outstanding Letters of Creditwhether the Tranche A Commitments or the Tranche B Commitments are to be terminated or reduced, and there are no outstanding L/C Borrowings. The Administrative Agent will promptly notify the Lenders amount of any partial reduction of the Tranche A Commitments or the Tranche B Commitments, and such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Tranche A Commitments or Tranche B Commitments shall be effective on the date specified in the Borrowers' notice and shall be applied ratably to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until Tranche A Commitments or Tranche B Commitments (as specified by the effective date of any termination Borrowers in such notice), respectively, of the Aggregate Commitments shall be paid on the effective date of such terminationseveral Lenders.

Termination or Reduction of Commitments. The Borrower Co-Borrowers may, upon notice to the Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. three Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination)reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000.00 or any whole multiple of $1,000,000 1,000,000.00 in excess thereof, and (iii) the Borrower Co-Borrowers shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments; provided that the Borrower may terminate , and (iv) if, after giving effect to any reduction of the Aggregate Commitments if all Loans have been paid in fullCommitments, the Borrower has Cash CollateralizedLetter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, or provided other support acceptable to such Sublimit shall be automatically reduced by the applicable L/C Issuer(s) for, all outstanding Letters amount of Credit, and there are no outstanding L/C Borrowingssuch excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination. A notice of termination delivered by Co-Borrowers may state that such notice is conditioned upon the effectiveness of other credit facilities in which case such notice may be revoked by Co-Borrowers (by notice to Administrative Agent on or prior to the specified effective date) if such condition is not satisfied and so long as Co-Borrowers shall have paid any amounts required to be paid to Administrative Agent, L/C Issuer or any Lender pursuant to this Agreement in connection with such notice of prepayment.

Termination or Reduction of Commitments. The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Revolving Commitments, or from time to time permanently reduce the Aggregate Revolving Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. three Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination)reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrower shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments, and (iv) if, after giving effect to any reduction of the Aggregate Revolving Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Commitments, such Letter of Credit Sublimit or such Swing Line Sublimit shall be automatically reduced by the amount of such excess; provided further that, a notice of termination of the Aggregate Revolving Commitments may state that such notice is conditioned upon the effectiveness of other credit facilities or any incurrence or issuance of debt or equity or the occurrence of any other transaction, in which case such notice may be revoked by the Borrower may terminate the Aggregate Commitments if all Loans have been paid in full, the Borrower has Cash Collateralized, or provided other support acceptable (by notice to the applicable L/C Issuer(sAdministrative Agent on or prior to the specified effective date) for, all outstanding Letters of Credit, and there are no outstanding L/C Borrowingsif such condition is not satisfied. The Administrative Agent will promptly notify the Revolving Lenders of any such notice of termination or reduction of the Aggregate Revolving Commitments. Any reduction of the Aggregate Revolving Commitments shall be applied to the Revolving Commitment of each Revolving Lender according to its Applicable PercentagePro Rata Share. All commitment fees accrued until the effective date of any termination of the Aggregate Revolving Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. The Borrower maymay at any time and from time to time, without penalty or premium (except as provided in Article III and with respect to breakage of Eurodollar Rate Loans), upon notice to the Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. three 11:00 a.m. five (5) Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination)reduction, (ii) any such partial reduction shall be in an aggregate amount of Five Million Dollars ($5,000,000 5,000,000) or any whole multiple of One Million Dollars ($1,000,000 1,000,000) in excess thereof, and (iii) the Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments; provided that the Borrower may terminate , and (iv) if, after giving effect to any reduction of the Aggregate Commitments if all Loans have been paid in fullCommitments, the Borrower has Cash Collateralized, or provided other support acceptable to the applicable L/C Issuer(s) forSublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, all outstanding Letters such Sublimit shall be automatically reduced by the amount of Credit, and there are no outstanding L/C Borrowingssuch excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination. The Agent and each Lender party hereto hereby waive the requirements set forth in the first sentence of Section 2.06(a) of the Existing Credit Agreement with respect to the reduction of the Aggregate Commitments occurring on the Closing Date (including, for the avoidance of doubt, the requirement that Borrower deliver a notice with respect thereto).

