Common use of Termination or Reduction of Commitments Clause in Contracts

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

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

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

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

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

Termination or Reduction of Commitments. (a) The Borrower Representative may, upon notice to the Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 12:00 p.m. three five Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination)reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrower Representative shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments; provided that the Borrower may terminate , (iv) if, after giving effect to any reduction of the Aggregate Commitments if all Loans have been paid in fullCommitments, the Borrower has Cash CollateralizedLetter of Credit Sublimit exceeds the amount of the Aggregate Commitments, or provided other support acceptable to such Letter of Credit Sublimit shall be automatically reduced by the applicable L/C Issuer(s) for, all outstanding Letters amount of Creditsuch excess, and there are no outstanding L/C Borrowings(v) if, after giving effect to any reduction of the Aggregate Commitments, the Blackwater Sublimit exceeds the amount of the Aggregate Commitments, such Blackwater Sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination, provided that a notice of termination of the Aggregate Commitments delivered by the Borrower Representative may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower Representative (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. (b) The Blackwater Borrower may, upon notice from the Borrower Representative to the Administrative Agent, terminate the Blackwater Sublimit, or from time to time permanently reduce the Blackwater Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 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 $5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Blackwater Borrower shall not terminate or reduce the Blackwater Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Blackwater Outstandings would exceed the Blackwater Sublimit, and (iv) if the Blackwater Sublimit is reduced to zero, the Blackwater Borrower shall cease to be a Borrower hereunder. A termination of the Blackwater Sublimit pursuant to this Section 2.05(b) shall not, in and of itself, result in a reduction of the Aggregate Commitments. The Lenders authorize the Administrative Agent to enter into all amendments and modifications to this Agreement that are reasonably required to appropriately effect any termination of the Blackwater Sublimit pursuant to this Section 2.05(b) and the removal of the Blackwater Borrower as a Borrower in connection therewith.

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

Termination or Reduction of Commitments. (a) The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate CommitmentsCommitments in whole or in part; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. noon three Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination)reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 1,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments; provided that the Borrower may terminate the Aggregate Commitments if all Loans have been paid in full, the Borrower has Cash Collateralized, or provided other support acceptable to the applicable L/C Issuer(s) for, all outstanding Letters of Credit, and there are no outstanding L/C Borrowings. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination. A notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. (b) The Borrower shall have the right, at any time, upon at least three Business Days’ notice to a Defaulting Lender (with a copy to the Administrative Agent), to terminate in whole such Defaulting Lender’s Commitment under this Section 2.04

Termination or Reduction of Commitments. (a) The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. three (3) Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination)reduction, (ii) any such partial reduction shall be (A) in the case of the Term Loans, in an aggregate amount of $5,000,000 1,000,000 or any whole multiple of $1,000,000 500,000 in excess thereof, and (B) in the case of the Revolving Loans, in an aggregate amount of $100,000 or any whole multiple of $50,000 in excess thereof; and (iii) the Borrower shall may not terminate or reduce the Aggregate Revolving Loan Commitments if, after giving effect thereto and unless the Issuing Bank is satisfied that sufficient funds will be available to permit repayment of Drawings under any concurrent prepayments hereunder, Letter of Credit outstanding as of the Total Outstandings would exceed the Aggregate Commitments; provided that the Borrower may terminate the Aggregate Commitments if all Loans have been paid in full, the Borrower has Cash Collateralized, or provided other support acceptable to the applicable L/C Issuer(s) for, all outstanding Letters date of Credit, and there are no outstanding L/C Borrowingstermination. The Administrative Agent will promptly notify the applicable Lenders of any such notice of termination or reduction of any of the Aggregate Commitments. Any reduction of the Aggregate Term Loan Commitments shall be applied to made ratably among the Commitment of each Lender according to its Applicable PercentageTerm Loan Lenders in accordance with their respective Class A Commitments and Class B Commitments. 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) If the initial Borrowing of Term Loans have not been borrowed on or before December 31, 2004, the Administrative Agent (acting at the direction of the Required Lenders) may, by written notice to the Borrower, terminate the Commitments of the Lenders with respect to each of the Loans, which termination shall become effective immediately. (c) Any termination or reduction of any of the Commitments shall be permanent.

