Common use of Termination or Reduction of Commitments Clause in Contracts

Termination or Reduction of Commitments. The Borrowers may, upon notice to the Administrative Agent, terminate the Aggregate Commitments and this Agreement, or from time to time permanently reduce the Aggregate Commitments under this Agreement; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrowers shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayment and/or Cash Collateralization hereunder, the Total Outstandings would exceed 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 Pro 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. (a) The Borrowers may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Commitments and this AgreementCommitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Commitments under this AgreementCommitments, 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 11:00 a.m. three five Business Days prior to the date of any such termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrowers shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayment and/or Cash Collateralization prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments. , (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. (b) If, after giving effect to any reduction of the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Letter of Credit Sublimit or Swing Line Sublimit shall be automatically reduced by the amount of such excess. (c) 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 Pro Rata Share; provided that, during any period in which a Lender is a Defaulting shall be reduced by such Lender, the Borrowers may (in their discretion) apply all or any portion to be specified by the Borrowers ’s Applicable Percentage of any optional such 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 Sharesamount. All fees (including, without limitation, Commitment Fees, Early Termination Fees, and Letter of Credit Fees) and interest in respect of the Aggregate Commitments 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 Borrowers Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitments and this AgreementRevolving Credit Commitments, or from time to time permanently reduce the Aggregate Commitments under this AgreementRevolving Credit Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 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 Borrowers Borrower shall not terminate or reduce the Aggregate Revolving Credit Commitments if, after giving effect thereto and to any concurrent prepayment and/or Cash Collateralization prepayments hereunder, the Total Revolving Outstandings would exceed the Aggregate Revolving Credit Commitments, and (iv) if, after giving effect to any reduction of the Aggregate Revolving Credit Commitments, the Alternative Currency Sublimit, the Letter of Credit - BA Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit Commitments, 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 Aggregate Revolving Credit Commitments. The amount of any such Aggregate Revolving Credit 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 Revolving Credit Commitments shall be applied to the Revolving Credit Commitment of each Revolving Lender according to its Pro Rata Revolving 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 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. 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 Borrowers may, upon notice by the Partnership to the Administrative Agent, terminate the Aggregate Commitments and this AgreementCommitments, the Letter of Credit Sublimit or the Swing Line Sublimit, or from time to time permanently reduce the Aggregate Commitments under this AgreementCommitments, 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 11:00 a.m. three noon five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 5,000,000 or any whole multiple of $1,000,000 in excess thereof, thereof and (iii) the Borrowers shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayment and/or Cash Collateralization prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments, (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 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 Pro Rata Share; provided that, during any period in which a Lender is a Defaulting shall be reduced by such Lender, the Borrowers may (in their discretion) apply all or any portion to be specified by the Borrowers ’s Applicable Percentage of any optional such 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 Sharesamount. 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 Borrowers may, upon notice to the Administrative Agent, terminate the Aggregate Commitments and this AgreementRevolver Commitments, the Aggregate WC Interim Commitment or the Aggregate WC Commitments, as the case may be, or from time to time permanently reduce the Aggregate Commitments under this AgreementRevolver Commitments, the Aggregate WC Interim Commitment 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 11:00 a.m. three five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrowers shall not terminate or reduce the Aggregate Revolver Commitments if, after giving effect thereto and to any concurrent prepayment and/or Cash Collateralization prepayments hereunder, the Total Revolver Outstandings (other than Revolver L/C Obligations which are Cash Collateralized pursuant to Section 2.14 hereof) would exceed the Aggregate Revolver Commitments, (iv) the Borrowers shall not terminate or reduce the Aggregate WC Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total WC Outstandings (other than WC L/C Obligations which are Cash Collateralized pursuant to Section 2.14 hereof) would exceed the Aggregate WC Commitments, (v) the Borrowers shall not terminate or reduce the Aggregate WC Interim Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total WC Interim Outstandings (other than WC Interim L/C Obligations which are Cash Collateralized pursuant to Section 2.14 hereof) would exceed the Aggregate WC Interim Commitments and (vi) if, after giving effect to any reduction of the Aggregate Revolver Commitments, the Aggregate WC Interim Commitments or the Aggregate WC Commitments, as applicable, the Alternative Currency Sublimit, the Revolver Letter of Credit Sublimit, or the Swing Line Sublimit exceeds the amount of the Aggregate Revolver Commitments, the Aggregate WC Interim Commitment or the Aggregate WC Commitments, as applicable, 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 Aggregate Revolver Commitments, the Aggregate WC Interim Commitment or Aggregate WC Commitments, as the case may be. The amount of any such Aggregate Revolver Commitment, Aggregate WC Interim 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, the Aggregate WC Interim Commitments or the Aggregate WC Commitments, as applicable, shall be applied to the WC Commitment, WC Interim Commitment or Revolver Commitment of each Lender Lender, as applicable, according to its Pro 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 SharesApplicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments Revolver Commitments, Aggregate WC Interim Commitment or Aggregate WC Commitments, as the case may be, 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 Borrowers Borrower may, at its discretion on any date, upon written notice to the Administrative Agent, terminate the Aggregate Commitments and this AgreementCommitments, or from time to time permanently reduce the Aggregate Commitments under this AgreementCommitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of at least $10,000,000 or any whole multiple of $1,000,000 in excess thereof500,000 or, and if less, the entire Aggregate Commitments, (iii) the Borrowers Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayment and/or Cash Collateralization prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments, and (iv) the Alternative Currency Sublimits will remain a percentage of the Aggregate Commitments (i.e., will reduce pro rata with the Aggregate Commitments) and the Letter of Credit 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 Pro 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 SharesApplicable 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 Aggregate Commitments, this Agreement which refinancing shall not terminate, and the obligations of the Borrowers under this Agreement be consummated or 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 fullotherwise be delayed.

Termination or Reduction of Commitments. (a) The Borrowers may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Commitments and this AgreementCommitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Commitments under this AgreementCommitments, 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 11:00 a.m. three five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrowers shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayment and/or Cash Collateralization prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments. , (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. (b) If, after giving effect to any reduction of the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Letter of Credit Sublimit or Swing Line Sublimit shall be automatically reduced by the amount of such excess. (c) 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 Pro Rata Share; provided that, during any period in which a Lender is a Defaulting shall be reduced by such Lender, the Borrowers may (in their discretion) apply all or any portion to be specified by the Borrowers ’s Applicable Percentage of any optional such 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 Sharesamount. All fees (including, without limitation, commitment fees, Early Termination Fees, and Letter of Credit Fees) and interest in respect of the Aggregate Commitments 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 Borrowers Company may, upon notice to the Administrative Agent, terminate the Aggregate Commitments and this Agreement, Revolving Credit Commitment or from time to time permanently reduce the Aggregate Commitments under this AgreementRevolving Credit Commitment; provided that (ia) any such notice shall be received by the Administrative Agent not later than 11:00 8:00 a.m. three five Business Days prior to the date of termination or reduction, (iib) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iiic) the Borrowers Company shall not terminate or reduce the Aggregate Commitments Revolving Credit Commitment if, after giving effect thereto and to any concurrent prepayment and/or Cash Collateralization prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Aggregate CommitmentsRevolving Credit Commitment and (d) if, after giving effect to any reduction of the Aggregate Revolving Credit Commitment, the Alternative Currency Sublimit, the Letter of Credit Sublimit, the Designated Borrower Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit Commitment, 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 Aggregate CommitmentsRevolving Credit Commitment. Except as specified in clause (d) of the second preceding sentence, the amount of any such Aggregate Revolving Credit Commitment reduction shall not be applied to the Alternative Currency Sublimit or the Letter of Credit Sublimit unless otherwise specified by the Company. Any reduction of the Aggregate Commitments Revolving Credit Commitment shall be applied to the Aggregate Revolving Credit Commitment of each Lender according to its Pro 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 SharesApplicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments Revolving Credit Commitment 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 Borrowers may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Commitments and this AgreementCommitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Commitments under this AgreementCommitments, 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 11:00 a.m. three five Business Days prior to the date of any such termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 5,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrowers shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayment and/or Cash Collateralization prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments, (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. Notwithstanding anything to the contrary contained herein, the Borrowers may rescind any notice of termination or reduction provided pursuant to this Section 2.06(a) if such termination or reduction would have resulted from a refinancing of all of the Loans hereunder, which refinancing shall not have been consummated or shall otherwise have been delayed. (b) If, after giving effect to any reduction of the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Letter of Credit Sublimit or Swing Line Sublimit shall be automatically reduced by the amount of such excess. (c) 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 Pro Rata Share; provided that, during any period in which a Lender is a Defaulting shall be reduced by such Lender, the Borrowers may (in their discretion) apply all or any portion to be specified by the Borrowers ’s Applicable Percentage of any optional such 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 Sharesamount. All fees (including, without limitation, Commitment Fees, and Letter of Credit Fees) and interest in respect of the Aggregate Commitments 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 Borrowers may, upon notice to the Administrative Agent from the Borrower Agent, terminate the Aggregate Commitments and this AgreementRevolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit, or from time to time permanently reduce the Aggregate Commitments under this AgreementRevolving Credit 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 11:00 a.m. three Business Days (or such shorter time as agreed by Administrative Agent) prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 5,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrowers shall not terminate or reduce (A) the Aggregate Revolving Credit Commitments if, after giving effect thereto and to any concurrent prepayment and/or Cash Collateralization prepayments hereunder, the Total Outstandings would exceed the Aggregate Revolving Credit Commitments, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of Letter of Credit 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 Swing Line Sublimit and (iv) if, after giving effect to any reduction or termination of the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit Commitments, 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 Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit. Any reduction of the Aggregate Revolving Credit Commitments shall be applied to the Revolving Credit Commitment of each Revolving Credit Lender according to its Pro 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 SharesApplicable Percentage. 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 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 Borrowers Company may, upon notice to the Administrative Agent, terminate the Aggregate Commitments and this AgreementCommitments, or from time to time permanently reduce the Aggregate Commitments under this AgreementCommitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three Business Days (or, solely to the extent that there are no Credit Extensions outstanding in respect of the Commitments which are to be reduced or terminated, 12:00 noon) on the date of termination or reduction, provided further if any Outstanding Amount shall be denominated in an Alternative Currency or Special Notice Currency and would be repaid in connection with such termination or reduction, the Administrative Agent shall receive such notice not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, ; (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 5,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrowers Company shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayment and/or Cash Collateralization prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments, and (iv) if, after giving effect to any reduction of the Aggregate Commitments, the Letter of Credit Sublimit, or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, 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 Aggregate Commitments. The amount of any such Aggregate 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 Commitments shall be applied to the Commitment of each Lender according to its Pro 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 SharesApplicable 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. (b) The Additional Commitments shall automatically terminate on the Additional Commitment Termination Date, unless the Additional Commitment Availability Date shall have occurred on or prior thereto. Notwithstanding Any termination of the Additional Commitments pursuant to this Section 2.07(b) shall be permanent. The Company shall notify the Administrative Agent upon the termination of the Aggregate Commitments, Additional Commitments pursuant to this Agreement shall not terminate, Section 2.07(b) and the obligations Administrative Agent shall promptly notify each Lender upon receipt 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 fullsuch notice.

Termination or Reduction of Commitments. The Borrowers Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitments and this AgreementCommitments, or from time to time permanently reduce the Aggregate Commitments under this AgreementCommitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. noon three Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 1,000,000 or any whole multiple of $1,000,000 500,000 in excess thereof, and (iii) the Borrowers Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayment and/or Cash Collateralization prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments of all the Lenders and (iv) if, after giving effect to any reduction of the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, 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 Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Revolver Lender according to its Pro 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 SharesApplicable 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 CommitmentsCommitments 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, this Agreement which financing shall not terminate, and the obligations of the Borrowers under this Agreement be consummated or 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.otherwise be delayed. 42 [SEMGROUP ENERGY PARTNERS CREDIT AGREEMENT]

Termination or Reduction of Commitments. The Borrowers Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitments and this Agreementand, prior to the Acquisition Increase Date, the Acquisition Increase Amount, or from time to time permanently reduce the Aggregate Commitments under this Agreementand, prior to the Acquisition Increase Date, the Acquisition Increase Amount; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three Business Days prior to the date of termination or reduction; provided that, such a notice 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 (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrowers Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayment and/or Cash Collateralization prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments, and (iv) if, after giving effect to any reduction of the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Letter of Credit Sublimit or such Swing Line 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 CommitmentsCommitments and/or Acquisition Increase Amount. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Pro 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 commitment 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 Borrowers may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Commitments and this AgreementCommitments, the Letter of Credit Sublimit or from time to time permanently reduce the Aggregate Commitments under this AgreementCommitments, or the Letter of Credit Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three Business Days prior to the date of any such termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 500,000 or any whole multiple of $1,000,000 100,000 in excess thereof, and (iii) the Borrowers shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayment and/or Cash Collateralization prepayments hereunder, the Total Outstandings Outstanding would exceed the Aggregate Commitments. , and (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. (b) If, after giving effect to any reduction of the Aggregate Commitments, the Letter of Credit Sublimit exceeds the amount of the Aggregate Commitments, such Letter of Credit Sublimit shall be automatically reduced by the amount of such excess. (c) The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Letter of Credit 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 Pro Rata Share; provided that, during any period in which a Lender is a Defaulting shall be reduced by such Lender, the Borrowers may (in their discretion) apply all or any portion to be specified by the Borrowers ’s Applicable Percentage of any optional such 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 Sharesamount. All fees (including, without limitation, Commitment Fees, Early Termination Fees, and Letter of Credit Fees) and interest in respect of the Aggregate Commitments 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 Borrowers may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Commitments and this AgreementCommitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Commitments under this AgreementCommitments, 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 11:00 a.m. three five Business Days prior to the date of termination or reduction, (ii) any such partial reduction of the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrowers shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayment and/or Cash Collateralization prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments. , (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of LC 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. (b) If, after giving effect to any reduction of the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Letter of Credit Sublimit or Swing Line Sublimit shall be automatically reduced by the amount of such excess. (c) 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 Pro Rata Share; provided that, during any period in which a Lender is a Defaulting shall be reduced by such Lender, the Borrowers may (in their discretion) apply all or any portion to be specified by the Borrowers ’s Applicable Percentage of any optional such 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 Sharesamount. All fees (including, without limitation, commitment fees, and Letter of Credit Fees) and interest in respect of the Aggregate Commitments 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 Borrowers Company may, upon notice to the Administrative Agent, terminate the Aggregate Commitments and this AgreementCommitments, or from time to time permanently reduce the Aggregate Commitments under this AgreementCommitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 5,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrowers Company shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayment and/or Cash Collateralization 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, the HIL Sublimit, the Designated Borrower 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. 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 Pro 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 SharesApplicable 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 termination of Not more than two times per fiscal year, a notice to reduce the Aggregate CommitmentsCommitments hereunder may state that it is conditioned upon the effectiveness of other credit facilities or the incurrence of other Indebtedness, this Agreement shall 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 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 fullsatisfied.