Termination or Reduction of Commitments. The Borrower Borrowers may, upon notice to the Administrative Agent, terminate the Aggregate Total WC Revolver Commitments, the Total Revolver Commitments and/or the Total Acquisition Commitments, as the case may be, or from time to time permanently reduce the Aggregate Total WC Revolver Commitments, the Total Revolver Commitments and/or the Total Acquisition Commitments, as the case may be; provided that (i) any such notice (which shall specify which Commitment is being reduced and/or terminated) shall be received by the Administrative Agent not later than 1:00 p.m. three 11:00 a.m. five Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination)reduction, (ii) any such partial reduction (1) of the Total WC Revolver Commitment shall be in an aggregate amount of $5,000,000 $ or any whole multiple of $1,000,000 $ in excess thereof; (2) of the Total Revolver Commitment shall be in an aggregate amount of $ or any whole multiple of $ in excess thereof, and (3) the Total Acquisition Commitment shall be in an aggregate amount of $ or any whole multiple of $ in excess thereof; and (iii) the Borrower Borrowers shall not terminate or reduce the Aggregate Total WC Revolver Commitments, the Total Revolver Commitments and/or the Total Acquisition Commitments, as the case may be, if, after giving effect thereto and to any concurrent prepayments hereunder, the Total WC Revolver Outstandings, Total Revolver Outstandings or Total Acquisition Outstandings, as the case may be, would exceed the Aggregate Commitments; provided that the Borrower may terminate the Aggregate Commitments if all Loans have been paid in fullTotal WC Revolver Commitment, the Borrower has Cash CollateralizedTotal Revolver Commitment or the Total Acquisition Commitment, or provided other support acceptable to the applicable L/C Issuer(s) for, all outstanding Letters of Credit, and there are no outstanding L/C Borrowingsas applicable. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Total WC Revolver Commitments, the Total Revolver Commitments and/or the Total Acquisition Commitments, as the case may be. Any reduction of the Aggregate Total WC Revolver Commitments, the Total Revolver Commitments and/or the Total Acquisition Commitments, as the case may be, shall be applied to the applicable WC Revolver Commitment, the Acquisition Commitment and the Revolver Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Total WC Revolver Commitments, the Total Revolver Commitments and/or the Total Acquisition Commitments, as the case may be, shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. The Borrower Company may, upon notice to the Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (ia) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. three 11:00 a.m. five Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination)reduction, (iib) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iiic) the Borrower Company shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments; provided that the Borrower may terminate , and (d) if, after giving effect to any reduction of the Aggregate Commitments if all Loans have been paid in full, (plus any Cash Collateralization of the Borrower has Cash Collateralized, or provided other support acceptable to the applicable L/C Issuer(s) forObligations hereunder), all outstanding Letters the Letter of Credit, and there are no outstanding Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments (plus any Cash Collateralization of the L/C BorrowingsObligations hereunder), such sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Letter of Credit Sublimit, Swingline Sublimit, or the Aggregate Commitments. Any notice delivered by the Company pursuant to this Section 2.06 may state that such notice is conditioned upon the effectiveness of one or more events specified therein, in which case such notice may be revoked by the Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Dollar Commitments, the Multicurrency Commitments or the Letter of Credit Sublimit, or from time to time permanently reduce the Aggregate Dollar Commitments, the Multicurrency Commitments or the Letter of Credit Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. three 11:00 a.m. five Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters or such shorter period of Credit are issued and outstanding hereunder or time as the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of terminationAdministrative Agent shall reasonably agree), (ii) in the case of a partial reduction, any such notice shall specify the amount of such reduction (if any) to be allocated to the Dollar Commitments, Multicurrency Commitments and/or the Letter of Credit Sublimit hereunder, in each case, (iii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iiiiv) the Borrower shall not terminate or reduce (A) the Aggregate Commitments Revolving Credit Facility if, immediately after giving effect thereto and to any concurrent prepayments hereunder, (1) the Total Outstandings would exceed the Aggregate Revolving Credit Facility, (2) with respect to any termination or reduction of Dollar Commitments; provided that the Borrower may terminate the Aggregate Commitments if all Loans have been paid in full, the Borrower has Cash CollateralizedTotal Dollar Outstandings would exceed the Total Dollar Commitment or (3) with respect to any termination or reduction of Multicurrency Commitments, the Total Multicurrency Outstandings would exceed the Total Multicurrency Commitment, or provided other support acceptable to (B) the applicable Letter of Credit Sublimit, if, immediately after giving effect thereto, the Outstanding Amount of the L/C Issuer(s) for, all outstanding Letters Obligations (including the Dollar Equivalent of Credit, and there are no outstanding any Multicurrency L/C BorrowingsObligations outstanding in a Foreign Currency) not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit. The Administrative Agent will promptly notify the applicable Lenders of any such notice of termination or reduction of the Aggregate Revolving Credit Facility, the Dollar Commitments, the Multicurrency Commitments or the Letter of Credit Sublimit, as applicable. Any reduction of the Aggregate a tranche of Revolving Credit Commitments hereunder shall be applied ratably among the Lenders holding such tranche of Revolving Credit Commitments based on the amount of such Revolving Credit Commitments held by such Lender immediately prior to the Commitment of each Lender according to its Applicable Percentagesuch reduction. All fees in respect of the Revolving Credit Facility accrued until the effective date of any termination of the Aggregate Commitments Revolving Credit Facility or the Letter of Credit Sublimit shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitments, terminate the Tranche A-1 Commitments, the Tranche A-2 Commitments and/or the Tranche B Commitments, or from time to time permanently reduce the Aggregate Commitments and/or permanently reduce the Tranche A-1 Commitments, the Tranche A-2 Commitments and/or the Tranche B Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. three 8:00 a.m. five Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination), (ii) any such partial reduction shall be in an aggregate amount of £5,000,000 or $5,000,000 5,000,000, as applicable, or any whole multiple of £1,000,000 or $1,000,000 1,000,000, as applicable, in excess thereof, and (iii) the Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments; provided that the Borrower may terminate the Aggregate Commitments if all Loans have been paid in full, the Borrower has Cash Collateralized, or provided other support acceptable to the applicable L/C Issuer(s) for, all outstanding Letters of Credit, and there are no outstanding L/C Borrowings. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments and/or the Tranche A-1 Commitments, the Xxxxxxx X- 0 Commitments and/or the Tranche B Commitments, as the case may be. Any reduction of the Aggregate Commitments (and/or the Tranche A-1 Commitments, the Tranche A-2 Commitments and/or the Tranche B Commitments, as the case may be) shall be applied to the Commitment of each Lender according to its Applicable PercentagePercentage of the Aggregate Commitments (and/or the Tranche A-1 Commitments, the Tranche A-2 Commitments and/or the Tranche B Commitments, as the case may be). All fees accrued until the effective date of any termination of the Aggregate Commitments (and/or the Tranche A-1 Commitments, the Tranche A-2 Commitments and/or the Tranche B Commitments, as the case may be) shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. The Borrower Borrowers may, upon notice to the Administrative Agent, terminate the Aggregate Revolver Commitments or the Aggregate WC Commitments, as the case may be, or from time to time permanently reduce the Aggregate Revolver Commitments or Aggregate WC Commitments, as the case may be; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. three 11:00 a.m. five Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination)reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrower Borrowers shall not terminate or reduce the Aggregate Revolver Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolver Outstandings would exceed the Aggregate Revolver Commitments; provided that , and (iv) the Borrower may Borrowers shall not terminate or reduce the Aggregate WC Commitments if all Loans have been paid in fullif, after giving effect thereto and to any concurrent prepayments hereunder, the Borrower has Cash Collateralized, or provided other support acceptable to Total WC Outstandings would exceed the applicable L/C Issuer(s) for, all outstanding Letters of Credit, and there are no outstanding L/C BorrowingsAggregate WC Commitments. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Revolver Commitment or Aggregate WC Commitments, as the case may be. Any reduction of the Aggregate Commitments Revolver Commitment or Aggregate WC Commitments, as applicable shall be applied to the WC Commitment or Revolver Commitment of each Lender Lender, as applicable, according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments Revolver Commitment or Aggregate WC Commitments, as the case may be, shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (ia) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. three 11:00 a.m. five Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination)reduction, (iib) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iiic) the Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments; provided that the Borrower may terminate , and (d) if, after giving effect to any reduction of the Aggregate Commitments if all Loans have been paid in fullCommitments, the Borrower has Cash CollateralizedAlternative Currency Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, or such Sublimit shall be automatically reduced by the amount of such excess. Except as provided other support acceptable in the preceding sentence, the amount of any such Aggregate Commitment reduction shall not be applied to the applicable L/C Issuer(s) for, all outstanding Letters of Credit, and there are no outstanding L/C BorrowingsAlternative Currency Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrower. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination. Notwithstanding anything to the contrary contained herein, a notice of termination of the Aggregate Commitments and the prepayment in full of the Committed Loans in connection therewith may state that such notice is conditioned upon the effectiveness of other credit facilities, and if any notice so states it may be revoked by the Borrower by notice to the Administrative Agent on or prior to the date specified for the termination of the Aggregate Commitments and such prepayment that the refinancing condition has not been met and the termination and prepayment is to be revoked, provided that the Borrower will continue to be responsible for any costs or expenses pursuant to Section 3.05 in connection with the failure to prepay Loans resulting from such revocation.