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

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

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

Termination or Reduction of Commitments. (a) The Borrower mayInitial Term Loan Commitments and the Initial Revolving Credit Commitments shall automatically terminate upon the Commitment Termination Date and any Incremental Loan Commitments shall terminate as provided in the related Incremental Assumption Agreement. The Revolving Credit Commitment of each Revolving Credit Lender shall automatically terminate on the Maturity Date for the applicable Class of Revolving Credit Commitments; provided that (x) the foregoing shall not release any Revolving Credit Lender from any liability it may have for its failure to fund Revolving Credit Loans, upon L/C Advances or participations in Swing Line Loans that were required to be funded by it on or prior to such Maturity Date and (y) the foregoing will not release any Revolving Credit Lender from any obligation to fund its portion of L/C Advances or participations in Swing Line Loans with respect to Letters of Credit issued or Swing Line Loans made prior to such Maturity Date. (b) Upon at least three Business Days’ prior written or fax notice to the Administrative Agent, terminate the Aggregate CommitmentsBorrower may at any time in whole permanently terminate, or from time to time in part permanently reduce reduce, the Aggregate Commitmentsunused Commitments of any Class; provided provided, however, that (i) any such notice each partial reduction of the Commitments shall be received in an integral multiple of $1,000,000 and in a minimum amount of $5,000,000 (or in such lower minimum amounts or multiples as agreed to by the Administrative Agent not later than 1:00 p.m. three Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder in its reasonable discretion) and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination), (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunderreduction of the Commitments, the Total Outstandings would exceed Letter of Credit Sublimit or the Aggregate Swing Line Sublimit exceeds the amount of the Participating Revolving Credit Commitments; , such sublimit shall be automatically reduced by the amount of such excess. Except as provided that in the Borrower may terminate the Aggregate Commitments if all Loans have been paid in fullimmediately preceding sentence, the Borrower has Cash Collateralized, or provided other support acceptable amount of any such Revolving Credit Commitment reduction shall not be applied to the applicable L/C Issuer(s) for, all outstanding Letters Letter of Credit, and there are no outstanding L/C BorrowingsCredit Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrower. The Administrative Agent will promptly notify the Lenders of any Any such notice of termination or reduction pursuant to this Section 2.09(b) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the Aggregate Commitments. Any effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (or the Borrower may delay the date of prepayment identified therein to a later date reasonably acceptable to the Administrative Agent (in each case by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied or the satisfaction of such condition is delayed. (c) EachUpon any reduction of the Aggregate in theof unused Commitments hereunder shall be applied to made ratably among the Lenders in accordance with their respective applicable Commitments.of any Class, the Commitment of each Lender according to its Applicable Percentageof such Class shall be reduced on a pro rata basis (determined on the basis of the aggregate Commitments under such Class) (other than the termination of the Commitment of any Lender as provided in Section 2.21). All Any commitment fees accrued until the effective date of any termination of the Aggregate Revolving Credit Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) Unless previously terminated, the Revolving Commitments will terminate on the Revolving Maturity Date. (b) The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitmentsmay at any time terminate, or from time to time permanently reduce reduce, the Aggregate Commitments; provided that (i) any such notice the amount of each reduction of the Commitments shall be received by the Administrative Agent not later than 1:00 p.m. three Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination), (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole integral multiple of $1,000,000 in excess thereof, and not less than $2,000,000 and (iiiii) the Borrower shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunderprepayment of Revolving Loans pursuant to Section 2.09, the Total Outstandings total Revolving Exposures would exceed the Aggregate total Revolving Commitments. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under Section 2.07(b) at least three Business Days before the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly after it receives any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section will be irrevocable; provided that the Borrower may terminate the Aggregate Commitments if all Loans have been paid in full, the Borrower has Cash Collateralized, or provided other support acceptable to the applicable L/C Issuer(s) for, all outstanding Letters of Credit, and there are no outstanding L/C Borrowings. The Administrative Agent will promptly notify the Lenders of any such notice terminating the Revolving Commitments may state that it is conditioned on the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or before the specified effective date) if such condition is not satisfied. Any termination or reduction of the Aggregate Commitments will be permanent and will be made ratably among the Lenders in accordance with their respective Commitments. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination.