Termination or Reduction of Commitments. The Borrowers 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 and this AgreementCommitments, or from time to time permanently reduce the Aggregate Commitments under this AgreementCommitments; provided provided, that (ia) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three (3) Business Days prior to the date of termination or reduction, (iib) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iiic) the Borrowers Company shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayment and/or Cash Collateralization prepayments hereunder, the Total Outstandings Outstanding Amount of Revolving Loans, Bid Loans, Swing Line Loans and L/C Obligations would exceed the Aggregate Commitments and (d) if, after giving effect to any reduction of the Aggregate Commitments, the Alternative Currency Sublimit, the Bid Loan 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. 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 Revolving Loan Lender according to its Pro 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 SharesApplicable 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 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 Borrowers Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitments and this AgreementCommitments, or from time to time permanently reduce the Aggregate Commitments under this AgreementCommitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 5,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrowers Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayment and/or Cash Collateralization 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 Bid Loan Sublimit or the Letter of Credit Sublimit exceeds the amount of the Aggregate Commitments, such 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 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 Pro 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 SharesApplicable 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 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 Borrowers Revolving Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitments and this AgreementCommitments, or from time to time permanently reduce the Aggregate Commitments under this AgreementCommitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 5,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrowers Revolving Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayment and/or Cash Collateralization prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments, and (iv) if, after giving effect to any reduction of the Aggregate Commitments, the Letter of Credit Sublimit, the Swing Line Sublimit, the New Vehicle Swing Line Sublimit or any Within Line Limitation exceeds the amount of the Aggregate Commitments, such sublimit or Within Line Limitation 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 Pro 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 SharesApplicable 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 Aggregate CommitmentsCommitments hereunder, this Agreement which refinancing shall not terminate, and the obligations of the Borrowers under this Agreement be consummated or 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 fullotherwise be delayed.

Termination or Reduction of Commitments. The Borrowers Company may, upon notice to the Administrative Agent, terminate the Aggregate Commitments and this AgreementRevolving Commitments, or from time to time permanently reduce the Aggregate Commitments under this AgreementRevolving Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 5,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrowers Company shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayment and/or Cash Collateralization 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 Alternative Currency Sublimit, the Letter of Credit Sublimit, the HIL Sublimit, the Designated Borrower Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Commitments, such Sublimit shall be automatically reduced by the amount of such 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 Pro 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 SharesApplicable 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. Notwithstanding the termination of Not more than two times per fiscal year, a notice to reduce the Aggregate CommitmentsRevolving Commitments hereunder may state that it is conditioned upon the effectiveness of other credit facilities or the incurrence of other Indebtedness, this Agreement shall 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 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 fullsatisfied.

Termination or Reduction of Commitments. (a) The Borrowers may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Commitments and this AgreementCommitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Commitments under this AgreementCommitments, 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 11:00 a.m. three two (2) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 5,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrowers shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayment and/or Cash Collateralization prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments. , (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. (b) If, after giving effect to any reduction of the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Letter of Credit Sublimit or Swing Line Sublimit shall be automatically reduced by the amount of such excess. (c) 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 Pro Rata Share; provided that, during any period in which a Lender is a Defaulting shall be reduced by such Lender, the Borrowers may (in their discretion) apply all or any portion to be specified by the Borrowers ’s Applicable Percentage of any optional such 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 Sharesamount. All fees (including, without limitation, Commitment Fees and Letter of Credit Fees) and interest in respect of the Aggregate Commitments 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 Borrowers Xxxxxxxxx may, upon notice to the Administrative Agent, terminate the Aggregate AC Commitments and this Agreementor the Aggregate USD Commitments, or from time to time permanently reduce the Aggregate AC Commitments under this Agreementor the Aggregate USD Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrowers Xxxxxxxxx shall not terminate or reduce (A) the Aggregate AC Commitments if, after giving effect thereto and to any concurrent prepayment and/or Cash Collateralization prepayments hereunder, the Total AC Outstandings would exceed the Aggregate AC Commitments, (B) Aggregate USD Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total USD Outstandings would exceed the Aggregate USD Commitments and (iv) if, after giving effect to any reduction of the Aggregate USD Commitments, the Letter of Credit Sublimit, the Alternative Currency Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate USD Commitments, 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 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 Pro Rata Share; provided thatApplicable AC Percentage or its Applicable USD Percentage, 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 Sharesas 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. 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 Borrowers Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitments and this AgreementCommitments, the Letter of Credit Sublimit or the Total Swing Line Sublimit, or from time to time permanently reduce the Aggregate Commitments under this AgreementCommitments, the Letter of Credit Sublimit or the Total Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 10:00 a.m. three five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, thereof and (iii) the Borrowers Borrower shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayment and/or Cash Collateralization prepayments hereunder, the Total Outstandings would exceed the Aggregate CommitmentsBorrowing Base, (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 Total Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Total Swing Line Sublimit or the Outstanding Amount of Swing Line Loans owing to any Swing Line Lender would exceed such Swing Line Lender’s 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 Pro Rata Share; provided that, during shall be reduced by such Lender’s Applicable Percentage of such reduction amount. Upon 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 the Total Swing Line Sublimit, each Swing Line Lender’s Swing Line Sublimit shall be reduced pro rata by an amount equal 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 such reduction to the unused Commitments of all Lenders in accordance with their Pro Rata Sharesamount. 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 Borrowers may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Commitments and this AgreementCommitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Commitments under this AgreementCommitments, 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 11:00 a.m. three (3) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 5,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrowers shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayment and/or Cash Collateralization prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments. , (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of LC 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. (b) If, after giving effect to any reduction of the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Letter of Credit Sublimit or Swing Line Sublimit shall be automatically reduced by the amount of such excess. (c) 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 Pro Rata Share; provided that, during any period in which a Lender is a Defaulting shall be reduced by such Lender, the Borrowers may (in their discretion) apply all or any portion to be specified by the Borrowers ’s Applicable Percentage of any optional such 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 Sharesamount. All fees (including, without limitation, commitment fees and Letter of Credit Fees) and interest in respect of the Aggregate Commitments 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. (i) The Borrowers Borrower may, upon irrevocable notice from the Borrower to the Administrative AgentAgent (except as set forth below), terminate the Aggregate Commitments and this AgreementCommitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce in part the Aggregate Commitments under this AgreementCommitments, 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 11:00 a.m. three 1:00 p.m. five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 1,000,000 or any whole multiple of $1,000,000 100,000 in excess thereof, thereof and (iii) the Borrowers Borrower shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayment and/or Cash Collateralization prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations (other than L/C Borrowings) 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 made to the Borrower hereunder would exceed the Swing Line Sublimit. Notwithstanding anything to the contrary contained herein, the Borrower may rescind any notice of reduction or termination of the Commitments provided pursuant to this Section 2.06(a), if such notice states that such termination or reduction is conditioned upon the effectiveness of an Amendment or Refinancing of all part of the Committed Loans hereunder or from the proceeds of an asset sale or an Equity Issuance, which Amendment or Refinancing, asset sale or Equity Issuance shall not have been consummated or shall otherwise have been delayed. (ii) If, after giving effect to any reduction of the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Letter of Credit Sublimit or Swing Line Sublimit shall be automatically reduced by the amount of such excess. (iii) The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction made pursuant to this Section 2.06. Upon any reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to , the Commitment of each Lender according to its Pro Rata Share; provided that, during any period in which a Lender is a Defaulting shall be reduced by such Lender, the Borrowers may (in their discretion) apply all or any portion to be specified by the Borrowers ’s Applicable Percentage of any optional such 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 Sharesamount. All fees (including, without limitation, Commitment Fees and Letter of Credit Fees) and interest in respect of the Aggregate Commitments 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 Borrowers Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitments and this AgreementCommitments, or from time to time permanently reduce the Aggregate Commitments under this AgreementCommitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three noon five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 5,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrowers Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayment and/or Cash Collateralization prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments, and (iv) if, after giving effect to any reduction of the Aggregate Commitments, the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Sublimit shall be automatically reduced by the amount of such excess. 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 Pro 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 SharesApplicable 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 notice of termination of Aggregate 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 Commitments, this Agreement which refinancing shall not terminate, and the obligations of the Borrowers under this Agreement be consummated or 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.otherwise be delayed

Termination or Reduction of Commitments. The Borrowers may, upon notice to the Administrative Agent, terminate the Aggregate Commitments and this AgreementCommitments, the Financial Letter of Credit Sublimit or the Swing Line Sublimit, or from time to time permanently reduce the Aggregate Commitments under this AgreementCommitments, the Financial 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 11:00 a.m. three (3) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof or, if less, the entire amount thereof, and (iii) the Borrowers shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayment and/or Cash Collateralization prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments, (B) the Financial Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Financial 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 Swing Line Sublimit. If after giving effect to any reduction or termination of Aggregate Commitments under this Section 2.06, the Financial Letter of Credit Sublimit or the Swing Line Sublimit exceeds the Aggregate Commitments at such time, the Financial Letter of Credit Sublimit or the Swing Line Sublimit, as the case may be, 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 Financial Letter of Credit Sublimit, Swing Line Sublimit or Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Pro 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 SharesApplicable 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 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 Borrowers may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Commitments and this AgreementCommitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Commitments under this AgreementCommitments, 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 11:00 a.m. three five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 5,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrowers shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayment and/or Cash Collateralization prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments. , (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. (b) If, after giving effect to any reduction of the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Letter of Credit Sublimit or Swing Line Sublimit shall be automatically reduced by the amount of such excess. (c) 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 Pro Rata Share; provided that, during any period in which a Lender is a Defaulting shall be reduced by such Lender, the Borrowers may (in their discretion) apply all or any portion to be specified by the Borrowers ’s Applicable Percentage of any optional such 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 Sharesamount. All fees (including, without limitation, Commitment Fees, Early Termination Fees and Letter of Credit Fees) in respect of the Aggregate Commitments 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 Borrowers Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitments and this AgreementCommitments, or from time to time permanently reduce the Aggregate Commitments under this AgreementCommitments; provided that (i) any such notice shall will be received by the Administrative Agent not later than 11:00 a.m. three five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall will be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrowers shall Borrower will not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayment and/or Cash Collateralization prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments, unless the Total Outstandings consist solely of the Outstanding Amount of L/C Obligations and the Borrower 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 delivered by the Borrower 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 full of the Obligations under this Agreement, 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 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 Borrower. Any reduction of the Aggregate Commitments shall will be applied to the Commitment of each Lender according to its Pro 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 SharesApplicable 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. 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 Borrowers may, upon notice from the Administrative Borrower to the Administrative Agent, terminate the Aggregate Commitments and this AgreementRevolving Loan Commitments, or from time to time permanently reduce the Aggregate Commitments under this AgreementRevolving Loan Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three 12:00 p.m. five (5) Business Days prior to the date of termination or reductionreduction (provided that a notice of termination of the Aggregate Revolving Loan Commitments may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or condition, in which case such notice may be revoked by the Administrative Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied), (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 5,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrowers shall not terminate or reduce the Aggregate Revolving Loan Commitments if, after giving effect thereto and to any concurrent prepayment and/or Cash Collateralization prepayments hereunder, the Total Revolving Outstandings would exceed the Aggregate Revolving Loan Commitments, and (iv) if, after giving effect to any reduction of the Revolving Loan Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Revolving Loan Commitment, the Letter of Credit Sublimit and/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 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 Pro 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 SharesApplicable Percentage 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. 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 Borrowers may, upon notice to the Administrative Agent, terminate the Aggregate Revolver Commitments and this Agreementor the Aggregate WC Commitments, as the case may be, or from time to time permanently reduce the Aggregate Revolver Commitments under this Agreementor 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 11:00 a.m. three five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrowers shall not terminate or reduce the Aggregate Revolver Commitments if, after giving effect thereto and to any concurrent prepayment and/or Cash Collateralization prepayments hereunder, the Total Revolver Outstandings (other than Revolver L/C Obligations which are Cash Collateralized pursuant to Section 2.14 hereof) would exceed the Aggregate Revolver Commitments, (iv) the Borrowers shall not terminate or reduce the Aggregate WC Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total WC Outstandings (other than WC L/C Obligations which are Cash Collateralized pursuant to Section 2.14 hereof) 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 the Swing Line Sublimit exceeds the amount of the Aggregate Revolver Commitments or the Aggregate WC Commitments, as applicable, 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 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 Pro 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 SharesApplicable 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. 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 Borrowers may, upon notice from the Company to the Administrative Agent, terminate the Aggregate Commitments and this AgreementCommitments, the Letter of Credit Sublimit, the Financial Letter of Credit Sublimit or the Swing Line Sublimit, or from time to time permanently reduce the Aggregate Commitments under this AgreementCommitments, the Letter of Credit Sublimit, the Financial Letter of Credit Sublimit or the Swing Line Sublimit; provided that (ia) any such notice shall be received by the Administrative Agent not later than 11:00 9:00 a.m. three five Business Days prior to the date of termination or reduction, (iib) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iiic) the Borrowers shall not terminate or reduce (i) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayment and/or Cash Collateralization prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments, (ii) 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, (iii) the Financial Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Financial Letter of Credit Sublimit or (iv) 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 Swing Line Sublimit, and (d) if, after giving effect to any termination or reduction of the Aggregate Commitments, 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. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Letter of Credit Sublimit, Financial Letter of Credit Sublimit, Swing Line Sublimit or Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Pro 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 SharesApplicable 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 Any notice of termination or reduction given pursuant to this Section 2.06 may be conditioned upon the termination consummation of the Aggregate Commitments, this Agreement shall not terminateother financing, and may be rescinded or extended for a reasonable period upon written notice to the obligations of Administrative Agent if such other financing is not consummated on 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 fullanticipated date.

Termination or Reduction of Commitments. The Borrowers Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitments and this AgreementRevolving Credit Commitments, or from time to time permanently reduce the Aggregate Commitments under this AgreementRevolving Credit Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three 12:00 noon five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 5,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrowers Borrower shall not terminate or reduce the Aggregate Revolving Credit Commitments if, after giving effect thereto and to any concurrent prepayment and/or Cash Collateralization prepayments hereunder, the Total Outstandings aggregate Revolving Credit Exposure would exceed the Aggregate Revolving Credit Commitments. 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 Pro 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 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, this Agreement which refinancing shall not terminatebe 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 obligations making 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 fullTerm Loans pursuant to Section 2.01(b).

Termination or Reduction of Commitments. (a) The Borrowers Lead Borrower may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Commitments and this AgreementCommitments, the Swing Line Sublimit or the Letter of Credit Sublimit or from time to time permanently reduce in part the Aggregate Commitments under this AgreementCommitments, the Swing Line Sublimit or the Letter of Credit Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three five Business Days prior to the date of termination or reductionreduction (or such later date as the Agent may agree), (ii) any such partial reduction shall (A) be in an aggregate amount of $10,000,000 5,000,000 or any whole multiple of $1,000,000 in excess thereof, and (B) except in connection with any payment in full of the Obligations, not result in the Aggregate Commitments being less than $100,000,000 after giving effect thereto, and (iii) the Borrowers shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayment and/or Cash Collateralization prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments. , (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 payments hereunder, the Outstanding Amount of Swing Line Loans made to the Borrowers hereunder would exceed the Swing Line Sublimit. (b) If, after giving effect to any reduction of the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Letter of Credit Sublimit or Swing Line Sublimit shall be automatically reduced by the amount of such excess. (c) The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction made pursuant to this Section 2.06. Upon any reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to , the Commitment of each Lender according to its Pro Rata Share; provided that, during shall be reduced by such Lender’s Applicable Percentage of such reduction amount. (d) In connection with any period reduction 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 prior to the Maturity Date, if any Loan Party or any of its Subsidiaries owns any Margin Stock, Borrowers shall be paid on deliver to the effective date of Agent an updated Form U-1 (with sufficient additional originals thereof for each Lender), duly executed and delivered by the applicable Borrowers, together with such termination. Notwithstanding other documentation as the termination Agent shall reasonably request, in order to enable the Agent and the Lenders to comply with any of the Aggregate Commitmentsrequirements under Regulations T, this Agreement shall not terminate, and the obligations U or X 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 fullFRB.