Termination or Reduction of Commitments. The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. three 12:00 noon five Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination)reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments, and (iv) if, after giving effect to any reduction of the Aggregate Commitments, the Alternative Currency Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such sublimit shall be automatically reduced by the amount of such excess; provided that a notice of termination of the Aggregate Commitments delivered by the Borrower may terminate state that such notice is conditioned upon the Aggregate Commitments if all Loans have been paid effectiveness of other credit facilities or upon the closing of any acquisition or disposition, in full, which case such notice may be revoked by the Borrower has Cash Collateralized, or provided other support acceptable (by written notice to the applicable L/C Issuer(sAdministrative Agent delivered on or prior to the date that is one (1) for, all outstanding Letters of Credit, and there are no outstanding L/C BorrowingsBusiness Day prior to such termination date) if such condition is not satisfied. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. The amount of any such Aggregate Commitment reduction shall not be applied to the Alternative Currency Sublimit or the Letter of Credit Sublimit unless otherwise specified by the Borrower. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. The Borrower may, upon notice (a) Prior to the Administrative AgentDelayed Draw Termination Date, the Borrowers shall have the right to terminate the Aggregate CommitmentsDelayed Draw Term Commitments or, or from time to time permanently time, to reduce the Aggregate amount of the Delayed Draw Term Commitments; provided that (i) any . Any such notice reduction shall be received by in an amount equal to AUD5,000,000, or a whole multiple of AUD1,000,000 in excess thereof, and shall reduce permanently the Delayed Draw Term Commitments then in effect. The Borrowers shall notify the Administrative Agent not later than 1:00 p.m. of any election to terminate or reduce the Delayed Draw Term Commitments under this Section at least three (3) Business Days prior to the effective date of such termination or reduction (except reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrowers pursuant to this Section shall be irrevocable; provided that if no Loans are outstanding hereunder and no Letters a notice of Credit are issued and outstanding hereunder or termination of the Delayed Draw Term Commitments delivered by the Borrowers may state that such notice is conditioned upon the effectiveness of a new other credit facility for the Borrower is conditioned on the termination of this Agreementfacilities, any in which case such notice terminating the Aggregate Commitments may be received on revoked by the date of termination), Borrowers (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments; provided that the Borrower may terminate the Aggregate Commitments if all Loans have been paid in full, the Borrower has Cash Collateralized, or provided other support acceptable by notice to the applicable L/C Issuer(s) for, all outstanding Letters of Credit, and there are no outstanding L/C Borrowings. The Administrative Agent will promptly notify on or prior to the Lenders of any specified effective date) if such notice of condition is not satisfied. Any termination or reduction of the Aggregate CommitmentsDelayed Draw Term Commitments shall be permanent. Any Each reduction of the Aggregate Delayed Draw Term Commitments shall be applied to made ratably among the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such terminationLenders in accordance with their respective Delayed Draw Term Commitments.

Termination or Reduction of Commitments. The Borrower Company may, upon notice to the Administrative AgentAgent (which notice may state that such notice is conditioned upon the consummation of a transaction which is contemplated to result in termination or reduction of the Aggregate Commitments, in which case such notice may be revoked by the Company (by notice to the Administrative Agent on or prior to the specified termination or reduction date) if such condition is not satisfied), terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided provided, that (ia) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. three (3) Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination)reduction, (iib) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iiic) the Borrower Company shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings Outstanding Amount of Revolving Loans, Bid Loans, Swing Line Loans and L/C Obligations would exceed the Aggregate Commitments; provided that the Borrower may terminate Commitments and (d) if, after giving effect to any reduction of the Aggregate Commitments if all Loans have been paid in fullCommitments, the Borrower has Cash CollateralizedAlternative Currency Sublimit, the Bid Loan Sublimit, the Letter of Credit Sublimit or provided other support acceptable to the applicable L/C Issuer(s) forSwing Line Sublimit exceeds the amount of the Aggregate Commitments, all outstanding Letters such Sublimit shall be automatically reduced by the amount of Credit, and there are no outstanding L/C Borrowingssuch excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. The amount of any such Aggregate Commitment reduction shall be applied to the U.S. Dollar Sublimit, Alternative Currency Sublimit, any other Applicable Sublimit and each of the Letter of Credit Sublimits as specified by the Company. Any reduction of the Aggregate 105 Commitments shall be applied to the Commitment of each Revolving Loan Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. three 11:00 a.m. five Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination)reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 1,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrower shall indicate whether such partial reductions apply to Commitments in respect of Committed Loans or 2020 Loans; (iv) the Borrower shall not terminate or reduce the Aggregate Commitments (excluding 2020 Loan Commitments) if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings (excluding 2020 Loans) would exceed the Aggregate Commitments (excluding 2020 Loan Commitments); (v) the Borrower shall not terminate or reduce the 2020 Loan Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings in respect of 2020 Loans would exceed the Aggregate aggregate of the 2020 Loan Commitments; provided that the Borrower may terminate and (vi) if, after giving effect to any reduction of the Aggregate Commitments if all Loans have been paid in full(excluding 2020 Loan Commitments), the Borrower has Cash CollateralizedLetter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments (excluding 2020 Loan Commitments), or provided other support acceptable to such Sublimit shall be automatically reduced by the applicable L/C Issuer(s) for, all outstanding Letters amount of Credit, and there are no outstanding L/C Borrowingssuch excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Applicable PercentagePercentage (giving effect to whether such reduction applies to 2020 Loan Commitments or Commitments in respect of Committed Loans). All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) The Borrower mayshall have the right, upon not less than 15 Business Days' notice to the Administrative Agent, (i) to terminate entirely all of the Aggregate Commitments, Commitments or (ii) from time to time permanently to reduce the Aggregate Commitments; Committed Amount of each of the Senior Facility Lenders, so long as the Completion Guarantee remains in full force and effect and there is no material breach thereunder which has occurred and is Continuing. Any such reduction shall (x) reduce permanently the Aggregate Committed Amount of each of the Senior Facility Lenders and (y) be required to be made pro rata among the Senior Facility Lenders in accordance with their respective Commitment Percentages. The Borrower shall have the right, at its discretion, to allocate the reduction to the Aggregate Committed Amount of the Commercial Banks between their respective Base Committed Amounts and Stand-By Committed Amounts, provided that (i) the same allocation shall be made for each Commercial Bank. Upon any such notice shall be received by the Administrative Agent not later than 1:00 p.m. three Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating in the Aggregate Commitments may be received on Committed Amount of the date of termination)Senior Facility Lenders, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrower shall promptly provide to the Senior Facility Lenders a funding plan which shall show in the Borrower's good faith judgment that it has sufficient resources to pay for the remainder of construction costs for the Sulfide Project, provided, that such funding plan shall be provided for informational purposes only and shall not bind, constitute a condition precedent, or otherwise limit the Borrower's discretion to terminate the Commitments or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments; provided that the Borrower may terminate the Aggregate Commitments if all Loans have been paid in full, the Borrower has Cash Collateralized, or provided other support acceptable to the applicable L/C Issuer(s) for, all outstanding Letters of Credit, and there are no outstanding L/C Borrowings. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction Committed Amount of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of Senior Facility Lenders in any termination of the Aggregate Commitments shall be paid on the effective date of such terminationway.