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

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

Termination or Reduction of Commitments. (a) The Borrower mayInitial Term Loan Commitments and the Initial Revolving Credit Commitments shall automatically terminate upon the Commitment Termination Date and any Incremental Loan Commitments shall terminate as provided in the related Incremental Assumption Agreement. The Revolving Credit Commitment of each Revolving Credit Lender shall automatically terminate on the Maturity Date for the applicable Class of Revolving Credit Commitments; provided that (x) the foregoing shall not release any Revolving Credit Lender from any liability it may have for its failure to fund Revolving Credit Loans, upon L/C Advances or participations in Swing Line Loans that were required to be funded by it on or prior to such Maturity Date and (y) the foregoing will not release any Revolving Credit Lender from any obligation to fund its portion of L/C Advances or participations in Swing Line Loans with respect to Letters of Credit issued or Swing Line Loans made prior to such Maturity Date. (b) Upon at least three Business Days’ prior written or fax notice to the Administrative Agent, terminate the Aggregate CommitmentsBorrower may at any time in whole permanently terminate, or from time to time in part permanently reduce reduce, the Aggregate Commitments; provided provided, however, that (i) any such notice each partial reduction of the Commitments shall be received in an integral multiple of $1,000,000 and in a minimum amount of $5,000,000 (or in such lower minimum amounts or multiples as agreed to by the Administrative Agent not later than 1:00 p.m. three Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder in its reasonable discretion) and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination), (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunderreduction of the Commitments, the Total Outstandings would exceed Letter of Credit Sublimit or the Aggregate Swing Line Sublimit exceeds the amount of the Participating Revolving Credit Commitments; , such sublimit shall be automatically reduced by the amount of such excess. Except as provided that in the Borrower may terminate the Aggregate Commitments if all Loans have been paid in fullimmediately preceding sentence, the Borrower has Cash Collateralized, or provided other support acceptable amount of any such Revolving Credit Commitment reduction shall not be applied to the applicable L/C Issuer(s) for, all outstanding Letters Letter of Credit, and there are no outstanding L/C BorrowingsCredit Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrower. The Administrative Agent will promptly notify the Lenders of any Any such notice of termination or reduction pursuant to this Section 2.09(b) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the Aggregate Commitments. Any effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. (c) Each reduction of in the Aggregate Commitments hereunder shall be applied to made ratably among the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such terminationLenders in accordance with their respective applicable Commitments.

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

Termination or Reduction of Commitments. All unused Commercial Banks Facility Commitments, if any, shall be automatically and permanently terminated on the last day of the Availability Period. (a) Upon any payment or prepayment of the Commercial Bank Loans pursuant to Section 3.01 (Repayment of Commercial Bank Loan Borrowings), Section 3.08 (Optional Prepayment) or Section 3.09 (Mandatory Prepayment), the Aggregate Commercial Banks Facility Commitment and the Aggregate Tranche Commitments of Tranches paid or prepaid shall be automatically and permanently reduced (pro rata across all Tranches and pro rata within each Tranche) in an amount equal to such payment or prepayment. (b) The Borrower mayshall have the right to permanently terminate in whole, upon notice to the Administrative Agent, terminate the Aggregate Commitments, or and from time to time to permanently reduce in part, the Aggregate Tranche Commitments with respect to all Tranches pro rata with respect to the then outstanding Commercial Banks Facility Commitments of all Tranches (in a minimum amount of ten million Dollars ($10,000,000)), in accordance with Section 3.3 (Voluntary Cancellation of Secured Debt) of the Common Terms Agreement. (c) The Borrower shall have the right to permanently terminate the Commercial Banks Facility Commitments of Non-Consenting Lenders in accordance with Section 4.04(d) (Obligation to Mitigate). (d) All unused Commercial Banks Facility Commitments; provided that (i) any such notice , if any, shall be received by terminated upon the Administrative Agent not later than 1:00 p.m. three Business Days prior occurrence of an Event of Default if required pursuant to Section 8.02 (Acceleration Upon Bankruptcy) or Section 8.03 (Acceleration Upon Other Event of Default) in accordance with the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination), (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess terms thereof, and (iii) the Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments; provided that the Borrower may terminate the Aggregate Commitments if all Loans have been paid in full, the Borrower has Cash Collateralized, or provided other support acceptable to the applicable L/C Issuer(s) for, all outstanding Letters of Credit, and there are no outstanding L/C Borrowings. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination.