Termination or Reduction of Commitments. (a) Unless previously terminated, the Revolving Commitments will terminate on the Revolving Maturity Date. (b) The Borrowers may, upon notice by the Parent Borrower to the Administrative Agent, terminate the Aggregate Commitments and this AgreementRevolving Commitments, or from time to time permanently reduce the Aggregate Commitments under this AgreementRevolving Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. 12:00 Noon three (3) Business Days prior to the date of termination or reductionreduction (or such shorter period as the Administrative Agent may reasonably agree), (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 5,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrowers Borrower shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayment and/or Cash Collateralization prepayments hereunder, (A) the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments, (B) the Outstanding Amount of all Letters of Credit would exceed the Letter of Credit Sublimit, (C) the Outstanding Amount of all Swing Line Loans would exceed the Swing Line Sublimit or (D) the Outstanding Amount of all Revolving Committed Loans denominated in Alternative Currencies exceeds an amount equal to the Alternative Currency Sublimit. Each notice of termination shall specify such election to terminate and the effective date thereof. The Administrative Agent will promptly notify the Revolving Lenders of any such notice of termination or reduction of the Aggregate Revolving Commitments. The amount of any such Aggregate Revolving Commitment reduction shall not be applied to the Alternative Currency Sublimit or the Letter of Credit Sublimit unless otherwise specified by the Parent Borrower. Any reduction of the Aggregate Revolving Commitments shall be applied to the Revolving Commitment of each Revolving Lender according to its Pro 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 SharesApplicable 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 A notice delivered by the termination Parent Borrower pursuant to this Section 2.07 may state that such notice is conditioned upon an event, such as the effectiveness of other credit facilities, the Aggregate Commitmentsreceipt of proceeds from the issuance of Equity Interests or other Indebtedness or the receipt of proceeds from a Disposition, this Agreement shall 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 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 fullsatisfied.

Termination or Reduction of Commitments. The Borrowers may, upon Commitments hereunder may be permanently terminated or reduced in whole or in part by notice from the Borrower to the Administrative Agent, terminate the Aggregate Commitments and this Agreement, or from time to time permanently reduce the Aggregate Commitments under this Agreement; provided that (i) any such notice shall thereof must be received by the Administrative Agent not later than 11:00 a.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, terminations shall be in a minimum amount of $1.0 million and integral multiples of $1.0 million in excess thereof; (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrowers Borrower shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayment and/or prepayments and Cash Collateralization hereunder, the Total Outstandings Outstanding Amount of Revolving Obligations thereunder would exceed the Aggregate Revolving Commitments; and (iii) if, after giving effect to any reduction or termination of the Aggregate Revolving Commitments, the Alternative Currency Sublimit, the L/C Sublimit or the Swingline Sublimit exceeds the amount of the Aggregate Revolving Commitments, such sublimit shall be automatically reduced by the amount of such 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 Pro 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 SharesRevolving 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. Notwithstanding the A notice of termination of the Aggregate CommitmentsCommitments delivered by the Borrower shall be irrevocable except that such notice may state that it is conditioned upon the effectiveness of other credit facilities, this Agreement shall 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 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 fullsatisfied.

Termination or Reduction of Commitments. The Borrowers Company may, upon notice to the Administrative Agent, terminate the Aggregate Commitments and this AgreementCommitments, or from time to time permanently reduce the Aggregate Commitments under this AgreementCommitments; provided that (ia) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three five Business Days prior to the date of termination or reduction, (iib) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iiic) the Borrowers Company shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayment and/or Cash Collateralization prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments, and (d) if, after giving effect to any reduction of the Aggregate Commitments (plus any Cash Collateralization of the L/C Obligations hereunder), the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments (plus any Cash Collateralization of the L/C Obligations 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 Pro 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 SharesApplicable 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 On the termination of 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, this Agreement no such reduction shall not terminate, and reduce or otherwise affect 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 fullInterim Availability.

Termination or Reduction of Commitments. The Borrowers may, upon Commitments under any Facility may be terminated or permanently reduced in whole or in part by notice from the Borrower to the Administrative Agent, terminate the Aggregate Commitments and this Agreement, or from time to time permanently reduce the Aggregate Commitments under this Agreement; provided that (i) any such notice shall thereof must be received by the Administrative Agent not later than 11:00 a.m. three 1:00 p.m. (New York time) at least five (5) Business Days prior to the date of reduction or termination or reduction, (ii) and any such partial reduction or terminations shall be in an aggregate a minimum amount of $10,000,000 or any whole multiple 1,000,000 and integral multiples of $1,000,000 in excess thereof, and ; (iiiii) the Borrowers Borrower shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayment and/or prepayments and Cash Collateralization hereunder, the Total Outstandings Outstanding Amount of Revolving Obligations thereunder would exceed the Aggregate Revolving Commitments; and (iii) if, after giving effect to any reduction or termination of the Aggregate Revolving Commitments, the Alternative Currency Sublimit, the L/C Sublimit or the Swingline Sublimit exceeds the amount of the Aggregate Revolving Commitments, such sublimit shall be automatically reduced by the amount of such 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 Pro 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 Share 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 Sharessuch 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. Notwithstanding the A notice of termination of the Aggregate CommitmentsCommitments delivered by the Borrower shall be irrevocable except that such notice may state that it is conditioned upon the effectiveness of other credit facilities, this Agreement shall 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 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 fullsatisfied.

Termination or Reduction of Commitments. (a) The Borrowers Company may, upon notice to the Administrative Agent, terminate the Aggregate (USD/MC) Commitments and this Agreementor the Aggregate (MXN) Commitments, or from time to time permanently reduce the Aggregate (USD/MC) Commitments under this Agreementor the Aggregate (MXN) Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three Noon five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrowers Company shall not terminate or reduce (A) the Aggregate (USD/MC) Commitments if, after giving effect thereto and to any concurrent prepayment and/or Cash Collateralization prepayments hereunder, the Total (USD/MC) Outstandings would exceed the Aggregate (USD/MC) Commitments or (B) the Aggregate (MXN) Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total (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 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 Aggregate Commitments, the Alternative Currency Sublimit exceeds the amount of the Aggregate Commitments, 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 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 Pro Rata Share; provided that, during any period in which a Lender is a Defaulting Lender, the Borrowers may Applicable (in their discretionUSD/MC) apply all or any portion to be specified by the Borrowers of any optional Percentage. Any reduction of unused the Aggregate (MXN) Commitments under this Section 2.05 shall be applied to the unused Commitments MXN Commitment of any one or more Defaulting Lenders specified by the Borrowers each Lender according to its Applicable (which application may result in a change of the Pro Rata Shares of the LendersMXN) before applying any remaining reduction to the unused Commitments of all Lenders in accordance with their Pro Rata SharesPercentage. 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. Notwithstanding . (b) The Aggregate (USD/MC) Commitments shall automatically be reduced, on a pro rata basis among the termination applicable Lenders, by $100,000,000 immediately following the effectiveness of the Aggregate Commitments, this Agreement shall not terminate, Closing Date and the obligations as of the Borrowers under this Agreement first day of each Seasonal Decrease Period; provided that, the Company may elect, in its sole discretion, to maintain the Aggregate (USD/MC) Commitments during any Seasonal Decrease Period at the same level as in effect during the then current Seasonal Increase Period by giving the Administrative Agent notice of the same not later than the 10th Business Day preceding the first day of such Seasonal Decrease Period (the “Seasonal Commitment Notice”). The Aggregate (USD/MC) Commitments shall continuebe automatically increased, until all Letters on a pro rata basis among the Lenders, by $100,000,000 as of Credit have expired, been replaced or been terminated and the first day of each Unreimbursed Amount and all interest, fees and other amounts payable hereunder have been paid in fullSeasonal Increase Period following a Seasonal Decrease Period for which a Seasonal Commitment Notice was not provided.

Termination or Reduction of Commitments. The Borrowers Company may, upon notice to the Administrative Agent, terminate the Aggregate Commitments and this AgreementRevolving Commitments, or from time to time permanently reduce the Aggregate Commitments under this AgreementRevolving Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrowers Company shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayment and/or Cash Collateralization 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 Alternative Currency Sublimit, Canadian Dollar Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Commitments, 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 Aggregate Revolving Commitments. Subject to clause (iv) of the proviso to the first sentence in this Section 2.07, the amount of any such Aggregate Revolving Commitment reduction shall not be applied to the Alternative Currency Sublimit, the Canadian Dollar Sublimit, the Letter of Credit Sublimit or the Swing Line 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 Pro 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 SharesApplicable 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 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 Borrowers Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitments and this AgreementCommitments, 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 under this AgreementCommitments, 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 11:00 a.m. three five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) no partial reductions of the Borrowers Revolving Tranche B Sublimit shall be permitted and (iv) the Borrower shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayment and/or Cash Collateralization prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments, (B) the Revolving Tranche B Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Tranche B Outstandings would exceed the Revolving Tranche B Sublimit, (C) 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 (D) 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 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 Pro Rata Share; provided that, during any period in which a Lender is a Defaulting shall be reduced by such Lender, the Borrowers may (in their discretion) apply all or any portion to be specified by the Borrowers ’s Applicable Percentage of any optional such 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 Sharesamount. 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 Borrowers Company may, upon notice to the Administrative Agent, terminate the Aggregate Commitments and this AgreementRevolving Credit Facility, or from time to time permanently reduce the Aggregate Commitments under this AgreementRevolving Credit Facility; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 10:00 a.m. three five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrowers Company shall not terminate or reduce the Aggregate Commitments Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayment and/or Cash Collateralization prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Aggregate CommitmentsRevolving Credit Facility, and (iv) if, after giving effect to any reduction of the Revolving Credit Facility, the Alternative Currency Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Revolving Credit Facility, such sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Revolving Credit Lenders of any such notice of termination or reduction of the Aggregate CommitmentsRevolving Credit Facility. The amount of any such Revolving Credit Facility reduction shall not be applied to the Alternative Currency Sublimit or the Letter of Credit Sublimit unless otherwise specified by the Company. Any reduction of the Aggregate Commitments Revolving Credit Facility shall be applied to the Revolving Credit Commitment of each Revolving Credit Lender according to its Pro Rata Share; provided that, during any period in which Applicable Revolving Credit Percentage (other than a Lender is a Defaulting Lender, the Borrowers may (in their discretion) apply all or any portion reduction pursuant 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 Shares2.14(f)). All fees accrued until the effective date of any termination of the Aggregate Commitments Revolving Credit Facility shall be paid on the effective date of such termination. Notwithstanding . (b) The aggregate Term Commitments shall be automatically and permanently reduced to zero on the termination date of the Aggregate Commitments, this Agreement shall not terminate, and Term Borrowing on 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 fullClosing Date.

Termination or Reduction of Commitments. (a) The Borrowers may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Commitments and this Agreement, or the Letter of Credit Sublimit or from time to time permanently reduce the Aggregate Commitments under this Agreementor the Letter of Credit Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrowers shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayment and/or Cash Collateralization prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments. , and (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 as so reduced. (b) If, after giving effect to any reduction of the Aggregate Commitments, the Letter of Credit Sublimit exceeds the amount of the Aggregate Commitments, such Letter of Credit Sublimit shall be automatically reduced by the amount of such excess. (c) The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Letter of Credit 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 Pro Rata Share; provided that, during any period in which a Lender is a Defaulting shall be reduced by such Lender, the Borrowers may (in their discretion) apply all or any portion to be specified by the Borrowers ’s Applicable Percentage of any optional such 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 Sharesamount. All fees (including, without limitation, commitment fees and Letter of Credit Fees) and interest in respect of the Aggregate Commitments 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 Borrowers may, upon notice to the Administrative Agent, terminate the Aggregate Total WC Revolver Commitments, the Total Revolver Commitments and this Agreementand/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 under this Agreementand/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 11:00 a.m. three five Business Days prior to the date of termination or 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 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 prepayment and/or Cash Collateralization prepayments hereunder, the Total WC Revolver Outstandings, Total Revolver Outstandings or Total Acquisition Outstandings, as the case may be, would exceed the Aggregate CommitmentsTotal WC Revolver Commitment, the Total Revolver Commitment or the Total Acquisition Commitment, as 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 Pro 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 SharesApplicable 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. 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 Borrowers may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Commitments and this AgreementCommitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Commitments under this AgreementCommitments, 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 11:00 a.m. three five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrowers shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayment and/or Cash Collateralization prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments. , (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. (b) If, after giving effect to any reduction of the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Letter of Credit Sublimit or Swing Line Sublimit shall be automatically reduced by the amount of such excess. (c) 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 Pro Rata Share; provided that, during any period in which a Lender is a Defaulting shall be reduced by such Lender, the Borrowers may (in their discretion) apply all or any portion to be specified by the Borrowers ’s Applicable Percentage of any optional such 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 Sharesamount. All fees (including, without limitation, commitment fees, Early Termination Fees, and Letter of Credit Fees) and interest in respect of the Aggregate Commitments 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 Borrowers may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Commitments and this AgreementCommitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Commitments under this AgreementCommitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided provided, that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three (3) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 5,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrowers shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayment and/or Cash Collateralization prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments. , (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of LC Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, and (D) 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. (a) If, after giving effect to any reduction of the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Letter of Credit Sublimit or Swing Line Sublimit shall be automatically reduced by the amount of such excess. (b) 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 Pro Rata Share; provided that, during any period in which a Lender is a Defaulting shall be reduced by such Lender, the Borrowers may (in their discretion) apply all or any portion to be specified by the Borrowers ’s Applicable Percentage of any optional such 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 Sharesamount. All fees (including, without limitation, commitment fees and Letter of Credit Fees) and interest in respect of the Aggregate Commitments 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 Borrowers 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 and this Agreementor the Tranche A Term Commitments, or from time to time permanently time, to reduce the Aggregate amount of the Revolving Commitments under this Agreement; or the Tranche A Term Commitments; provided that (i) any no such notice termination or reduction of Revolving Commitments shall be received by the Administrative Agent not later than 11:00 a.m. three Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrowers shall not terminate or reduce the Aggregate Commitments permitted if, after giving effect thereto and to any concurrent prepayment and/or Cash Collateralization hereunderprepayments of the Revolving Loans and Swingline Loans made on the effective date thereof, the Total Outstandings Revolving Extensions of Credit would exceed the Aggregate Total Revolving Commitments. The Administrative Agent will promptly notify Any such partial reduction shall be in an amount equal to $1,000,000, or a whole multiple thereof, and shall reduce permanently the Lenders of any such notice of termination or applicable Commitments then in effect. Each reduction of the Aggregate Commitments. Any reduction of the Aggregate Revolving Commitments shall be applied to made ratably among the Commitment of each Lender according to its Pro 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 Revolving Lenders in accordance with their Pro Rata Shares. All fees accrued until the effective date of any termination respective Revolving Commitments and each reduction of the Aggregate Tranche A Term Commitments shall be paid on made ratably among the effective date of such terminationTranche 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 Aggregate CommitmentsCommitments if such termination would have resulted from a refinancing of all or any portion of any Facility or Facilities, this Agreement which refinancing shall not terminatebe 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 obligations date that is five Business Days after the Outside Date (as defined in and determined in accordance with the terms of the Borrowers under this Merger Agreement as in effect on December 13, 2021). To the extent not previously terminated, all Revolving Commitments shall continueterminate 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, until all Letters of Credit have expired, been replaced 2021) unless the Closing Date has occurred on or been terminated and each Unreimbursed Amount and all interest, fees and other amounts payable hereunder have been paid in fullprior to such date.