Termination or Reduction of Commitments. The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. three 11:00 a.m. five Business Days prior to the date of termination or reduction (except provided that, subject to Section 3.05, notwithstanding anything to the contrary contained herein, the Borrower may state that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or such notice is conditioned upon the effectiveness of a new another credit facility for facility, the receipt of net cash proceeds from the issuance of other Indebtedness, the closing of one or more securities offerings or the consummation of any other transaction or the occurrence of some other identifiable event or condition, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified prepayment date) if such condition is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of terminationnot satisfied), (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 25,000,000 or any whole multiple of $1,000,000 5,000,000 in excess thereof, and (iii) the Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments; provided that the Borrower may terminate , and (iv) if, after giving effect to any reduction of the Aggregate Commitments if all Loans have been paid in fullCommitments, the Borrower has Cash CollateralizedLetter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, or provided other support acceptable to such Sublimit shall be automatically reduced by the applicable L/C Issuer(s) for, all outstanding Letters amount of Credit, and there are no outstanding L/C Borrowingssuch excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate CommitmentsCommitments of Revolving Lenders, or from time to time permanently reduce the Aggregate CommitmentsCommitments of Revolving Lenders; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. three 12:00 noon, New York City time, five Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination)reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereofthereof or, in each case, if less, the entire principal amount thereof then outstanding, and (iii) the Borrower shall not terminate or reduce the Aggregate Commitments of Revolving Lenders if, after giving effect thereto and to any concurrent prepayments hereunder, the Dollar Amount of the Total Outstandings would exceed the Aggregate Commitments; provided that the Borrower may terminate the Aggregate Commitments if all Loans have been paid in full, the Borrower has Cash Collateralized, or provided other support acceptable to the applicable L/C Issuer(s) for, all outstanding Letters of Credit, and there are no outstanding L/C BorrowingsRevolving Lenders. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate CommitmentsCommitments of Revolving Lenders. Any reduction of the Aggregate Commitments of Revolving Lenders shall be applied to the Commitment of each Lender according to its Applicable Percentage. All interest and fees accrued until the effective date of any termination of the Aggregate Commitments of Revolving Lenders shall be paid on the effective date of such termination. Each reduction of the Aggregate Commitments of Revolving Lenders shall be made ratably among the Classes in accordance with the percentage which the aggregate amount of Commitments of each Class then constitutes of the Aggregate Commitments of Revolving Lenders then in effect and modified by the Administrative Agent to account for rounding adjustments. Each reduction of the Aggregate Commitments of Revolving Lenders of any Class shall be made ratably among the Lenders within such Class in accordance with their respective Commitments in respect of such Class. For the avoidance of doubt, a notice of termination or reduction of the Aggregate Commitments of Revolving Lenders delivered by the Borrower may state that such notice is conditioned upon the effectiveness of 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. The Term Commitments will terminate on the Closing Date.

Termination or Reduction of Commitments. CANCELLATION OF CAPITAL CORPORATION AS BORROWER. (a) The Borrower mayBorrowers, acting jointly, shall have the right, upon not less than five Business Days' notice to the Administrative Agent, to terminate the Aggregate CommitmentsCommitments or, or from time to time permanently time, reduce the Aggregate amount of the Commitments; provided , PROVIDED that (i) any such notice reduction shall be received accompanied by prepayment of Committed Rate Loans hereunder and/or Committed Linked Loans under the Administrative Agent not later than 1:00 p.m. three Business Days prior Linked Agreement, together with accrued interest on the amount so prepaid to the date of termination or reduction (except such prepayment, to the extent, if any, that if no the aggregate outstanding principal amount of all Loans are outstanding hereunder and no Letters plus the aggregate Equivalent Amount of Credit are issued and outstanding hereunder or all Linked Loans exceeds the effectiveness amount of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination)as then reduced, (ii) any such partial reduction shall be in an aggregate amount accompanied by a reduction of $5,000,000 or any whole multiple the "Commitments" of $1,000,000 in excess thereof, the Linked Lenders under the Linked Agreement to the extent required to cause such "Commitments" not to exceed the Commitments of the Tranche B Banks hereunder and (iii) any such termination of the Borrower Commitments shall not terminate be accompanied by termination of the "Commitments" of the Linked Lenders under the Linked Agreement and prepayment in full of the Loans then outstanding hereunder in accordance with subsection 2.6, and any termination of a Bank's Commitment pursuant to subsection 2.13, 2.16 or reduce 2.17 shall, with respect to each affected Loan, on the Aggregate Commitments iflast day of the applicable Interest Period therefor or, after giving effect thereto and if earlier, on such earlier date as shall be notified by the Borrowers, be accompanied by prepayment in full of such Loan, together with, in each case, accrued interest thereon to the date of such prepayment, the payment of any concurrent prepayments unpaid facility fee then accrued hereunder, and the Total Outstandings would exceed payment of any amounts then payable pursuant to subsections 2.13, 2.14, 2.15 and 2.17. Upon receipt of such notice from the Aggregate Commitments; provided that Borrowers the Borrower may terminate the Aggregate Commitments if all Loans have been paid in full, the Borrower has Cash Collateralized, or provided other support acceptable to the applicable L/C Issuer(s) for, all outstanding Letters of Credit, and there are no outstanding L/C Borrowings. The Administrative Agent will shall promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitmentseach Bank thereof. Any reduction of the Aggregate Commitments pursuant to this subsection 2.5 shall be applied to in an amount not less than $25,000,000, and shall be an amount which is a whole multiple of $5,000,000, and shall reduce permanently the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination amount of the Aggregate Commitments shall be paid on the effective date of such terminationthen in effect.

Termination or Reduction of Commitments. The Borrower BorrowerBorrowers may, upon notice to the Administrative Agent, terminate the Aggregate Revolving Commitments, or from time to time permanently reduce the Aggregate Revolving Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 12:00 p.m. three five Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination)reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrower BorrowerBorrowers shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments; provided that the Borrower may terminate , and (iv) if, after giving effect to any reduction of the Aggregate Commitments if all Loans have been paid in fullRevolving Commitments, the Borrower has Cash CollateralizedLetter of Credit Sublimit or, the Swing Line Dollar Sublimit or provided other support acceptable to the applicable L/C Issuer(s) forSwing Line Canadian Dollar Sublimit exceeds the amount of the Aggregate Revolving Commitments, all outstanding Letters such sublimit shall be automatically reduced by the amount of Credit, and there are no outstanding L/C Borrowingssuch excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Revolving Commitments. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Revolving Commitments shall be paid on the effective date of such termination. Notwithstanding anything to the contrary in this Agreement, the BorrowerBorrowers may terminate Revolving Commitments of any Revolving Credit Facility on a non-pro rata basis with, and without terminating Revolving Commitments under, any other Revolving Credit Facility and may repay Revolving Loans under any Revolving Credit Facility on a non-pro rata basis with, and without repaying the Revolving Loans under, any other Revolving Credit Facility.