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

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

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

Termination or Reduction of Commitments. (a) The Borrower mayTerm B-2 Loan Commitment of each Term B-2 Loan Lender shall terminate in its entirety on the Amendment No. 3 Effective Date (after giving effect to the incurrence of the Term B-2 Loans on such date). Unless previously terminated, the Revolving Credit Commitments shall terminate on the Revolving Credit Termination Date. (b) Upon at least three Business Days’ prior irrevocable written (provided that such notice may state that it is conditioned upon the effectiveness of other credit facilities, incurrence of other Indebtedness or consummation of another transaction (such as a Change of Control), in which case such notice may be revoked by the Company if such condition is not satisfied prior to the stated effective date of the termination or reduction set forth in such notice) or telecopy notice to the Administrative Agent, terminate the Aggregate CommitmentsCompany (on behalf of all the Borrowers) may at any time in whole permanently terminate, or from time to time in part permanently reduce reduce, the Aggregate Total Revolving Credit Commitments; provided provided, however, that (i) any such notice each partial reduction of the Total Revolving Credit Commitments shall be received in an integral multiple of $1,000,000 and in a minimum principal amount of $5,000,000 and (ii) no such termination or reduction shall be made which would reduce the Total Revolving Credit Commitments to an amount less than the sum of (x) the aggregate outstanding principal amount (or Assigned Dollar Value, in the case of Revolving Credit Loans denominated in Alternative Currencies) of the Competitive Loans and Standby Loans and (y) the L/C Obligations outstanding at such time. Notwithstanding the foregoing, as long as no Default or Event of Default is continuing, the Company may terminate the unused amount of the Revolving Credit Commitment of a Defaulting Lender upon not less than ten Business Days’ prior notice to the Administrative Agent (which will promptly notify the Revolving Credit Lenders thereof), it being understood that such termination will not be deemed to be a waiver or release of any claim any of the Borrowers or the Administrative Agent may have against such Defaulting Lender. (c) Subject to the last sentence of Section 2.10(b) and to Section 2.25, any reduction in the Total Revolving Credit Commitments hereunder shall be made ratably among the Revolving Credit Lenders in accordance with their respective Revolving Credit Commitments. Subject to the last sentence of Section 2.09(a), the Company shall pay to the Administrative Agent for the account of the Revolving Credit Lenders, on the date of each termination or reduction, the Commitment Fees on the amount of the Revolving Credit Commitments so terminated or reduced accrued to but not including the date of such termination or reduction. (d) A Revolving Credit Commitment terminated or reduced under this Section 2.10 may not be reinstated. (e) On the fifth Business Day following the receipt of the Net Cash Proceeds of any Specified Disposition (or, if earlier, the date on which any prepayment of the Term Loans is made with respect to such Specified Disposition pursuant to Section 2.12(b)), the Total Revolving Credit Commitments shall be automatically and permanently reduced (without further action on the part of any Person) to the extent necessary to cause the Total Net Leverage Ratio, on a Pro Forma Basis recomputed as of the end of the most recently ended Test Period (and assuming for such purposes that the Total Revolving Credit Commitments were fully used and, for the avoidance of doubt, after giving effect to any prepayment of the Term Loans made in connection with such Specified Disposition pursuant to Section 2.12(b) and any other prepayment, redemption, repurchase, defeasance or discharge of any Indebtedness made in connection with such Specified Disposition), to be not greater than 2.50:1.00. The amount of any required mandatory termination of Total Revolving Credit Commitments pursuant to this Section 2.10(e) shall be determined in good faith by the Company and set forth in a certificate signed by a Responsible Officer (which certificate shall set forth in reasonable detail the calculation of the amount of such mandatory reduction of the Total Revolving Credit Commitments) delivered to the Administrative Agent not later than 1:00 p.m. three the fifth Business Days prior Day following the receipt of the Net Cash Proceeds of the applicable Specified Disposition (or, if earlier, the date on which any prepayment of the Term Loans is made in connection with such Specified Disposition pursuant to Section 2.12(b)), and the Administrative Agent shall give the Lenders prompt written notice of the amount of any such required mandatory reduction of the Total Revolving Credit Commitments. The provisions of Section 2.10(c) and 2.12(e) shall apply to any such mandatory reduction of the Total Revolving Credit Commitments. (f) On the fifth Business Day following the consummation of any Specified Distribution (or, if earlier, the date on which any prepayment of the Term Loans is made with respect to such Specified Distribution pursuant to Section 2.12(c)), the Total Revolving Credit Commitments shall be automatically and permanently reduced (without further action on the part of any Person) to the date extent necessary to cause the Total Net Leverage Ratio, on a Pro Forma Basis recomputed as of termination or reduction the end of the most recently ended Test Period (except and assuming for such purposes that if no Loans are outstanding hereunder and no Letters of the Total Revolving Credit are issued and outstanding hereunder or the effectiveness of a new credit facility Commitments were fully used and, for the Borrower is conditioned on the termination avoidance of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination), (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrower shall not terminate or reduce the Aggregate Commitments ifdoubt, after giving effect thereto and to any concurrent prepayments hereunderprepayment of the Term Loans made substantially simultaneously in connection with such Specified Distribution pursuant to Section 2.12(c) and any other prepayment, redemption, repurchase, defeasance or discharge of any Indebtedness made in connection with such Specified Distribution), to be not greater than 2.50:1.00. The amount of any required mandatory termination of Total Revolving Credit Commitments pursuant to this Section 2.12(f) shall be determined in good faith by the Company and set forth in a certificate signed by a Responsible Officer (which certificate shall set forth in reasonable detail the calculation of the amount of such mandatory reduction of the Total Revolving Credit Commitments) delivered to the Administrative Agent not later than the fifth Business Day following the occurrence of the Specified Distribution (or, if earlier, the Total Outstandings would exceed date on which any prepayment of the Aggregate Commitments; provided that the Borrower may terminate the Aggregate Commitments if all Term Loans have been paid is made in full, the Borrower has Cash Collateralized, or provided other support acceptable connection with such Specified Distribution pursuant to the applicable L/C Issuer(s) for, all outstanding Letters of CreditSection 2.12(c)), and there are no outstanding L/C Borrowings. The the Administrative Agent will promptly notify shall give the Lenders prompt written notice of the amount of any such notice of termination or required mandatory reduction of the Aggregate Total Revolving Credit Commitments. Any The provisions of Section 2.10(c) shall apply to any such mandatory reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such terminationTotal Revolving Credit Commitments.