Termination or Reduction of Commitments. (a) The Domestic Borrowers may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Commitments and this AgreementTranche A Commitments, the Domestic Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Commitments under this AgreementTranche A Commitments, the Domestic 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 11:00 a.m. three five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Domestic Borrowers shall not terminate or reduce (A) the Aggregate Tranche A Commitments if, after giving effect thereto and to any concurrent prepayment and/or Cash Collateralization prepayments hereunder, the Outstanding Amount of the sum of Tranche A Loans, L/C Obligations with respect to Domestic Letters of Credit and Swing Line Loans would exceed the Tranche A Commitments, (B) the Domestic Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations with respect to Domestic Letters of Credit not fully Cash Collateralized hereunder would exceed the Domestic 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. If, after giving effect to any reduction of the Tranche A Commitments, the Domestic Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the remaining Tranche A Commitments, such Domestic Letter of Credit Sublimit or Swing Line Sublimit shall be automatically reduced by the amount of such excess. (b) The Domestic Borrowers may, upon irrevocable notice from the Lead Borrower to the Agent, terminate the Incremental Commitments; provided that after giving pro forma effect to such termination and to any concurrent prepayments hereunder, the Payment Conditions have been satisfied. Any amount of the Incremental Loans so repaid may not be re-borrowed and any portion of the Incremental Commitments which are reduced or terminated may not be reinstated. (c) The Canadian Borrower may, upon irrevocable notice from the Canadian Borrower to the Agent, terminate the Canadian Commitments or the Canadian Letter of Credit Sublimit or from time to time permanently reduce the Canadian Commitments or the Canadian Letter of Credit Sublimit; provided that (i) any such notice shall be received by the Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 or any whole multiple of $500,000 in excess thereof, (iii) the Canadian Borrower shall not terminate or reduce (A) the Canadian Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Canadian Total Outstandings would exceed the Aggregate Canadian Commitments or (B) the Canadian Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations with respect to Canadian Letters of Credit not fully Cash Collateralized hereunder would exceed the Canadian Letter of Credit Sublimit. If, after giving effect to any reduction of the Canadian Commitments, the Canadian Letter of Credit Sublimit exceeds the amount of the remaining Canadian Commitments, such Canadian Letter of Credit Sublimit shall be automatically reduced by the amount of such excess. Any amount of the Canadian Loans so repaid may not be re-borrowed and any portion of the Canadian Commitments which are reduced or terminated may not be reinstated. (d) The Administrative Agent will promptly notify the Tranche A Lenders, the Incremental Lenders or the Canadian Lenders, as applicable, of any such notice of termination or reduction of the Aggregate CommitmentsDomestic Letter of Credit Sublimit, Canadian Letter of Credit Sublimit, Swing Line Sublimit or any Commitments under this Section 2.06. Any Upon any reduction of the Aggregate Commitments shall be applied to any Commitments, the Commitment of each Lender according to its Pro Rata Share; provided that, during any period in which a Lender is a Defaulting shall be reduced by such Lender, the Borrowers may (in their discretion) apply all or any portion to be specified by the Borrowers ’s Applicable Percentage of any optional such 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 Sharesamount. All fees (including, without limitation, commitment fees, and Letter of Credit Fees) and interest in respect of the Commitments accrued until the effective date of any termination of the Aggregate such 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 Borrowers may, upon Revolving Commitments and the Term Loan Commitments hereunder may be permanently reduced in whole or in part by notice from the Borrower to the Administrative Agent; provided, terminate the Aggregate Commitments and this Agreement, or from time to time permanently reduce the Aggregate Commitments under this Agreement; provided that (i) any such notice shall thereof must be received by the Administrative Agent not later than 11:00 a.m. three at least - (5) Business Days prior to the date of reduction or termination or reduction, (ii) and any such partial reduction shall be in an aggregate a minimum principal amount of Ten Million Dollars ($10,000,000 or any whole multiple 10,000,000) and integral multiples of One Million Dollars ($1,000,000 1,000,000) in excess thereof, ; (ii) the Revolving Commitments may not be reduced to an amount less than the Revolving Obligations then outstanding; and (iii) the Borrowers shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayment and/or Cash Collateralization hereunderreduction of the Revolving Commitments, the Total Outstandings would exceed L/C Committed Amount, or the Aggregate Swing Line Committed Amount exceeds the amount of the Revolving Commitments, such sublimit or committed amount shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify shall give prompt notice to the Revolving Lenders or the Term Loan Lenders, as applicable, of any such notice reduction in the Revolving Commitments or the Term Loan Commitments. The amount of termination or any Aggregate Revolving Commitment reduction of shall not be applied to the Aggregate CommitmentsL/C Committed Amount unless otherwise specified by the Borrower. Any reduction of the Aggregate Revolving Commitments or the Term Loan Commitments shall be applied to the respective Revolving Commitment or Term Loan Commitment of each such Lender according to its Pro Rata Share; provided thatRevolving Commitment Percentage or Term Loan Commitment Percentage thereof, 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 Sharesas applicable. All commitment or other fees accrued until the effective date of any termination of the Aggregate Revolving Commitments or the Term Loan Commitments, as the case may be, 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 Borrowers may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Commitments and this AgreementCommitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Commitments under this AgreementCommitments, 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 11:00 a.m. three five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 1,000,000 or any whole multiple of $1,000,000 500,000 in excess thereof, and (iii) the Borrowers shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayment and/or Cash Collateralization prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments. , (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. (b) If, after giving effect to any reduction of the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Letter of Credit Sublimit or Swing Line Sublimit shall be automatically reduced by the amount of such excess. (c) 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 Pro Rata Share; provided that, during any period in which a Lender is a Defaulting shall be reduced by such Lender, the Borrowers may (in their discretion) apply all or any portion to be specified by the Borrowers ’s Applicable Percentage of any optional such 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 Sharesamount. All fees (including, without limitation, commitment fees and Letter of Credit Fees) and interest in respect of the Aggregate Commitments 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 Borrowers Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitments and this AgreementCommitments, the Letter of Credit Sublimit or the Swing Line Sublimit, or from time to time permanently reduce the Aggregate Commitments under this AgreementCommitments, 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 11:00 a.m. three five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrowers Borrower shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayment and/or Cash Collateralization prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments, (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 Swing Line Sublimit, and (iv) if, after giving effect to any reduction of the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, 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 Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Pro 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 SharesApplicable 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 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 Borrowers mayshall have the right, upon not less than five Business Days’ written notice to the Administrative Agent, to terminate the Aggregate Commitments and this Agreementor, or from time to time permanently time, to reduce the Aggregate Commitments under this Agreementamount thereof; provided provided, that (i) any no such notice shall be received by the Administrative Agent not later than 11:00 a.m. three Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrowers shall not terminate or reduce the Aggregate Commitments permitted if, after giving effect thereto and to any concurrent prepayment and/or Cash Collateralization hereunder, the Total Outstandings would exceed the Aggregate Commitments. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction prepayments of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Pro 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 Loans made on the effective date thereof, the then outstanding principal amount of the Loans would exceed the amount of the Commitments then in effect. Any such reduction shall be in an amount of $10,000,000, or a whole multiple of $5,000,000 in excess thereof, and shall reduce permanently the amount of such Commitments then in effect. (b) Unless an Event of Default has occurred and is continuing, the Borrowers shall have the right, in their sole discretion, to terminate the Commitment of any Lender by giving the Administrative Agent and such Lender a written notice setting forth its election and a termination date (the “Early Commitment Termination Date”), which date shall not be earlier than 30 days after the date on which such notice has been given, except as otherwise provided in subsections 2.14(c), 2.15 and 2.16(f). On the Early Commitment Termination Date, such Lender’s Commitment shall terminate and the Borrowers shall (i) prepay all of such Lender’s outstanding Loans together with interest thereon accrued to such Early Commitment Termination Date and any amounts payable pursuant to subsection 2.17, (ii) pay all Commitment Fees accrued to such Early Commitment Termination Date with respect to such Lender’s Commitment and (iii) pay all amounts then owing to such Lender pursuant to subsections 2.14, 2.16, 2.17 and 9.5 for which demand has been made to the Borrowers prior to such Early Commitment Termination Date. Upon termination of such Lender’s Commitment in accordance with this subsection 2.5(b), such Lender shall cease to be a party hereto subject to the provisions of subsection 8.7. (c) In the event that the Borrowers elect to terminate the Commitment of any Lender pursuant to subsection 2.5(b), the Borrowers shall have the right, in their sole discretion, upon notice to the Administrative Agent, to request one or more Lenders or Purchasing Lenders, or to seek another lender, to acquire, pursuant to subsection 9.6(c), such terminated Commitment and all amounts owing to such Lender in respect of its Loans hereunder; provided, however, that if such terminated Commitments are in the aggregate greater than 15% of the then aggregate Commitments, the Borrowers will replace such terminated Lender or Lenders with one or more replacement lenders (which may be a Lender or Lenders) which will acquire on the date of such termination. Notwithstanding , pursuant to subsection 9.6(c), an amount of such terminated Commitment or Commitments, as applicable, which will result in the termination then aggregate Commitments, after giving effect to such acquisition, being at least 85% of the Aggregate Commitments, this Agreement shall not terminate, and the obligations aggregate Commitments as of the Borrowers under this Agreement shall continueClosing Date (as the same may be reduced pursuant to subsection 2.5(a), 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 fullbut excluding any reductions pursuant to subsection 2.5(b)).

Termination or Reduction of Commitments. The Borrowers Company may, upon notice to the Administrative Agent, terminate the Aggregate Commitments and this Agreement(US), or from time to time permanently reduce the Aggregate Commitments under this Agreement(US); provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 10:00 a.m. three five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrowers Company shall not terminate or reduce the Aggregate Commitments (US) if, after giving effect thereto and to any concurrent prepayment and/or Cash Collateralization prepayments hereunder, the Total Outstandings plus the Alternative Currency Reserve (if any) would exceed the Aggregate CommitmentsCombined Commitments or if the Total Outstandings (excluding the Designated UK Borrower Obligations) plus the Alternative Currency Reserve (if any) would exceed the Aggregate Commitments (US), and (iv) if, after giving effect to any reduction of the Aggregate Commitments (US), the Alternative Currency Sublimit, the Letter of Credit Sublimit or the US Swing Line Sublimit exceeds the amount of the Aggregate Commitments (US), such Sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will shall promptly notify the Lenders of any such notice of termination or reduction of the Aggregate CommitmentsCommitments (US). The amount of any such Aggregate Commitment (US) reduction shall not be applied to the Alternative Currency Sublimit or the Letter of Credit Sublimit unless otherwise specified by the Company. Any reduction of the Aggregate Commitments (US) shall be applied to the Commitment of each Lender according to its Pro Rata Share; provided that, during any period in which a Lender is a Defaulting Lender, the Borrowers may Applicable Percentage (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 SharesUS). All fees accrued until the effective date of any termination of the Aggregate Commitments (US) 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 Borrowers mayLoan Party Representative may on behalf of the Borrowers, upon notice to the Senior Administrative Agent, terminate the Aggregate Commitments and this AgreementRevolving Commitments, or from time to time permanently reduce the Aggregate Commitments under this AgreementRevolving Commitments; provided that (i) any such notice shall be received by the Senior Administrative Agent not later than 11:00 a.m. three Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 5,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Loan Party Representative on behalf of the Borrowers shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayment and/or Cash Collateralization prepayments hereunder, the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments, and (iv) if, after giving effect to any reduction of the Revolving Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Revolving Commitments, such Sublimit shall be automatically reduced by the amount of any such excess. The Senior 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 Commitment of each Revolving Lender according to its Pro 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 SharesApplicable Percentage. 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. (b) On any date that any Revolving Loans are required to be prepaid, Swing Line Loans are required to be prepaid, and/or the L/C Obligations are required to be paid or Cash Collateralized as a result of a prepayment required by Section 2.05(b) (or would be so required if any Revolving Loans, Swing Line Loans or L/C Obligations were outstanding), the Revolving Commitments shall, except as otherwise provided in Section 2.05(c)(iii), be automatically and permanently reduced by the total amount of such required prepayments and Cash Collateral; provided that, regardless of whether any Revolving Loans, Swing Line Loans or L/C Obligations are outstanding, the Revolving Commitments shall be automatically and permanently reduced in the amounts and under the conditions and times specified in Section 2.05(c)(ii). Notwithstanding The Senior Administrative Agent will promptly notify the termination Revolving Lenders of any such reduction of the Aggregate Revolving Commitments, this Agreement shall not terminate, and the obligations . Any reduction of the Borrowers under this Agreement Revolving Commitments shall continue, until all Letters be applied to the Revolving Commitment of Credit have expired, been replaced or been terminated each Revolving Lender according to its Applicable Percentage. The Revolving Commitments shall terminate on the Maturity Date. (c) The Commitments to make Tranche B Term Loans shall be automatically and each Unreimbursed Amount permanently reduced to $0 on the Closing Date after giving effect to the Tranche B Term Borrowings on the Closing Date. (d) The Commitments to make Tranche C Term Loans shall be automatically and all interest, fees permanently reduced to $0 on the Closing Date after giving effect to the Tranche C Term Borrowings on the Closing Date. (e) The Commitments to make Tranche D Term Loans shall be automatically and other amounts payable hereunder have been paid in fullpermanently reduced to $0 on the Closing Date after giving effect to the Tranche D Term Borrowings on the Closing Date.

Termination or Reduction of Commitments. (a) The Borrowers Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitments and this AgreementCommitments, or from time to time permanently reduce the Aggregate Commitments under this AgreementCommitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrowers Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayment and/or Cash Collateralization prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments, and (iv) if, after giving effect to any reduction of the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, 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 Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Pro 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 commitment fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination. (b) In addition to any reduction in the Aggregate Commitments pursuant to Section 2.06(a) above, the Aggregate Commitments shall be permanently reduced on the dates and in the amounts set forth below; provided that no such commitment reduction shall be required after the Aggregate Commitments have reached $35,000,000 or less: Any such reduction of the Aggregate Commitments shall be applied to each Lender’s Commitment according to its Pro Rata Revolving Share of such reduction. Notwithstanding If at the termination time of any such reduction the aggregate Outstanding Amounts of the Loans, Swing Line Loans and L/C Obligations exceeds the Aggregate Commitments, this Agreement the Borrower shall not terminatemake a prepayment in an amount equal to such excess. (c) Commencing with the fiscal year ending December 31, 2004, in addition to any reduction in the Aggregate Commitments pursuant to Section 2.06(a) above, and the obligations each reduction of the Borrowers under this Agreement Aggregate Commitments required by Section 2.06(b) above, on the date financial statements of the Borrower and its Subsidiaries are required to be delivered pursuant to Section 6.01(a) (or, if earlier, the date such financial statements are delivered), the Aggregate Commitments shall continuebe reduced by an amount equal to 50% of Excess Cash Flow for the fiscal year covered by, until all Letters and as determined from, such financial statements and reported in the related Compliance Certificate for such fiscal year up to a maximum amount of Credit $2,500,000 per year; provided, however, that no commitment reductions pursuant to Section 2.06(b) or arising from Excess Cash Flow shall be required after the Aggregate Commitments have expiredreached $35,000,000 or less. Any such reduction of the Aggregate Commitments shall be applied to each Lender’s Commitment according to its Pro Rata Revolving Share of such reduction. If at the time of any such reduction the aggregate Outstanding Amounts of the Loans, been replaced or been terminated Swing Line Loans and each Unreimbursed Amount and all interestL/C Obligations exceeds the Aggregate Commitments, fees and other amounts payable hereunder have been paid the Borrower shall make a prepayment in fullan amount equal to such excess.