Termination or Reduction of Commitments. (a) The Borrower Company may, upon notice to the Administrative Agent, terminate the Aggregate Tranche 1 Commitments, or from time to time permanently reduce the Aggregate Tranche 1 Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. three 11:00 a.m. five Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination)reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrower Company shall not terminate or reduce the Aggregate Tranche 1 Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Tranche 1 Outstandings would exceed the Aggregate Tranche 1 Commitments; provided that the Borrower may terminate , (iv) if, after giving effect to any reduction of the Aggregate Commitments if all Loans have been paid in fullTranche 1 Commitments, the Borrower has Cash CollateralizedLetter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Tranche 1 Commitments, such Sublimit shall be automatically reduced by the amount of such excess, (v) no such reduction or provided termination under any Tranche hereunder shall be permitted unless a reduction or termination is made simultaneously under the other support acceptable Tranche on a pro rata basis, and (vi) any such notice may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Company (by written notice to the applicable L/C Issuer(sAdministrative Agent on or prior to the specified effective date) for, all outstanding Letters of Credit, and there are no outstanding L/C Borrowingsif such condition is not satisfied. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Tranche 1 Commitments. The amount of any such Aggregate Tranche 1 Commitment reduction shall not be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Company. Any reduction of the Aggregate Tranche 1 Commitments shall be applied to the Tranche 1 Commitment of each Tranche 1 Lender according to its Applicable PercentageTranche 1 Percentage (other than a reduction pursuant to Section 2.14(f)). All fees accrued until the effective date of any termination of the Aggregate Tranche 1 Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. three 11:00 a.m. five (5) Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination)reduction, (ii) any such partial reduction shall be in an aggregate amount of Ten Million Dollars ($5,000,000 10,000,000) or any whole multiple of One Million Dollars ($1,000,000 1,000,000) in excess thereof, and (iii) the Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments; provided , and (iv) if, after giving effect to any reduction of the Aggregate Commitments, the Letter of Credit Sublimit exceeds the amount of the Aggregate Commitments, such Sublimit shall be automatically reduced by the amount of such excess. Any notice of termination delivered pursuant to this Section may state that such notice is conditioned upon the occurrence of one or more events specified therein, in which case such notice may be revoked by the Borrower may terminate the Aggregate Commitments if all Loans have been paid in full, the Borrower has Cash Collateralized, or provided other support acceptable (by notice to the applicable L/C Issuer(sAdministrative Agent on or prior to the specified effective date) for, all outstanding Letters of Credit, and there are no outstanding L/C Borrowingsif such condition is not satisfied. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. The Borrower Mxxxxxx-Xxxxxx International on behalf of the Borrowers may, upon notice to the Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. three 11:00 a.m. five Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination)reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 1 million or any whole multiple of $1,000,000 1 million in excess thereof, and (iii) Mxxxxxx-Xxxxxx International on behalf of the Borrower Borrowers shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments; provided that Commitments or the Borrower may terminate Total Outstandings held by the Global Lenders would exceed the difference between the Aggregate Commitments if all Loans have been paid in fullover the portion of the Aggregate Commitments held by the Non-Global Lenders and (iv) if, after giving effect to any reduction of the Aggregate Commitments, the Letter of Credit Sublimit or the Subsidiary Swingline Borrower has Cash CollateralizedSublimit exceeds the difference between the Aggregate Commitments over the portion of the Aggregate Commitments held by the Non-Global Lenders, or provided other support acceptable to such Sublimit shall be automatically reduced by the applicable L/C Issuer(s) for, all outstanding Letters amount of Credit, and there are no outstanding L/C Borrowingsany such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Applicable PercentagePro Rata Share. The amount of any such Aggregate Commitment reduction shall not be applied to the Letter of Credit Sublimit or the Subsidiary Swingline Borrower Sublimit unless otherwise specified by Mxxxxxx-Xxxxxx International on behalf of the Borrowers; provided, if Mxxxxxx-Xxxxxx International so elects a Letter of Credit Sublimit or Subsidiary Swingline Borrower Sublimit reduction, the reduction shall comply with the proviso in the initial sentence of this Section 2.06. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. The Borrower mayshall have the right, upon not less than three Business Days' notice to the Administrative Agent, to (i) terminate the Aggregate CommitmentsRevolving Credit Commitments or, or from time to time permanently time, to reduce the Aggregate aggregate amount of the Revolving Credit Commitments; , provided that (i) any that, no such notice shall be received by the Administrative Agent not later than 1:00 p.m. three Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Revolving Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination), (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrower shall not terminate or reduce the Aggregate Commitments permitted if, after giving effect thereto and to any concurrent prepayments hereunderof the Revolving Credit Loans made on the effective date thereof, the Total Outstandings aggregate principal amount of all Revolving Credit Loans then outstanding would exceed the Aggregate Total Revolving Credit Commitments; provided that the Borrower may , (ii) terminate the Aggregate Term Loan Commitments if all Loans have been paid in fullor, from to time, to reduce the Borrower has Cash Collateralized, aggregate amount of the Term Loan Commitments or provided other support acceptable to (iii) terminate the applicable L/C Issuer(s) forCommitment or, all outstanding Letters from time to time, to reduce the amount of Credit, and there are no outstanding the L/C Borrowings. The Administrative Agent will promptly notify the Lenders of any Commitment, provided that, no such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments L/C Commitment shall be applied permitted if, after giving effect thereto and to the Commitment any cancellation of each Lender according to its Applicable Percentage. All fees accrued until the effective date Letters of any termination of the Aggregate Commitments shall be paid Credit made on the effective date thereof, the aggregate amount of the L/C Obligations then outstanding would exceed the L/C Commitment. Any such terminationreduction shall be in an amount equal to $1,000,000, or a whole multiple thereof, and shall reduce permanently the Revolving Credit Commitments, the Term Loan Commitments or the L/C Commitments, as the case may be, then in effect. Any such termination shall permanently terminate the Revolving Credit Commitments, the Term Loan Commitments or the L/C Commitments, as the case may be, then in effect. The Term Loan Commitments shall be permanently terminated automatically on the last day of the Term Loan Commitment Period.

Termination or Reduction of Commitments. The Borrower Company may, at its discretion, and upon notice to the Administrative Agent, on any date terminate the Aggregate Commitments, Commitments or from time to time time, permanently reduce the Aggregate Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. three 11:00 a.m. five Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination)reduction, (ii) any such partial reduction shall be in an aggregate amount of at least $5,000,000 or any whole multiple 1,000,000 and in multiples of $1,000,000 500,000 in excess thereofthereof or, and if less, the entire Aggregate Commitments (iii) the Borrower Company shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments; provided that the Borrower may terminate . Each optional termination of the Aggregate Commitments if all Loans have been paid shall be allocated between the Class A Loan Commitment and Class A-1 Loan Commitment at the election of the Borrower; provided, however, that in full, no event may the Borrower has Cash Collateralized, effect a termination of the Class A-1 Loan Commitment in whole or provided other support acceptable to in part that would result in a Class A-1 Loan Fraction that is lower than the applicable L/C Issuer(s) for, all outstanding Letters Class A-1 Loan Fraction as of Credit, and there are no outstanding L/C Borrowingsthe Closing Date. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction termination of the Aggregate Commitments Class A Loan Commitment shall be applied to the Class A Loan Commitment of each Lender Lender, and any termination of the Class A-1 Loan Commitment shall be applied to the Class A-1 Loan Commitment of each Lender, in each case, according to its Applicable Loan Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination. Notwithstanding anything herein to the contrary, the Borrower may rescind any such notice not later than 1:00 p.m. on the Business Day before such termination was scheduled to take place if such termination would have resulted from a refinancing of the Commitments, which refinancing will not be consummated or will otherwise be delayed.

Termination or Reduction of Commitments. The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (ia) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. three 11:00 a.m. five Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination)reduction, (iib) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000, or any whole multiple of $1,000,000 in excess thereof, and (iiic) the Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, (i) the Total Outstandings would exceed the Aggregate Commitments; provided that Commitments or (ii) the Borrower may terminate Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit after giving effect to such proposed reduction of the Aggregate Commitments if all Loans have been paid in fullCommitments, and (d) if, after giving effect to any reduction of the Aggregate Commitments, the Borrower has Cash CollateralizedLetter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, or provided other support acceptable to such sublimit shall be automatically reduced by the applicable L/C Issuer(s) for, all outstanding Letters amount of Credit, and there are no outstanding L/C Borrowingssuch excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied pro rata between the Existing Tranche and the Extended Tranche and shall be applied to the Commitment of each Lender according to its Applicable Percentage; provided, however, that the Borrower may elect to terminate or reduce the Commitments under the Existing Tranche without terminating or reducing the Commitments under the Extended Tranche, in which case, such reduction of Commitments shall be applied to the Commitment of each Existing Tranche Lender according to the percentage of the Commitments under the Existing Tranche represented by such Existing Tranche Lender’s Commitment at such time. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such terminationtermination of the Aggregate Commitments, and all fees accrued with respect to the Existing Tranche until the effective date of any termination of the Commitments under the Existing Tranche shall be paid on the effective date of such termination of the Commitments under the Existing Tranche.

Termination or Reduction of Commitments. The Borrower mayshall have the right, upon not less than three (3) Business Days’ notice to the Administrative Agent, to terminate the Aggregate CommitmentsTotal Revolving Commitment or, or from time to time permanently time, to reduce the Aggregate Commitmentsamount of the Total Revolving Commitment; provided that (i) any no such notice shall be received by the Administrative Agent not later than 1:00 p.m. three Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination), (ii) any such partial reduction Total Revolving Commitment shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrower shall not terminate or reduce the Aggregate Commitments permitted if, after giving effect thereto and to any concurrent prepayments hereunderof the Revolving Loans and Swingline Loans made on the effective date thereof, the Total Outstandings Revolving Extensions of Credit would exceed the Aggregate Commitmentslesser of (A) the Total Revolving Commitments then in effect, and (B) during a Borrowing Base Period, the Borrowing Base then in effect. Any such reduction shall be in an amount equal to $1,000,000, or a whole multiple thereof, and shall reduce permanently the Total Revolving Commitment then in effect; provided further, if in connection with any such reduction or termination of the Revolving Commitments a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.17. The Total L/C Commitment shall automatically reduce by an amount equal to any reduction in the Total Revolving Commitment pursuant to this Section 2.7. In addition to the foregoing, the Borrower shall have the right, upon not less than three (3) Business Days’ notice to the Administrative Agent, to terminate the Total L/C Commitment or, from time to time, to reduce the amount of the Total L/C Commitment; provided that the Borrower may terminate the Aggregate Commitments if all Loans have been paid in full, the Borrower has Cash Collateralized, or provided other support acceptable to the applicable L/C Issuer(s) for, all outstanding Letters of Credit, and there are no outstanding L/C Borrowings. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of Total L/C Commitment shall be permitted if, after giving effect thereto, the Aggregate Total L/C Commitments shall be applied reduced to an amount that would result in the aggregate L/C Exposure exceeding the Total L/C Commitments (as so reduced). Any such reduction shall be in an amount equal to $1,000,000, or a whole multiple thereof, and shall reduce permanently the Total L/C Commitment of each Lender according to its Applicable Percentagethen in effect. All fees accrued until the effective date Upon receipt of any termination of such notices, the Aggregate Commitments Administrative Agent shall be paid on the effective date of such terminationpromptly notify each relevant Lender thereof.

Termination or Reduction of Commitments. The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Revolving Credit Commitments, or from time to time permanently reduce the Aggregate Revolving Credit Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 2:00 p.m. three Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination)reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrower shall not terminate or reduce the Aggregate Revolving Credit Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings aggregate Revolving Credit Exposure would exceed the Aggregate Commitments; provided that the Borrower may terminate the Aggregate Commitments if all Loans have been paid in full, the Borrower has Cash Collateralized, or provided other support acceptable to the applicable L/C Issuer(s) for, all outstanding Letters of Credit, and there are no outstanding L/C Borrowings. The Administrative Agent will promptly notify the Revolving Credit Lenders of any such notice of termination or reduction of the Aggregate Revolving Credit Commitments. Any reduction of the Aggregate Commitments shall be applied to the Revolving Credit Commitment of each Revolving Credit Lender according to its Applicable PercentagePro Rata Share. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination. Notwithstanding anything herein to the contrary, the Borrower may rescind any notice of termination of Revolving Credit Commitments under this Section 2.10 not later than 1:00 p.m. on the Business Day before such termination was scheduled to take place if such termination would have resulted from a refinancing of the Aggregate Commitments, which refinancing shall not be consummated or shall otherwise be delayed. Unless previously terminated, the Initial Term Commitments shall terminate at 5:00 p.m., New York City time, on the Effective Date. The Borrower may, upon notice to the Administrative Agent, terminate or permanently reduce the Revolving Credit Commitments of any Impacted Lender in whole or in part, if no Revolving Loans are then outstanding to the extent the aggregate remaining Revolving Credit Commitments would be at least equal to the aggregate Revolving Credit Exposure.