Termination or Reduction of Commitments. (a) The Borrowers Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitments and this Agreement, or from time to time permanently reduce the Aggregate Commitments under this AgreementCommitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 5,000,000 or any whole a higher integral multiple of $1,000,000 in excess thereof, and (iii) the Borrowers shall Borrower may not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayment and/or Cash Collateralization hereunder, an amount less than the Total Outstandings would exceed the Aggregate CommitmentsOutstandings. The Administrative Agent will promptly notify the Lenders of its receipt of any such notice of termination or reduction of the Aggregate Commitments. . (b) If any principal payment (other than any regularly scheduled principal payment) of the Senior Notes (a "Mandatory Senior Note Prepayment") is required to be made pursuant to the Senior Note Agreement, the Aggregate Commitments shall be permanently and irrevocably reduced by the amount (rounded upward, if necessary, to an integral multiple of $100,000) necessary so that the ratio of the amount of such reduction to the Aggregate Commitments prior to giving effect to such reduction is equal to the ratio of such Mandatory Senior Note Prepayment to the aggregate outstanding principal amount of the Senior Notes prior to giving effect to such Mandatory Senior Note Prepayment. (c) The Aggregate Commitments shall be permanently and irrevocably reduced concurrently with the receipt by the Borrower or any Subsidiary of any Net Cash Proceeds from the sale of the headquarters facility of the Borrower by an amount (rounded down, if necessary, to an integral multiple of $100,000) equal to the Lender Percentage of such Net Cash Proceeds; provided that the amount of any reduction in the Aggregate Commitments required pursuant to this clause (c) shall be reduced by the amount of any reduction of the Aggregate Commitments pursuant to clause (b) resulting from the sale of such headquarters facility. (d) Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Pro 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 commitment 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 Borrowers Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitments and this AgreementCommitments, or from time to time permanently reduce the Aggregate Commitments under this AgreementCommitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 5,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrowers Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayment and/or Cash Collateralization prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments, and (iv) if, after giving effect to any reduction of the Aggregate Commitments, the Bid Loan Sublimit or the Letter of Credit Sublimit exceeds the amount of the Aggregate Commitments, such 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 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 Pro 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 SharesApplicable 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 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 Borrowers mayBorrower shall have the right, upon not less than three (3) Business Days’ notice to the Administrative Agent, to terminate the Aggregate Commitments and this AgreementTotal Revolving Commitment or, or from time to time permanently time, to reduce the Aggregate Commitments under this Agreementamount of the Total Revolving Commitment; provided that (i) any no such notice termination or reduction of the Total Revolving Commitment shall be received by the Administrative Agent not later than 11:00 a.m. three Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrowers shall not terminate or reduce the Aggregate Commitments permitted if, after giving effect thereto and to any concurrent prepayment and/or Cash Collateralization hereunderprepayments of 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 will promptly notify Agent, to terminate the Lenders Total L/C Commitment or, from time to time, to reduce the amount of any the Total L/C Commitment; provided that no 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 then in effect. Upon receipt of each Lender according to its Pro Rata Share; provided that, during any period in which a Lender is a Defaulting Lendersuch notices, 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 Administrative Agent 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 promptly notify each Unreimbursed Amount and all interest, fees and other amounts payable hereunder have been paid in fullrelevant Lender thereof.

Termination or Reduction of Commitments. The Borrowers Company may, upon notice to the Administrative Agent, terminate the Aggregate Revolving Credit Commitments and this Agreement, or from time to time permanently reduce the Aggregate Commitments under this AgreementRevolving Credit Commitments; provided that provided, that, (ia) any such notice shall be received by the Administrative Agent not later than 11:00 8:00 a.m. three five Business Days prior to the date of termination or reduction, (iib) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iiic) the Borrowers Company shall not terminate or reduce the Aggregate Revolving Credit Commitments if, after giving effect thereto and to any concurrent prepayment and/or Cash Collateralization prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Aggregate Revolving Credit Commitments and (d) if, after giving effect to any reduction of the Aggregate Revolving Credit Commitments, the Alternative Currency Sublimit, the Letter of Credit Sublimit, the Designated Borrower Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit Commitments, 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 Aggregate Revolving Credit Commitments. Except as specified in clause (d) of the second preceding sentence, the amount of any such reduction in the Aggregate Revolving Credit Commitments shall not be applied to the Alternative Currency Sublimit, the Letter of Credit Sublimit, the Designated Borrower Sublimit or the Swing Line Sublimit unless otherwise specified by the Company. Any reduction of the Aggregate Revolving Credit Commitments shall be applied to the Revolving Credit Commitment of each Lender according to its Pro 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 SharesApplicable Revolving Credit Percentage. 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 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 (a) Subject to the payment of any Early Termination Fee required under the Fee Letter, the Borrowers may, upon notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Commitments and this Agreement, or the Letter of Credit Sublimit or from time to time permanently reduce the Aggregate Commitments under this Agreementor the Letter of Credit Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) any such notice may provide that it is conditioned upon the consummation of a refinancing of the Obligations, in which case, such notice may be revoked or extended by the Lead Borrower if any such refinancing shall not be consummated or shall otherwise be delayed prior to the date provided in such notice of termination or reduction of the Aggregate Commitments or Letters of Credit Sublimit, (iv) the Borrowers shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayment and/or Cash Collateralization prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments. , or (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. (b) If, after giving effect to any reduction of the Aggregate Commitments, the Letter of Credit Sublimit exceeds the amount of the Aggregate Commitments, such Letter of Credit Sublimit shall be automatically reduced by the amount of such excess. (c) The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Letter of Credit Sublimit or the Aggregate CommitmentsCommitments under this Section 2.05. Any Upon any reduction of the Aggregate Commitments shall be applied to Commitments, the Commitment of each Lender according to its Pro Rata Share; provided that, during any period in which a Lender is a Defaulting shall be reduced by such Lender, the Borrowers may (in their discretion) apply all or any portion to be specified by the Borrowers ’s Applicable Percentage of any optional such 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 Sharesamount. All fees (including, without limitation, commitment fees, Early Termination Fees, and Letter of Credit Fees) and interest in respect of the Aggregate Commitments 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 Borrowers 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 and this AgreementCommitments, or from time to time permanently reduce the Aggregate Commitments under this AgreementCommitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three (3) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrowers Company shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayment and/or Cash Collateralization prepayments hereunder, the Total Outstandings Outstanding Amount of Committed Loans, Bid Loans, Swing Line Loans and L/C Obligations would exceed the Aggregate Commitments, and (iv) if, after giving effect to any reduction of the Aggregate Commitments, the Alternative Currency Sublimit, the Bid Loan 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. 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 Pro 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 SharesApplicable 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 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 Borrowers Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitments and this AgreementRevolving Commitments, or from time to time permanently reduce the Aggregate Commitments under this AgreementRevolving Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three 12:00 p.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 5,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrowers Borrower shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayment and/or Cash Collateralization 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 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 Revolving Commitments. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Pro 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 Revolving Commitments shall be paid on the effective date of such termination. Notwithstanding anything to the termination contrary in this Agreement, the Borrower may terminate Revolving Commitments of the Aggregate Commitments, this Agreement shall not terminateany 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 obligations of the Borrowers under this Agreement shall continueRevolving Loans under, until all Letters of any other Revolving 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 fullFacility.

Termination or Reduction of Commitments. The Borrowers mayBorrower may at any time and from time to time, without penalty or premium (except as provided in Article III and with respect to breakage of Term SOFR Loans), upon notice to the Administrative Agent, terminate the Aggregate Commitments and this AgreementCommitments, or from time to time permanently reduce the Aggregate Commitments under this AgreementCommitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of the Dollar equivalent of Five Million Dollars ($10,000,000 5,000,000) or any whole multiple of the Dollar equivalent of One Million Dollars ($1,000,000 1,000,000) in excess thereof, and (iii) the Borrowers Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayment and/or Cash Collateralization prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments, and (iv) if, after giving effect to any reduction of the Aggregate Commitments, the L/C Sublimit, the Alternative Currency 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. 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 Pro 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 SharesApplicable 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 Agent and each Lender party hereto hereby waive the termination 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 CommitmentsCommitments occurring on the Closing Date (including, this Agreement shall not terminatefor the avoidance of doubt, 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 fullrequirement that Borrower deliver a notice with respect thereto).

Termination or Reduction of Commitments. (a) The Borrowers may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Commitments and this Agreement, or from time to time permanently reduce the Aggregate Commitments under this AgreementCommitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 5,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrowers shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayment and/or Cash Collateralization prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments. . (b) If, after giving effect to any reduction of the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Letter of Credit Sublimit or Swing Line Sublimit shall be automatically reduced by the amount of such excess. (c) 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 Pro Rata Share; provided thatshall be reduced by such Lender’s Applicable Percentage of such reduction amount. If, during any period in which as a Lender is a Defaulting Lenderresult of such termination or reduction, (i) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, the Borrowers may shall contemporaneously with such reduction or termination, Cash Collateralize such excess amount, and (in their discretionB) 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 Total Outstandings hereunder would exceed the Aggregate Commitments shall be paid on or the effective date of such termination. Notwithstanding Swing Line Loans hereunder would exceed the termination of the Aggregate CommitmentsSwing Line Sublimit, this Agreement shall not terminateas applicable, and the obligations of the Borrowers under this Agreement shall continuecontemporaneously with such reduction or termination, until all Letters of Credit have expiredpay the Agent an amount equal to such excess, been replaced or been terminated and each Unreimbursed Amount and all interest, fees and other together with any additional amounts payable hereunder have been paid in fullrequired pursuant to Section 3.05).

Termination or Reduction of Commitments. The Borrowers Borrower may, upon notice to the Administrative AgentAgent (it being agreed that such notice may be conditioned upon the occurrence of a change of control, refinancing, acquisition, disposition or similar event, but subject to the payment of any amounts required pursuant to Section 3.05 if any prepayment set forth in such notice is not made), terminate the Aggregate Commitments and this AgreementRevolving Credit Commitments, or from time to time permanently reduce the Aggregate Commitments under this AgreementRevolving Credit Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three (3) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 1,000,000 or any whole multiple of $1,000,000 500,000 in excess thereof, and (iii) the Borrowers Borrower shall not terminate or reduce the Aggregate Revolving Credit Commitments if, after giving effect thereto and to any concurrent prepayment and/or Cash Collateralization prepayments hereunder, the Total Revolving Outstandings would exceed the Aggregate Revolving Credit Commitments, and (iv) if, after giving effect to any reduction of the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit Commitments, such Sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Revolving 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 Pro 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 SharesApplicable Revolving Credit Percentage. 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 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 Borrowers Borrower may, upon notice from the Borrower to the Administrative AgentAgent (which notice may be revocable if such notice states that the termination is contingent upon the refinancing in full of the credit facility provided hereunder, or the occurrence of any other similar transaction, and such refinancing or other transaction does not occur), terminate the Aggregate Revolving Commitments and this Agreement, or the Letter of Credit Sublimit or from time to time permanently reduce the Aggregate Revolving Commitments under this Agreementor the Letter of Credit Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 1,000,000 or any whole multiple of $1,000,000 500,000 in excess thereof, and (iii) the Borrowers Borrower shall not terminate or reduce (A) the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayment and/or Cash Collateralization prepayments hereunder, the Total Revolver Outstandings would exceed the Aggregate Revolving Commitments. , or (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. (b) If, after giving effect to any reduction of the Aggregate Revolving Commitments, the Letter of Credit Sublimit exceeds the amount of the Aggregate Revolving Commitments, such Letter of Credit Sublimit shall be automatically reduced by the amount of such excess. (c) The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Letter of Credit Sublimit or the Aggregate CommitmentsRevolving Commitments under this Section 2.05. Any Upon any reduction of the Aggregate Commitments shall be applied to Revolving Commitments, the Revolving Commitment of each Revolving Lender according to its Pro Rata Share; provided that, during any period in which a Lender is a Defaulting shall be reduced by such Revolving Lender, the Borrowers may (in their discretion) apply all or any portion to be specified by the Borrowers ’s Applicable Percentage of any optional such 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 Sharesamount. All fees and interest in respect of the Aggregate Revolving Commitments accrued until the effective date of any termination of the Aggregate Revolving Commitments shall be paid on the effective date of such termination. Notwithstanding the termination . (d) The Term Commitment of each Term Lender shall automatically terminate upon such Term Lender’s funding of its portion of the Aggregate CommitmentsTerm Loan, this Agreement which shall not terminate, and occur no later than 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 fullClosing Date.

Termination or Reduction of Commitments. The Borrowers Company may, upon notice to the Administrative Agent, (a) terminate the Aggregate Revolving Commitments and this Agreementand/or the Aggregate Alternative Currency Commitments, or (b) from time to time permanently reduce the Aggregate Revolving Commitments under this Agreementto an amount not less than the Outstanding Amount of Revolving Loans, Swing Line Loans and L/C Obligations and (c) from time to time permanently reduce the Aggregate Alternative Currency Commitments to an amount not less than the Outstanding Amount of Foreign Loans; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three 12:00 noon five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction of the Aggregate Revolving Commitments or the Aggregate Alternative Currency Commitments, as applicable, shall be in an aggregate amount of $10,000,000 5,000,000 or any whole multiple of $1,000,000 in excess thereof, thereof and (iii) the Borrowers shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayment and/or Cash Collateralization hereunderreduction of the Aggregate Revolving Commitments, the Total Outstandings would exceed Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Commitments, 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 Aggregate Revolving Commitments or the Aggregate Alternative Currency Commitments, as applicable. Any reduction of the Aggregate Revolving Commitments or the Aggregate Alternative Currency Commitments, as applicable, shall be applied to the Revolving Commitment or the Alternative Currency Commitment, as applicable, of each Lender according to its Pro 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 SharesApplicable Percentage. All fees accrued with respect thereto until the effective date of any termination of the Aggregate Revolving Commitments and/or or the Aggregate Alternative Currency 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 Borrowers Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitments and this AgreementRevolving Commitments, or from time to time permanently reduce the Aggregate Commitments under this AgreementRevolving 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 11:00 a.m. three five Business Days prior to the date of such termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrowers Borrower shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayment and/or Cash Collateralization 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, 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 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 Pro 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 SharesApplicable 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. Notwithstanding . (b) The Borrower may, upon notice to the Administrative Agent, terminate the Term Facility, or from time to time permanently reduce the Term Commitments under the Term Facility; 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 11:00 a.m. five Business Days prior to the date of such termination or reduction, and (ii) any such partial reduction shall be in an aggregate amount 47 (c) The aggregate Term Commitments shall be automatically and permanently reduced (i) by the amount of any Term Borrowing on the date of such Term Borrowing pursuant to Section 2.01(b), and (ii) to zero on the last day of the Aggregate Commitments, this Agreement shall not terminate, and Availability Period for 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 fullTerm Facility.

Termination or Reduction of Commitments. (a) The Borrowers Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitments and this AgreementCommitments, or from time to time permanently reduce the Aggregate Commitments under this AgreementCommitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 2.5 million or any whole multiple of $1,000,000 500,000 in excess thereof, and (iii) the Borrowers Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayment and/or Cash Collateralization prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments, 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 Letter of Credit 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 Pro 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 commitment fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination. (b) On any date that any Loans are required to be prepaid and/or the L/C Obligations are required to be paid or Cash Collateralized as a result of a prepayment required by Sections 2.05 (b) or (c) (or would be so required if any Loans or L/C Obligations were outstanding), the Aggregate Commitments shall be automatically and permanently reduced by the total amount of such required prepayments and Cash Collateral; provided that, regardless of whether any Loans or L/C Obligations are outstanding, the Aggregate Commitments shall be automatically and permanently reduced in the amounts and under the conditions and times specified in Sections 2.05(b) and (c). Notwithstanding The Administrative Agent will promptly notify the termination Lenders of any such reduction of the Aggregate Commitments, this Agreement shall not terminate, and the obligations . Any reduction of the Borrowers under this Agreement Aggregate Commitments shall continue, until all Letters be applied to the Commitment 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 fullLender according to its Pro Rata Share.

Termination or Reduction of Commitments. The Borrowers Borrower may, upon written, irrevocable notice to the Administrative Agent, terminate the Aggregate Commitments and this AgreementTotal Revolving Credit Commitment, or from time to time permanently reduce the Aggregate Commitments under this AgreementTotal Revolving Credit Commitment; provided that (ia) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three 12:00 noon five (5) Business Days prior to the date of termination or reduction, (iib) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iiic) the Borrowers Borrower shall not terminate or reduce the Aggregate Commitments Total Revolving Credit Commitment if, after giving effect thereto and to any concurrent prepayment and/or Cash Collateralization prepayments hereunder, the Total Outstandings Commitment Usage would exceed the Aggregate CommitmentsTotal Revolving Credit Commitment, (d) if, after giving effect to any reduction of the Total Revolving Credit Commitment, the Letter of Credit Sublimit exceeds the amount of the Total Revolving Credit Commitment, such Letter of Credit Sublimit shall be automatically reduced by the amount of such excess, and (e) if, after giving effect to any reduction of the Total Revolving Credit Commitment, the Maximum Swingline Amount exceeds the amount of the Total Revolving Credit Commitment, the Maximum Swingline Amount 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 CommitmentsTotal Revolving Credit Commitment. Any reduction of the Aggregate Commitments Total Revolving Credit Commitment shall be applied to the Revolving Credit Commitment of each Lender according to its Pro 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 SharesCommitment Ratio. All fees accrued until the effective date of any termination of the Aggregate Commitments Total Revolving Credit Commitment 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 Borrowers may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, at any time or from time to time and without premium or penalty, terminate the Aggregate Commitments and this Agreement, or from time to time permanently reduce the Aggregate Commitments under this AgreementRevolving Loan Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three (3) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrowers shall not terminate or reduce the Aggregate Revolving Loan Commitments if, after giving effect thereto and to any concurrent prepayment and/or Cash Collateralization prepayments hereunder, the Total Outstandings would exceed the Aggregate Revolving Loan Commitments. . (b) If, after giving effect to any reduction of the Aggregate Revolving Loan Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Loan Commitments, such Letter of Credit Sublimit or Swing Line Sublimit shall be automatically reduced by the amount of such excess. (c) The Administrative Agent will promptly notify the Revolving Loan Lenders of any such notice of termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit or the Aggregate CommitmentsRevolving Loan Commitments under this Section 2.06. Any Upon any reduction of the Aggregate Commitments shall be applied to Revolving Loan Commitments, the Revolving Loan Commitment of each Revolving Loan Lender according to its Pro Rata Share; provided thatshall be reduced by such Revolving Loan Lender’s Applicable Percentage of such reduction amount. If, during any period in which as a Lender is a Defaulting Lenderresult of such termination or reduction, (i) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, the Borrowers may shall contemporaneously with such reduction or termination, Cash Collateralize such excess amount, and (in their discretionii) apply all the Committed Revolving Loans or any portion to be specified by the Swing Line Loans hereunder would exceed the Aggregate Revolving Loan Commitments or the Swing Line Sublimit, as applicable, the Borrowers of any optional shall contemporaneously with such reduction of unused Aggregate Commitments under this Section 2.05 or termination, pay the Agent an amount equal to such excess. Notwithstanding anything to the unused Commitments contrary in this Agreement, the remaining balance of any one or more Defaulting Lenders specified by the Cash Collateral will be returned to 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 when all Letters of Credit have expiredbeen terminated or discharged, been replaced or all Commitments have been terminated and each Unreimbursed Amount and all interest, fees and Obligations (other amounts payable hereunder than contingent Obligations that by their terms survive the termination of this Agreement) have been paid in fullfull in immediately available funds. (d) The commitment of each FILO Term Loan Lender with respect to its FILO Term Loan shall be automatically and permanently reduced to $0 upon the funding of such FILO Term Loan to be made by it on the Fourth Restatement Date.

Termination or Reduction of Commitments. (i) The Total Revolving Credit Commitment shall terminate on the Maturity Date. (ii) The Total Term Loan Commitment shall be reduced upon and by the amount of each mandatory or optional payment or prepayment of the Term Loan. (iii) The Borrowers may, shall have the right at any time and from time to time upon five (5) Business Days’ prior written notice to the Administrative AgentAgent to reduce by $100,000, terminate the Aggregate Commitments and this Agreement, or from time to time permanently reduce the Aggregate Commitments under this Agreement; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount integral multiples of $10,000,000 or any whole multiple of $1,000,000 50,000 if in excess thereof, and (iii) the Borrowers shall not Total Revolving Credit Commitment or to terminate or reduce entirely the Aggregate Lenders’ Commitments if, after giving effect thereto and to any concurrent prepayment and/or Cash Collateralization make Revolving Credit Loans hereunder, whereupon the Total Outstandings would exceed the Aggregate Commitments. The Administrative Agent will promptly notify Revolving Credit Commitments of 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 Pro 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 reduced pro rata in accordance with their Pro Rata Sharesrespective Applicable Percentages by the aggregate amount specified in such notice or shall, as the case may be, be terminated entirely. (iv) Any mandatory payment of Revolving Credit Loans made pursuant to the provisions of Section 2.8(b) shall permanently reduce the Total Revolving Credit Commitment (allocated ratably to each Lender based on each Lender’s Revolving Credit Commitment) by the amount of such payment. (v) If, as a result of any such reduction of the Total Revolving Credit Commitment, the LC Exposure at the time would exceed the Total Revolving Credit Commitment or the amount of Letters of Credit permitted to be outstanding under Sections 2.1(a) and 3.1(a), the Borrowers shall, in connection with any such reduction, deposit with and pledge to the Administrative Agent for the benefit of the Lenders and the LC Issuer cash in an amount equal to 105% of such excess. All fees accrued until If any Letters of Credit would remain outstanding after the effective date of any such termination of the Aggregate Commitments Total Revolving Credit Commitment, in addition to satisfaction of all other applicable terms and conditions of this Agreement, the Borrowers shall be paid on deposit with and pledge to the Administrative Agent for the benefit of the Lenders and the LC Issuer cash in an amount equal to 105% of the Maximum Drawing Amount of under all Letters of Credit at the effective date of such termination. Notwithstanding the . (vi) No such reduction or 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 fullany Commitment may be reinstated.

Termination or Reduction of Commitments. The Borrowers Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitments and this AgreementRevolving Credit Commitments, or from time to time permanently reduce the Aggregate Commitments under this AgreementRevolving Credit Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 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 Borrowers Borrower shall not terminate or reduce the Aggregate Revolving Credit Commitments if, after giving effect thereto and to any concurrent prepayment and/or Cash Collateralization prepayments hereunder, the Total Revolving Outstandings would exceed the Aggregate Revolving Credit Commitments, and (iv) if, after giving effect to any reduction of the Aggregate Revolving Credit Commitments, the Alternative Currency Sublimit, the Letter of Credit—BA Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit Commitments, 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 Aggregate Revolving Credit Commitments. The amount of any such Aggregate Revolving Credit 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 Revolving Credit Commitments shall be applied to the Revolving Credit Commitment of each Revolving Lender according to its Pro Rata Revolving 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 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. 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 Borrowers Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitments and this AgreementRevolving Commitments, or from time to time permanently reduce the Aggregate Commitments under this AgreementRevolving Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 10:00 a.m. three five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrowers Borrower shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayment and/or Cash Collateralization prepayments hereunder, the Total 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 Sublimit shall be automatically reduced by the amount of such excess. 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 Pro 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 SharesApplicable 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. . (b) Notwithstanding that Committed Term Loans may not be prepaid or repaid and reborrowed under Section 2.01(b), the termination Aggregate Term Commitments (and the Term Commitment of each Term Lender) shall continue in existence after the Amendment and Restatement Effective Date; provided that the Aggregate Term Commitments (and the Term Commitment of each Term Lender on a pro rata basis) shall automatically be reduced by the amount of each payment or prepayment 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 fullCommitted Term Loans.

Termination or Reduction of Commitments. The Borrowers Company may, at its discretion, and upon notice to the Administrative Agent, on any date terminate the Aggregate Commitments and this Agreement, or from time to time time, permanently reduce the Aggregate Commitments under this AgreementCommitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of at least $10,000,000 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 Borrowers Company shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayment and/or Cash Collateralization prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments. Each optional termination of the Aggregate Commitments 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 no event may the Borrower effect a termination of the Class A-1 Loan Commitment in whole or in part that would result in a Class A-1 Loan Fraction that is lower than the Class A-1 Loan Fraction as of the 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 Pro 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 SharesApplicable 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 Aggregate Commitments, this Agreement which refinancing will not be consummated or will otherwise be delayed. (a) On any date on which the Borrower terminates or permanently reduces the Aggregate Commitments as set forth above, unless the Commitment reductions are solely pro rata based on the Class A Loan Commitment and Class A-1 Loan Commitment as of the date, (i) the Borrower shall not terminateprepay on the relevant date in accordance with Section 2.03 the aggregate Outstanding Amount of all Committed Loans, pro rata to all Lenders based on their respective Revolving Credit Exposure, and the obligations irrespective of the Borrowers portion of such Lenders’ Class A Loan Commitment or Class A-1 Loan Commitment that is being terminated or reduced, (ii) the Borrower may reborrow on such date the amounts repaid to the extent of the available Class A Commitment and Class A-1 Commitment after the relevant termination or reduction (such reborrowing to be made pro rata based on the Class A Loan Fraction and Class A-1 Loan Fraction after giving effect to such termination or reduction), in accordance with and subject to the terms and conditions of Section 2.02 and Section 4.02 and (iii) to the extent a Lender would receive repayment of Committed Loans on such date of repayment and would also fund a Committed Loan in respect of the Class A Commitment or Class A-1 Commitment on such date, such amounts shall be netted. If for any reason the Borrower would not be able to re-borrow the entire amount required under this Agreement the preceding clause (ii), the Commitment reductions shall continuebe solely pro rata based on the Class A Loan Commitment and Class A-1 Loan Commitment as of the relevant date. For the avoidance of doubt, until all Letters prepayment and reborrowing of Credit have expiredCommitted Loans in accordance with the foregoing on any Interest Payment Date will not result in any breakage or related costs, been replaced and prepayment and reborrowing of Committed Loans in accordance with the foregoing other than on an Interest Payment Date will result in breakage or been terminated related costs with respect to any Lender only to the extent of the net prepayment to such Lender resulting from the relevant repayment and each Unreimbursed Amount and all interest, fees and other amounts payable hereunder have been paid in fullreborrowing.

Termination or Reduction of Commitments. (a) The Borrowers mayBorrower shall have the right, upon not less than three (3) Business Days' written notice to the Administrative AgentBank, to terminate the Aggregate Commitments and this Agreementor, or from time to time permanently time, to reduce the Aggregate Commitments under this Agreement; provided amount of the Commitments, provided, that (i) any after giving effect to such reduction, the aggregate outstanding principal amount of the Loans plus the aggregate LOC Obligations shall not exceed the aggregate Commitments and (ii) such notice shall be received accompanied by a certificate of the Administrative Construction Agent not later than 11:00 a.m. three Business Days prior stating that the amount equal to ninety-seven percent (97%) of aggregate Budgeted Total Property Costs as of the date of termination or such reduction does not exceed the aggregate amount of Available Commitments as of such date after giving effect to such reduction, . Any such reduction (iiA) any such partial reduction shall be in an aggregate amount equal to the lesser of $10,000,000 or any whole multiple of (1) $1,000,000 in excess (or an even multiple thereof, ) or (2) the remaining Available Commitments and (iiiB) shall reduce permanently the Borrowers shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayment and/or Cash Collateralization hereunder, the Total Outstandings would exceed 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 then in effect. (b) Except for the Commitment of each Lender according to its Pro 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 issue Letters of Credit which shall continue until the date five (5) days prior to the Maturity Date (provided, however, in no event shall any Letter of Credit issued pursuant hereto have expiredan expiry date (including without limitation pursuant to any extension thereof) after the Maturity date), been replaced or been terminated the Commitments respecting any particular Property shall automatically be reduced to zero (0) upon the occurrence of the Rent Commencement Date respecting such Property. On any date on which the Commitments shall automatically be reduced to zero (0) pursuant to Section 6, the Borrower shall prepay all outstanding Loans, all outstanding amounts under the Letters of Credit and in each Unreimbursed Amount case together with accrued unpaid interest thereon and all interest, fees and other amounts payable hereunder have been paid in fullowing thereunder.