Termination or Reduction of Commitments. The Borrower Company may, upon notice to the Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. three Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination)reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 3,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrower Company shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments; provided that the Borrower may terminate , and (iv) if, after giving effect to any reduction of the Aggregate Commitments if all Loans have been paid in fullCommitments, the Alternative Currency Sublimit, the Bid Loan Sublimit, the Letter of Credit Sublimit, the Swing Line Sublimit or the Designated Borrower has Cash CollateralizedSublimit exceeds the amount of the Aggregate Commitments, or provided other support acceptable to such Sublimit shall be automatically reduced by the applicable L/C Issuer(s) for, all outstanding Letters amount of Credit, and there are no outstanding L/C Borrowingssuch excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. The amount of any such Aggregate Commitment reduction shall not be applied to the Alternative Currency Sublimit, the Letter of Credit Sublimit or the Designated Borrower Sublimit unless otherwise specified by the Company. The Company may from time to time, upon not less than three Business Days’ notice from the Company to the Administrative Agent (or such shorter period as may be agreed by the Administrative Agent in its sole discretion), reduce the Designated Borrower Sublimit by $50,000,000 or any whole multiple thereof, without any corresponding reduction in the Aggregate Commitments; provided that such reduction shall only be permitted if, after giving effect thereto, the outstanding Loans payable by the Designated Borrowers do not exceed the Designated Borrower Sublimit as so reduced. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit, or from time to time permanently reduce the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. three noon five Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination)reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, thereof and (iii) the Borrower shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments; provided that , (B) the Borrower may terminate the Aggregate Commitments if all Loans have been paid in fullLetter of Credit Sublimit if, after giving effect thereto, the Borrower has Cash Collateralized, or provided other support acceptable to the applicable Outstanding Amount of L/C Issuer(sObligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit or (C) forthe Swing Line Sublimit if, all outstanding Letters after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Credit, and there are no outstanding L/C BorrowingsSwing Line Loans would exceed the Swing Line Sublimit. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Letter of Credit Sublimit, the Swing Line Sublimit or the Aggregate CommitmentsCommitments under this Section 2.06. Any Upon any reduction of the Aggregate Commitments shall be applied to Commitments, the Commitment of each Lender according to its shall be reduced by such Lender’s Applicable PercentagePercentage of such reduction amount. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination. Any such notice of termination or reduction of commitments pursuant to this Section 2.06 may state that it is conditioned upon the occurrence of any event specified therein (including 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 satisfied.

Termination or Reduction of Commitments. The Borrower Company may, upon notice to the Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. three Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination)reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrower Company shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments; provided that the Borrower may terminate , and (iv) if, after giving effect to any reduction of the Aggregate Commitments if all Loans have been paid in fullCommitments, the Alternative Currency Sublimit, the Letter of Credit Sublimit, the Swing Line Sublimit or the Designated Borrower has Cash CollateralizedSublimit exceeds the amount of the Aggregate Commitments, or provided other support acceptable to the applicable L/C Issuer(s) for, all outstanding Letters sublimit shall be automatically reduced by the amount of Credit, and there are no outstanding L/C Borrowingssuch excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. The amount of any such Aggregate Commitment reduction shall not be applied to the Alternative Currency Sublimit, the Letter of Credit Sublimit or the Designated Borrower Sublimit unless otherwise specified by the Company. The Company may from time to time, upon not less than three Business Days’ notice from the Company to the Administrative Agent (or such shorter period as may be agreed by the Administrative Agent in its sole discretion), reduce the Designated Borrower Sublimit by $50,000,000 or any whole multiple thereof, without any corresponding reduction in the Aggregate Commitments; provided that such reduction shall only be permitted if, after giving effect thereto, the outstanding Loans payable by the Designated Borrowers do not exceed the Designated Borrower Sublimit as so reduced. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination. Notwithstanding anything to the contrary contained in this Agreement, any such notice of the termination of all of the Aggregate Commitments, may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Company (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.

Termination or Reduction of Commitments. (a) Concurrently with the Borrowing of any Term A-1 Loans on any Borrowing Date, the Term A-1 Commitment of each Term A-1 Lender will be permanently reduced on a dollar-for-dollar basis by the principal amount of Term A-1 Loans made by such Term A-1 Lender on such Borrowing Date. Concurrently with the Borrowing of any Term A-2 Loans on any Borrowing Date, the Term A-2 Commitment of each Term A-2 Lender will be permanently reduced on a dollar-for-dollar basis by the principal amount of Term A-2 Loans made by such Term A-2 Lender on such Borrowing Date. Concurrently with the Borrowing of the Term A-3 Loans on the Second Amendment Effective Date, the Term A-3 Commitment of each Term A-3 Lender will be permanently reduced to zero and be terminated. (b) Unless previously terminated, (i) the Aggregate Term A-1 Commitments will terminate in full at 5:00 p.m. on the last day of the Availability Period with respect to the Term A-1 Facility and (ii) the Aggregate Term A-2 Commitments will terminate in full at 5:00 p.m. on the last day of the Availability Period with respect to the Term A-2 Facility. (c) The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Term A-1 Commitments or the Aggregate Term A- 2 Commitments, or from time to time permanently reduce the Aggregate Term A-1 Commitments or the Aggregate Term A-2 Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. three 12:00 Noon five (5) Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder reduction, and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination), (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof. Each such notice of termination shall specify such election to terminate, the relevant Class(es) of Commitments to be terminated, and (iii) the Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments; provided that the Borrower may terminate the Aggregate Commitments if all Loans have been paid in full, the Borrower has Cash Collateralized, or provided other support acceptable to the applicable L/C Issuer(s) for, all outstanding Letters of Credit, and there are no outstanding L/C Borrowingseffective date thereof. The Administrative Agent will promptly notify the Lenders of the relevant Class(es) of any such notice of termination or reduction of Commitments of such Class(es). A notice delivered by the Aggregate CommitmentsBorrower pursuant to this Section 2.07(c) may state that such notice is conditioned upon an event, such as the effectiveness of other credit facilities, the receipt of the proceeds from the issuance of Equity Interests or other Indebtedness or the receipt of the proceeds from a Disposition, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. (d) Any reduction of the Aggregate Term A-1 Commitments pursuant to Section 2.07(b) or (c) shall be applied to the Term A-1 Commitment of each Lender according to its Applicable PercentagePercentage of the Term A-1 Facility. All fees accrued until the effective date of any termination Any reduction of the Aggregate Term A-2 Commitments pursuant to Section 2.07(b) or (c) shall be paid on applied to the effective date Term A-2 Commitment of such termination.each Lender according to its Applicable Percentage of the Term A-2