Termination or Reduction of Commitments. The Borrowers Company may, upon notice to the Administrative Agent, terminate the Aggregate Revolving Credit Commitments and this Agreementor RPS Acquisition Term Loan Commitments, or from time to time permanently reduce the Aggregate Revolving Credit Commitments under this Agreementor RPS Acquisition Term Loan Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrowers Company shall not terminate or reduce the Aggregate Revolving Credit Commitments if, after giving effect thereto and to any concurrent prepayment and/or Cash Collateralization prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Aggregate Revolving Credit Commitments, and (iv) if, after giving effect to any reduction of the Aggregate Revolving Credit Commitments, the Alternative Currency Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit Commitments, such Sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the applicable Lenders of any such notice of termination or reduction of the Aggregate Revolving Credit Commitments or RPS Acquisition Term Loan Commitments. Subject to clause (iv) of the proviso to the first sentence of this Section, the amount of any such Aggregate Revolving Credit Commitment reduction shall 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 Revolving Credit Commitments or RPS Acquisition Term Loan Commitments shall be applied to the Revolving Credit Commitment or RPS Acquisition Term Loan Commitments of each applicable Lender according to its Pro 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 Applicable Percentage with respect 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 Sharessuch Commitments. All fees accrued until the effective date of any termination of the Aggregate Revolving Credit Commitments or RPS Acquisition Term Loan 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 Borrowers Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitments and this AgreementDollar Commitments, the Multicurrency Commitments, the Letter of Credit Sublimit or the Delayed Draw Term Loan Commitment, or from time to time permanently reduce the Aggregate Commitments under this AgreementDollar Commitments, the Multicurrency Commitments, the Letter of Credit Sublimit or the Delayed Draw Term Loan Commitment; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three five Business Days prior to the date of termination or reductionreduction (or such shorter period of time as the Administrative 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, the Letter of Credit Sublimit and/or the Delayed Draw Term Loan Commitment hereunder, in each case, (iii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereofthereof (or in the case of any Foreign Currency, as set forth on the Administrative Schedule), and (iiiiv) the Borrowers Borrower shall not terminate or reduce (A) the Aggregate Commitments Revolving Credit Facility if, immediately after giving effect thereto and to any concurrent prepayment and/or Cash Collateralization prepayments hereunder, (1) the Total Revolving Credit Outstandings would exceed the Aggregate Revolving Credit Facility, (2) with respect to any termination or reduction of Dollar Commitments, the Total 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 (B) the Letter of Credit Sublimit, if, immediately after giving effect thereto, the Outstanding Amount of the L/C Obligations (including the Dollar Equivalent of any Multicurrency L/C Obligations 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, the Letter of Credit Sublimit or the Delayed Draw Term Loan Commitments, as applicable. Any reduction of the Aggregate a tranche of Commitments hereunder shall be applied ratably among the Lenders holding such tranche of Commitments based on the amount of such Commitments held by such Lender immediately prior to the Commitment of each Lender according to its Pro 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 Sharessuch reduction. All fees in respect of the Revolving Credit Facility or the Delayed Draw Term Loan Commitments accrued until the effective date of any termination of the Aggregate Revolving Credit Facility, the Delayed Draw Term Loan Commitments or the Letter of Credit Sublimit shall be paid on the effective date of such termination. Notwithstanding The Refinancing Term Loan Commitments shall be reduced to zero immediately after the termination funding thereof on the Closing Date, except with respect to a Defaulting Lender, if any (to the extent of any applicable unfunded amount). The Delayed Draw Term Loan Commitment shall be reduced to zero upon the earlier of (i) the occurrence of the Aggregate CommitmentsExpiration Date and (ii) except with respect to a Defaulting Lender, this Agreement shall not terminateif any (to the extent of any applicable unfunded amount), and immediately after the obligations of funding thereof on 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 fullTanzanite Closing Date.

Termination or Reduction of Commitments. The Borrowers Company may, upon notice to the Administrative Agent, terminate the Aggregate Commitments and this AgreementCommitments, or from time to time permanently reduce the Aggregate Commitments under this AgreementCommitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrowers Company shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayment and/or Cash Collateralization 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. 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 Company. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Pro 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 SharesApplicable 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 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 Company by notice to the Administrative Agent on or prior to the date specified for the termination of the Aggregate Commitments, this Agreement shall Commitments that the refinancing condition has not terminate, been met and the obligations of termination notice is to be revoked; provided that the Borrowers under this Agreement shall continue, until all Letters of Credit have expired, been replaced will continue to be responsible for any costs or been terminated and each Unreimbursed Amount and all interest, fees and other amounts payable hereunder have been paid expenses pursuant to Section 3.05 in fullconnection with the failure to prepay Loans resulting from such revocation.

Termination or Reduction of Commitments. (a) Unless previously terminated, the Revolving Commitments will terminate on the Revolving Maturity Date. (b) The Borrowers may, upon notice by the Parent Borrower to the Administrative Agent, terminate the Aggregate Commitments and this AgreementRevolving Commitments, or from time to time permanently reduce the Aggregate Commitments under this AgreementRevolving Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. 12:00 Noon three (3) Business Days prior to the date of termination or reductionreduction (or such shorter period as the Administrative Agent may reasonably agree), (ii) any such partial reduction shall be in an aggregate amount the Dollar Equivalent of which is $10,000,000 5,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrowers Borrower shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayment and/or Cash Collateralization prepayments hereunder, (A) the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments, (B) the Outstanding Amount of all Letters of Credit would exceed the Letter of Credit Sublimit, or (C) the Outstanding Amount of all Committed Revolving Loans denominated in Alternative Currencies exceeds an amount equal to the Alternative Currency Sublimit. Each notice of termination shall specify such election to terminate and the effective date thereof. The Administrative Agent will promptly notify the Revolving Lenders of any such notice of termination or reduction of the Aggregate Revolving Commitments. The amount of any such Aggregate Revolving Commitment reduction shall not be applied to the Alternative Currency Sublimit or the Letter of Credit Sublimit unless otherwise specified by the Parent Borrower. Any reduction of the Aggregate Revolving Commitments shall be applied to the Revolving Commitment of each Revolving Lender according to its Pro 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 SharesApplicable 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 A notice delivered by the termination Parent Borrower pursuant to this Section 2.07 may state that such notice is conditioned upon an event, such as the effectiveness of other credit facilities, the Aggregate Commitmentsreceipt of proceeds from the issuance of Equity Interests or other Indebtedness or the receipt of proceeds from a Disposition, this Agreement shall 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 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 fullsatisfied.

Termination or Reduction of Commitments. The Borrowers may, upon notice to the Administrative Agent, terminate the Aggregate Commitments and this AgreementCommitments, or from time to time permanently reduce the Aggregate Commitments under this AgreementCommitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three 12:00 noon New York City time five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 1,000,000 or any whole multiple of $1,000,000 100,000 in excess thereof, and (iii) the Borrowers shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayment and/or Cash Collateralization prepayments hereunder, the aggregate amount of 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 sublimit applicable to Letters of Credit or the sublimit applicable to Swingline Loans exceeds the amount of the Aggregate Commitments, such sublimit(s) shall be automatically reduced by the amount of such excess; provided further that if such notice is given in connection with a refinancing of all Obligations (other than contingent indemnification obligations), such notice may be conditional on the effectiveness of the replacement credit agreement or other specified event and may be revoked by the Borrowers if such condition is not satisfied or such event does not occur. 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 Pro 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 SharesApplicable Percentage. All interest and 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 Each reduction of the Aggregate Commitments shall be made ratably among the Lenders in accordance with their respective 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 Borrowers Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitments and this AgreementCommitments, the Letter of Credit Sublimit or the Total Swing Line Sublimit, or from time to time permanently reduce the Aggregate Commitments under this AgreementCommitments, the Letter of Credit Sublimit or the Total Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 10:00 a.m. three five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, thereof and (iii) the Borrowers Borrower shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayment and/or Cash Collateralization prepayments hereunder, the Total Outstandings would exceed the Aggregate CommitmentsBorrowing Base, (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 Total Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Total Swing Line Sublimit or the Outstanding Amount of Swing Line Loans owing to any Swing Line Lender would exceed such Swing Line Lender’s 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 Pro Rata Share; provided that, during shall be reduced by such Lender’s Applicable Percentage of such reduction amount. Upon 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 the Total Swing Line Sublimit, each Swing Line Lender’s Swing Line Sublimit shall be reduced by an amount equal 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 such reduction to the unused Commitments of all Lenders in accordance with their Pro Rata Sharesamount. 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 Borrowers 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 and this Agreement, or from time to time permanently reduce the Aggregate Commitments under this Agreementof any Class in whole or in part; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, apply proportionately and (iii) the Borrowers shall not terminate or permanently to reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayment and/or Cash Collateralization hereunder, the Total Outstandings would exceed the Aggregate Commitments. The Administrative Agent will promptly notify Commitment of each of the Lenders of any such notice applicable Class, except that notwithstanding the foregoing, in connection with the establishment on any date of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate any Extended Commitments shall be applied pursuant to the Commitment of each Lender according to its Pro Rata Share; provided that, during any period in which a Lender is a Defaulting LenderSECTION 2.27, 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 providing any such Extended Commitments on such date shall be reduced in an amount equal to the Borrowers amount of Commitments of such Lender so extended on such date (which application may result provided that, after giving effect to any such reduction and to the repayment of any Revolving Loans made on such date, the Credit Exposure of any such Lender does not exceed such Lender’s Commitment), (ii) any partial reduction pursuant to this Section 2.15(a) shall be in a change an amount of at least $1,000,000, and (iii) after giving effect to such termination or reduction and to any prepayments of the Pro Rata Shares Revolving Loans made on the date thereof in accordance with this Agreement, the aggregate amount of the Lenders) before applying ’ Credit Exposures shall not exceed the Total Commitments and the aggregate amount of the Lenders’ Credit Exposures in respect of any remaining reduction Class shall not exceed the aggregate Commitment of such Class. The Borrowers shall pay to the unused Administrative Agent for application as provided herein, (1) at the effective time of any such termination (but not any partial reduction), all earned and unpaid fees under the Fee Letter and all Unused Fees accrued (but unpaid) on the Commitments so terminated, and (2) at the effective time of any such reduction or termination, all Breakage Costs incurred in connection therewith and any amount by which the Credit Extensions to the Borrowers outstanding on such date exceed the amount to which the Commitments are to be reduced effective on such date. Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind, or extend the date for termination or reduction specified in, any notice delivered under this SECTION 2.15(a) if such termination or reduction would have occurred in connection with a refinancing of all Lenders in accordance with their Pro Rata Shares. All fees accrued until the effective date of or any termination portion of the Aggregate Commitments shall be paid on the effective date of such termination. Notwithstanding the termination of the Aggregate Commitmentsor other conditional event, this Agreement which refinancing or other conditional event shall not terminate, and the obligations of the Borrowers under this Agreement be consummated or 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 fullotherwise be delayed.

Termination or Reduction of Commitments. The Borrowers Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitments and this AgreementCommitments, or from time to time permanently reduce the Aggregate Commitments under this AgreementCommitments; provided that (ia) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three five Business Days prior to the date of termination or reduction, (iib) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iiic) the Borrowers Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayment and/or Cash Collateralization prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments, and (d) if, after giving effect to any reduction of the Aggregate Commitments, the Alternative Currency 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. Except as provided in the preceding sentence, the amount of any such Aggregate Commitment reduction shall not be applied to the Alternative 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 Pro 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 SharesApplicable 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, this Agreement shall Commitments and such prepayment that the refinancing condition has not terminate, been met and the obligations of termination and prepayment is to be revoked, provided that the Borrowers under this Agreement shall continue, until all Letters of Credit have expired, been replaced Borrower will continue to be responsible for any costs or been terminated and each Unreimbursed Amount and all interest, fees and other amounts payable hereunder have been paid expenses pursuant to Section 3.05 in fullconnection with the failure to prepay Loans resulting from such revocation.

Termination or Reduction of Commitments. (a) The Borrowers Company may, upon notice to the Administrative Agent, terminate the Aggregate Commitments and this AgreementCommitments, or from time to time permanently reduce the Aggregate Commitments under this AgreementCommitments; provided PROVIDED that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 5,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrowers Company shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayment and/or Cash Collateralization prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments, and (iv) if, after giving effect to any reduction of the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such sublimit or sublimits, as applicable, shall be automatically reduced to the extent necessary so that neither such sublimit shall exceed the Aggregate Commitments then in effect. 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 Pro 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 SharesApplicable Percentage. All fees accrued and unpaid until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination. (b) In addition to any required or optional payments of Committed Loans effected under SECTION 2.05, 2.06(A) or 2.07, the Borrowers shall make the following required prepayments, each such payment to be made to the Administrative Agent for the benefit of the applicable Lenders within the time period specified below: (i) The Borrowers shall make a prepayment in an amount equal to one hundred percent (100%) of the Net Cash Proceeds of each Disposition OTHER THAN Dispositions permitted under SECTIONS 7.05(B), (C), (D), (E) and (F). Notwithstanding the termination application of this SECTION 2.06(B)(I) to any Disposition that is not otherwise permitted under this Agreement, nothing in this SECTION 2.06(B)(I) shall be deemed to permit any Disposition not expressly permitted under this Agreement or to constitute a waiver or cure of any Default or Event of Default that arises as a result of a Disposition that is not permitted under this Agreement. (ii) The Borrowers shall make a prepayment in an amount equal to one hundred percent (100%) of any Net Cash Proceeds of each private or public issuance of Indebtedness of the Company or any Subsidiary, other than any issuance of Indebtedness permitted by SECTION 7.03(A) through (G). Notwithstanding the application of this SECTION 2.06(B)(II) to any issuance of Indebtedness that is not otherwise permitted under this Agreement, nothing in this SECTION 2.06(B)(II) shall be deemed to permit any Indebtedness not expressly permitted under this Agreement or to constitute a waiver or cure of any Default or Event of Default that arises as a result of the incurrence of Indebtedness that is not permitted under this Agreement. (iii) The Borrowers shall make a prepayment with respect to each private or public offering of Equity Securities of the Company or any Subsidiary (other than Equity Securities issued to any Borrower or to any employee, former employee or director of the Company or any Subsidiary as equity compensation or pursuant to any equity compensation plan of the Company) in an amount equal to one-hundred percent (100%) of the Net Cash Proceeds of each issuance of Equity Securities of the Company or any Subsidiary. Each prepayment under this SECTION 2.06(B) shall be made within ten (10) Business Days of the receipt of the applicable Net Cash Proceeds (in the case of Dispositions, such receipt to be deemed to have occurred at the end of the one hundred and eighty-day reinvestment period provided in part (a)(ii)(D) of the definition of Net Cash Proceeds) and upon not less than five (5) Business Days' prior written notice to the Administrative Agent, which notice shall include a certificate of a Responsible Officer of the Company setting forth in reasonable detail the calculations utilized in computing the Net Cash Proceeds with respect to such Disposition, issuance or offering; PROVIDED that if the Net Cash Proceeds from any single Disposition, issuance or offering are less than $10,000,000, the prepayment required to be made under this SECTION 2.06(B) shall be made within the applicable time set forth in this sentence after the aggregate amount of all such Net Cash Proceeds received since the last such prepayment shall exceed $10,000,000. Prepayments made under this SECTION 2.06(B) shall be applied to repay outstanding Committed Loans, and the amount of each such prepayment shall also permanently reduce the Aggregate Commitments until such amount is equal to $120,000,000, at which time any further prepayments of Committed Loans under this SECTION 2.06(B) shall not further reduce the Aggregate Commitments; PROVIDED that no prepayments made or required to be made pursuant to SECTION 2.06(B)(II) shall be applied to permanently reduce the Aggregate Commitments. Any prepayment of a Eurodollar Rate Loan required to be made pursuant to this SECTION 2.06(B) shall be accompanied by all accrued and unpaid interest thereon, this Agreement together with any additional amounts required pursuant to SECTION 3.05. Each such prepayment shall not terminatebe applied to the Committed Loans of the Lenders in accordance with their Applicable Percentage. (c) So long as no Event of Default has occurred and is continuing, and except to the obligations extent expressly directed otherwise by the Company in connection with any particular prepayment, each prepayment of the Borrowers under this Agreement Loans, whether pursuant to SECTION 2.05, SECTION 2.06 or otherwise, shall continue, be first applied to any Base Rate Loans outstanding 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 Base Rate Loans have been paid in full, and then to outstanding Eurodollar Rate Loans.

Termination or Reduction of Commitments. (i) The Borrowers may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Commitments and this AgreementCommitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Commitments under this AgreementCommitments, 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 11:00 a.m. three 1:00 p.m. (A) thirty (30) days prior to the date of any termination of the Aggregate Commitments and (B) five (5) Business Days prior to the date of termination any reduction of the Aggregate Commitments, the Letter of Credit Sublimit or reductionthe Swing Line Sublimit, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 5,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrowers shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayment and/or Cash Collateralization prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments. , (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. (ii) If, after giving effect to any reduction of the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Letter of Credit Sublimit or Swing Line Sublimit shall be automatically reduced by the amount of such excess. (iii) 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 Pro Rata Share; provided that, during any period in which a Lender is a Defaulting shall be reduced by such Lender, the Borrowers may (in their discretion) apply all or any portion to be specified by the Borrowers ’s Applicable Percentage of any optional such 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 Sharesamount. All fees (including, without limitation, Commitment Fees, Early Termination Fees and Letter of Credit Fees) and interest in respect of the Aggregate Commitments 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 Borrowers Borrower may, upon irrevocable notice from the Borrower to the Administrative Agent, terminate the Aggregate Commitments and this AgreementCommitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Commitments under this AgreementCommitments, 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 11:00 a.m. 1:00 p.m. three Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrowers Borrower shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayment and/or Cash Collateralization prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments. , (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. (b) If, after giving effect to any reduction of the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Letter of Credit Sublimit or Swing Line Sublimit shall be automatically reduced by the amount of such excess. (c) 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 Pro Rata Share; provided that, during any period in which a Lender is a Defaulting shall be reduced by such Lender, the Borrowers may (in their discretion) apply all or any portion to be specified by the Borrowers ’s Applicable Percentage of any optional such 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 Sharesamount. All fees (including, without limitation, commitment fees and Letter of Credit Fees) in respect of the Aggregate Commitments 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 Borrowers may, upon notice to the Administrative Agent, terminate the Aggregate Commitments and this Agreement, or from time to time permanently reduce the Aggregate Commitments under this Agreement; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrowers shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayment and/or Cash Collateralization 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 exceeds the amount of the Aggregate Commitments, the Alternative Currency Sublimit shall be automatically reduced by the amount of such excess; and provided, further, that a notice of termination or reduction of the Aggregate Commitments under this Section 2.05 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 Borrowers (by notice to the Administrative Agent on or prior to the specified effective 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 unless otherwise specified by the Borrowers. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Pro 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 Borrowers Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitments and this AgreementRevolving Commitments, or from time to time permanently reduce the Aggregate Commitments under this AgreementRevolving 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 11:00 a.m. three five Business Days prior to the date of such termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrowers Borrower shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayment and/or Cash Collateralization 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, 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 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 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 Pro 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 SharesApplicable 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. 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 Borrowers may, upon notice to the Administrative Agent from the Borrower Agent, terminate the Aggregate Commitments and this AgreementRevolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit, or from time to time permanently reduce the Aggregate Commitments under this AgreementRevolving Credit 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 11:00 a.m. three five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 5,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrowers shall not terminate or reduce (A) the Aggregate Revolving Credit Commitments if, after giving effect thereto and to any concurrent prepayment and/or Cash Collateralization prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Aggregate Revolving Credit Commitments, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of Letter of Credit 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 Swing Line Sublimit and (iv) if, after giving effect to any reduction or termination of the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit Commitments, 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 Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit. Any reduction of the Aggregate Revolving Credit Commitments shall be applied to the Revolving Credit Commitment of each Revolving Credit Lender according to its Pro 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 SharesApplicable Revolving Credit Percentage. 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 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 (a) Unless terminated earlier pursuant to subsection (b) below, the Commitments shall be automatically and permanently reduced to zero on the Maturity Date. (b) Following the Closing Date, the Borrowers may, upon notice to the Administrative Agent, terminate the Aggregate Commitments and this AgreementCommitments, or from time to time permanently reduce the Aggregate Commitments under this AgreementCommitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 10:00 a.m. three Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrowers shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayment and/or Cash Collateralization prepayments hereunder, the Total Outstandings aggregate amount of the Lenders’ Revolving Credit Exposures would exceed the Aggregate Commitments, and (iv) if, after giving effect to any reduction of the Commitments, the Letter of Credit Sublimit exceeds the amount of the Commitments, the Letter of Credit Sublimit shall be automatically reduced by the amount of such excess; provided, further, that a notice of termination or reduction of the Commitments delivered may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or condition, in which case such notice may be revoked by such Borrower (by notice to the Administrative Agent on or prior to the specified effective date of termination or reduction) 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 Commitment reduction shall not be applied to the Letter of Credit Sublimit unless otherwise specified by such Borrower or unless required by proviso (iv) of the preceding sentence. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Pro 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 SharesApplicable 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 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 Borrowers Company may, upon notice to the Administrative Agent, terminate the Aggregate Commitments and this AgreementCommitments, or from time to time permanently reduce the Aggregate Commitments under this AgreementCommitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 5,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrowers Company shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayment and/or Cash Collateralization 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, the Swing Line Sublimit or the Designated Borrower Sublimit exceeds the amount of the Aggregate Commitments, the applicable 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. 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 Pro 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 SharesApplicable 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, this Agreement shall 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 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 fullsatisfied.

Termination or Reduction of Commitments. (a) The Borrowers may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Commitments and this AgreementCommitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Commitments under this AgreementCommitments, 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 11:00 a.m. three five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrowers shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayment and/or Cash Collateralization prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments. , (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. (b) If, after giving effect to any reduction of the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Letter of Credit Sublimit or Swing Line Sublimit shall be automatically reduced by the amount of such excess. (c) 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 Pro Rata Share; provided that, during any period in which a Lender is a Defaulting shall be reduced by such Lender, the Borrowers may (in their discretion) apply all or any portion to be specified by the Borrowers ’s Applicable Percentage of any optional such 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 Sharesamount. All fees (including, without limitation, commitment fees and Letter of Credit Fees) and interest in respect of the Aggregate Commitments accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination. Notwithstanding . (d) In connection with any reduction in the termination Aggregate Commitments prior to the Maturity Date, if any Loan Party or any of its Subsidiaries owns any Margin Stock, Borrowers shall deliver to the Agent an updated Form U-1 (with sufficient additional originals thereof for each Lender), duly executed and delivered by the Borrowers, together with such other documentation as the Agent shall reasonably request, in order to enable the Agent and the Lenders to comply with any of the Aggregate Commitmentsrequirements under Regulations T, this Agreement shall not terminate, and the obligations U or X 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 fullFRB.

Termination or Reduction of Commitments. (a) The Borrowers mayBorrower shall have the right, upon notice delivered to the Administrative Agent, terminate the Aggregate Commitments and this Agreement, or from time to time permanently reduce the Aggregate Commitments under this Agreement; provided that (i) any such notice shall be received by the Administrative Agent not no later than 11:00 a.m. 1:00 P.M., New York City time, at least three Business Days prior to the proposed date of termination or reduction, (ii) 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 shall be permitted if, after giving effect thereto and to any prepayments of the Revolving Loans or Swingline Loans made on the effective date thereof, the Revolving Extensions of Credit under such Class of Revolving Commitments of any Revolving Lender would exceed such Revolving Lender’s Revolving Commitment of such Class. Any such partial reduction shall be in an aggregate amount of equal to $10,000,000 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 Borrowers shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayment and/or Cash Collateralization hereunder, the Total Outstandings would exceed 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 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 Pro 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 will terminate on the effective date Amendment No. 1 Effective Date immediately upon the funding of such terminationLender’s Term A-4 Loan thereunder. (c) The Term B-1 Commitment of each Lender will terminate on the Amendment No. Notwithstanding 1 Effective Date immediately upon the termination funding of such Lender’s Term B-1 Loan thereunder. (d) The Term B-2 Commitment of each Lender will terminate on the Aggregate Commitments, this Agreement shall not terminate, and Amendment No. 1 Effective Date immediately upon the obligations funding 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 fullsuch Lender’s Term B-2 Loan thereunder.

Termination or Reduction of Commitments. The Borrowers may, upon Revolving Commitments and the Sterling Term Loan Commitments hereunder may be permanently reduced in whole or in part by notice from the Borrower to the Administrative Agent; provided, terminate the Aggregate Commitments and this Agreement, or from time to time permanently reduce the Aggregate Commitments under this Agreement; provided that (i) any such notice shall thereof must be received by the Administrative Agent not later than 11:00 a.m. three at least five (5) Business Days prior to the date of reduction or termination or reduction, (ii) and any such partial reduction prepayment shall be in an aggregate a minimum principal amount of $10,000,000 or any whole multiple 5,000,000 and integral multiples of $1,000,000 in excess thereof, ; (ii) the Revolving Commitments may not be reduced to an amount less than the Revolving Obligations then outstanding; and (iii) the Borrowers shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayment and/or Cash Collateralization hereunderreduction of the Revolving Commitments, the Total Outstandings would exceed Alternative Currency Sublimit, the Aggregate L/C Committed Amount or the Swing Line Committed Amount exceeds the amount of the applicable Revolving Commitments, such sublimit or committed amount shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify give prompt notice to the Lenders Lenders, as the case may be, of any such notice of termination or reduction of in Revolving Commitments and/or the Aggregate Sterling Term Loan Commitments, the Alternative Currency Sublimit, the L/C Committed Amount and/or the Swing Line Committed Amount. Any reduction of the Aggregate Revolving Commitments and/or Sterling Term Loan Commitments shall be applied to the respective Revolving Commitment of each such Revolving Lender according to its Pro 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 SharesRevolving Commitment Percentage and/or Sterling Term Loan Commitment Percentage thereof. All commitment or other 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 Borrowers Company may, upon at least three Domestic Business Days’ notice to the Administrative AgentAgent at its New York Office, (i) terminate the Aggregate Commitments and this Agreementat any time, if no Loans are outstanding at such time or (ii) ratably reduce from time to time permanently reduce the Aggregate Commitments under this Agreement; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole larger multiple thereof, the aggregate amount of the Commitments in excess of the Total Outstanding Amount. Promptly after receiving a notice pursuant to this Section, the Administrative Agent shall notify each Lender of the contents thereof. (b) The Commitments shall be reduced automatically in the event that the Company or any of its Subsidiaries shall at any time, or from time to time, after the date hereof (and whether before or after the Effective Date) receive any net cash proceeds of any Reduction Event, by an amount equal to the largest multiple of $1,000,000 5,000,000 which does not exceed the amount of such net cash proceeds. The reductions in excess the Commitments required by this subsection shall be effective on the fifth Business Day following receipt by the Company or any of its Subsidiaries, as the case may be, of such net cash proceeds. The Company shall notify the Administrative Agent within two Business Days of receipt by it or a Subsidiary of net cash proceeds of a Reduction Event, specifying the date and amount thereof. (c) On the date of any reduction of the Commitments pursuant to this Section, and (iii) the Borrowers shall repay such principal amount (together with accrued interest thereon) of outstanding Loans, if any, as may be necessary so that after such repayment the aggregate outstanding principal amount of the Loans does not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayment and/or Cash Collateralization hereunder, the Total Outstandings would exceed the Aggregate Commitments. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction amount of the Aggregate CommitmentsCommitments as then reduced. Any reduction Within the foregoing limits of the Aggregate Commitments this subsection (c), each required payment or prepayment shall be applied made with respect to the Commitment of each Lender according to its Pro Rata Share; provided that, during any period in which a Lender is a Defaulting Lender, such outstanding Loans as the Borrowers may (in their discretion) apply all designate to the Administrative Agent not less than three Business Days prior to the date required for such payment or any portion to be specified prepayment or, failing such designation by the Borrowers of any optional reduction of unused Aggregate Commitments under this Section 2.05 Borrower, as the Administrative Agent may specify by notice 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 fullBorrowers.

Termination or Reduction of Commitments. The Borrowers Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitments and this AgreementCommitments, the Letter of Credit Sublimit or the Swing Line Sublimit, or from time to time permanently reduce the Aggregate Commitments under this AgreementCommitments, 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 11:00 a.m. three p.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, thereof and (iii) the Borrowers Borrower shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayment and/or Cash Collateralization prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments, (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. 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 Pro Rata Share; provided that, during any period in which a Lender is a Defaulting shall be reduced by such Lender, the Borrowers may (in their discretion) apply all or any portion to be specified by the Borrowers ’s Applicable Percentage of any optional such 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 Sharesamount. 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 Borrowers Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitments and this AgreementRevolving Commitments, or from time to time permanently reduce the Aggregate Commitments under this AgreementRevolving Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 5,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrowers Borrower shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayment and/or Cash Collateralization prepayments hereunder, the Total Revolving Outstandings and Outstanding Amount of Swing Line Loans 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 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 Revolving Commitments. The Aggregate Revolving Commitments shall be reduced by the amount of Revolving Loans required to be prepaid pursuant to Sections 2.06(d), (e), (f), (g) or (h), whether or not such amount of Revolving Loans are outstanding. Any reduction of the Aggregate Revolving Commitments shall be applied to the Revolving Commitment of each Lender according to its Revolving Pro 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 Revolving 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. Notwithstanding If the termination Additional Subordinated Debt has not been issued by the last day of fiscal year 2005, the Aggregate Revolving Commitments shall automatically be reduced by an amount equal to the remainder of (i) $25,000,000 minus (ii) any voluntary reductions 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 fullRevolving Commitments prior to such date.

Termination or Reduction of Commitments. (a) The Borrowers Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitments and this Agreementaggregate Revolving Credit Commitments, or from time to time permanently reduce the Aggregate Commitments under this Agreementaggregate Revolving Credit Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three five Business Days prior to the date of such termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 5,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrowers Borrower shall not terminate or reduce the Aggregate aggregate Revolving Credit Commitments if, after giving effect thereto and to any concurrent prepayment and/or Cash Collateralization prepayments hereunder, the Total Revolving Outstandings would exceed the Aggregate aggregate Revolving Credit Commitments, and (iv) if, after giving effect to any reduction of the aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the aggregate Revolving Credit Commitments, 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 Aggregate aggregate Revolving Credit Commitments. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Pro 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 aggregate Revolving Credit Commitments shall be paid on the effective date of such termination. (b) [Reserved]. (c) The Term B Commitment of each Term Lender shall be automatically and permanently reduced to $0 upon the making of such Term B Lender’s Term Loans pursuant to Section 2.01(b). The Revolving Credit Commitments shall terminate on the Maturity Date therefor. The Extended Revolving Credit Commitments and any Additional Revolving Credit Commitments shall terminate on the respective maturity dates applicable thereto. Notwithstanding the termination of foregoing, if the Aggregate CommitmentsClosing Date has not occurred at or prior to 11:59 p.m., this Agreement New York City time, on the Outside Date, then all Commitments 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 fullterminate at such time.

Termination or Reduction of Commitments. (a) The Borrowers Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitments and this AgreementCommitments, or from time to time permanently reduce the Aggregate Commitments under this AgreementCommitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 2,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrowers Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayment and/or Cash Collateralization prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments 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. 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 Pro Rata Share; provided thatApplicable Percentage. (b) If at any time, during there is any period in which default under the terms of any Advisory Agreement, after giving effect to any applicable cure or grace periods, or a Lender is a Defaulting Lendertermination of any Advisory Agreement, by its terms or otherwise, the Borrowers may (obligation of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and the obligation of the Borrower to Cash Collateralize the L/C Obligations shall automatically become effective, in their discretion) apply all each case without further act of the Administrative Agent 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 Lender. (which application may result in a change of the Pro Rata Shares of the Lendersc) 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.