Termination or Reduction of Commitments. (a) The Borrower Company may, upon notice to the Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. three 9:00 a.m. five Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination)reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrower Company shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings plus the Alternative Currency Reserve (if any) would exceed the Aggregate Commitments; provided that the Borrower may terminate , and (iv) if, after giving effect to any reduction of the Aggregate Commitments if all Loans have been paid in fullCommitments, the Borrower has Cash CollateralizedFLOC Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, or provided other support acceptable to such Sublimit shall be automatically reduced by the applicable L/C Issuer(s) for, all outstanding Letters amount of Credit, and there are no outstanding L/C Borrowingssuch excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. The amount of any such Aggregate Commitment reduction shall not be applied to the FLOC Sublimit unless otherwise specified by the Company. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Applicable Percentage. Any notice of termination or reduction of commitments, and any corresponding notice of prepayment, may state that it is conditioned upon the effectiveness of other credit facilities or the incurrence of other Indebtedness, the consummation of a particular Disposition or the occurrence of a Change of Control, in which case such notice may be revoked (by notice to the Administrative Agent on or prior to the specified prepayment date) if such condition is not satisfied. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. The Borrower Company may, upon notice to the Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. three Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination)reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrower Company shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments; provided that the Borrower may terminate , and (iv) if, after giving effect to any reduction of the Aggregate Commitments if all Loans have been paid in fullCommitments, the Alternative Currency Sublimit, the Letter of Credit Sublimit, the Swing Line Sublimit or the Designated Borrower has Cash CollateralizedSublimit exceeds the amount of the Aggregate Commitments, or provided other support acceptable to the applicable L/C Issuer(s) for, all outstanding Letters Sublimit shall be automatically reduced by the amount of Credit, and there are no outstanding L/C Borrowingssuch excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. The amount of any such Aggregate Commitment reduction shall not be applied to the Alternative Currency Sublimit, the Letter of Credit Sublimit or the Designated Borrower Sublimit unless otherwise specified by the Company. The Company may from time to time, upon not less than three Business Days’ notice from the Company to the Administrative Agent (or such shorter period as may be agreed by the Administrative Agent in its sole discretion), reduce the Designated Borrower Sublimit by $50,000,000 or any whole multiple thereof, without any corresponding reduction in the Aggregate Commitments; provided that such reduction shall only be permitted if, after giving effect thereto, the outstanding Loans payable by the Designated Borrowers do not exceed the Designated Borrower Sublimit as so reduced. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination. Notwithstanding anything to the contrary contained in this Agreement, any such notice of the termination of all of the Aggregate Commitments, may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Company (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.

Termination or Reduction of Commitments. The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. three 11:00 a.m. five Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for reduction, provided, however, the Borrower is conditioned on may revoke such notice prior to the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the scheduled date of termination)termination or reduction, (ii) such notice shall state whether the termination or reduction relates to Committed Revolving Loans or Term Loans, (iii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iiiiv) the Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments; provided that the Borrower may terminate , and (v) if, after giving effect to any reduction of the Aggregate Commitments if all Loans have been paid in fullrespect of Committed Revolving Loans, the Borrower has Cash CollateralizedLetter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments in respect of Committed Revolving Loans, or provided other support acceptable to such Sublimit shall be automatically reduced by the applicable L/C Issuer(s) for, all outstanding Letters amount of Credit, and there are no outstanding L/C Borrowingssuch excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Applicable PercentagePercentage in respect of Committed Revolving Loans or Term Loans, as applicable. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently irrevocably reduce the Aggregate Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 3:00 p.m. three Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination)reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings Outstanding Amount would exceed the Aggregate Commitments; provided that the Borrower may terminate the Aggregate Commitments if all Loans have been paid in full, the Borrower has Cash Collateralized, or provided other support acceptable to the applicable L/C Issuer(s) for, all outstanding Letters of Credit, and there are no outstanding L/C Borrowings. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any such notice terminating the Commitments in whole in connection with a refinancing of all Obligations hereunder may state that it is conditioned on 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 before the specified effective date) if such condition is not satisfied, in which case such termination of the Commitments shall not occur. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Applicable Commitment Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. The Borrower Company may, upon notice to the Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. three Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination)reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrower Company shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments; provided that the Borrower may terminate , and (iv) if, after giving effect to any reduction of the Aggregate Commitments if all Loans have been paid in fullCommitments, the Alternative Currency Sublimit, the Letter of Credit Sublimit, the Swing Line Sublimit or the Designated Borrower has Cash CollateralizedSublimit exceeds the amount of the Aggregate Commitments, or provided other support acceptable to the applicable L/C Issuer(s) for, all outstanding Letters Sublimit shall be automatically reduced by the amount of Credit, and there are no outstanding L/C Borrowingssuch excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. The amount of any such Aggregate Commitment reduction shall not be applied to the Alternative Currency Sublimit, the Letter of Credit Sublimit or the Designated Borrower Sublimit unless otherwise specified by the Company. The Company may from time to time, upon not less than three Business Days’ notice from the Company to the Administrative Agent (or such shorter period as may be agreed by the Administrative Agent in its sole discretion), reduce the Designated Borrower Sublimit by $50,000,000 or any whole multiple thereof, without any corresponding reduction in the Aggregate Commitments; provided that such reduction shall only be permitted if, after giving effect thereto, the outstanding Loans payable by the Designated Borrowers do not exceed the Designated Borrower Sublimit as so reduced. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) The Borrower mayshall have the right, upon not less than three Business Days' notice to the Administrative AgentAgent and subject to the provisions of this subsection, to terminate the Aggregate Commitmentsor, or from time to time time, permanently reduce the Aggregate Peak Period Commitments or the Non-Peak Period Commitments; provided that . Any termination of the Commitments shall be accompanied by (i) prepayment in full of the Loans and L/C Obligations constituting drawings under any such notice shall be received by the Administrative Agent Letter of Credit which has not later than 1:00 p.m. three Business Days prior then been reimbursed and (ii)(A) replacement of any then unexpired Letter of Credit and return thereof to the date of termination Issuing Bank undrawn and marked "canceled" or reduction (except B) to the extent that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination), (ii) unable to replace any such partial reduction shall be in an aggregate amount Letter of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunderCredit, the Total Outstandings would exceed deposit of funds into the Aggregate Commitments; provided that the Borrower may terminate the Aggregate Commitments if all Loans have been paid in full, the Borrower has Cash Collateralized, or provided other support acceptable to the applicable L/C Issuer(s) for, all outstanding Letters Cash Collateral Account until such Letter of Credit has been cash collateralized in an amount equal to 105% of the face amount of such Letter of Credit. Upon (but only upon) termination of the Commitments, any Letter of Credit then outstanding which has been so cash collateralized shall no longer be considered a "Letter of Credit" as defined in subsection 1.1 and there are no outstanding any L/C Borrowings. The Administrative Agent will promptly notify Participating Interests granted by the Issuing Bank to the Lenders in such Letter of Credit pursuant to subsection 3.4(a) shall be deemed terminated (subject to automatic reinstatement in the event that such cash collateral is returned and the Issuing Bank is not fully reimbursed for any such L/C Obligations) but the Letter of Credit fees payable under subsection 3.3 shall continue to accrue to the Issuing Bank (or, the Issuing Bank and the Lenders in the event of any such notice automatic reinstatement, as provided in subsection 3.3) with respect to such Letter of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Applicable Percentage. All fees accrued Credit until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such terminationexpiry thereof.