Termination or Reduction of Commitments. (a) The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. noon three Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination)reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 1,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments; provided that the Borrower may terminate the Aggregate Commitments if all Loans have been paid in full, the Borrower has Cash Collateralized, or provided other support acceptable to the applicable L/C Issuer(s) for, all outstanding Letters of Credit, and there are no outstanding L/C Borrowings. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination. A notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. (b) The Borrower shall have the right, at any time, upon at least three Business Days’ notice to a Defaulting Lender (with a copy to the Administrative Agent), to terminate in whole such Defaulting Lender’s Commitment under this Section 2.04

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

Termination or Reduction of Commitments. (a) The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Tranche 1 Commitments, or from time to time permanently reduce the Aggregate Tranche 1 Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. three 11:00 a.m. one Business Days Day prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination)reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, thereof and (iii) any such notice may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments; provided that the Borrower may terminate the Aggregate Commitments if all Loans have been paid in full, the Borrower has Cash Collateralized, or provided other support acceptable (by written notice to the applicable L/C Issuer(sAdministrative Agent on or prior to the specified effective date) for, all outstanding Letters of Credit, and there are no outstanding L/C Borrowingsif such condition is not satisfied. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Tranche 1 Commitments. Any reduction of the Aggregate Tranche 1 Commitments shall be applied to the Tranche 1 Commitment of each Tranche 1 Lender according to its Applicable Tranche 1 Percentage. All fees accrued until the effective date of any termination of the Aggregate Tranche 1 Commitments shall be paid on the effective date of such termination. (b) The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Tranche 2 Commitments, or from time to time permanently reduce the Aggregate Tranche 2 Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. one Business Day 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 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 Borrower (by written 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 Tranche 2 Commitments. Any reduction of the Aggregate Tranche 2 Commitments shall be applied to the Tranche 2 Commitment of each Tranche 2 Lender according to its Applicable Tranche 2 Percentage. All fees accrued until the effective date of any termination of the Aggregate Tranche 2 Commitments shall be paid on the effective date of such termination. (c) To the extent not previously terminated, all unused Commitments hereunder shall terminate on the earlier of (i) the Closing Date (after giving effect to the Loans made on such date) and (ii) the expiry of the Availability Period. The Borrower shall provide the Administrative Agent prompt written notice of any commitment reduction pursuant to clause (ii) hereof. (d) Notwithstanding anything in Section 2.05 or this Section 2.06 or anything else herein to the contrary, any prepayment of Loans or reduction of Commitments, whether voluntary or mandatory, to be made with respect to the Commitments or Loans of Xxxxxxx Xxxxx Bank USA and Xxxxxxx Sachs Lending Partners LLC under this Agreement shall be allocated between their respective Commitments or Loans, as applicable, as Xxxxxxx Xxxxx Bank USA and Xxxxxxx Sachs Lending Partners LLC shall elect in their sole discretion.

Termination or Reduction of Commitments. (a) Unless previously terminated, (i) the Term Commitments shall terminate at 5:00 p.m., New York City time, on the Effective Date and (ii) the Revolving Commitments shall terminate on the Revolving Maturity Date; provided, that all the Commitments shall automatically terminate at 5:00 p.m., New York City time, on December 31, 2014, if the Effective Date shall not theretofore have occurred. (b) The Borrower may, upon notice to the Administrative Agent, Company may at any time terminate the Aggregate Commitments, or from time to time permanently reduce reduce, the Aggregate CommitmentsCommitments of any Class; provided that (i) each reduction of the Commitments of any such notice Class shall be received by in an amount that is an integral multiple of the Borrowing Multiple and not less than the Borrowing Minimum and (ii) the Company shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.10, the aggregate Revolving Exposures would exceed the aggregate Revolving Commitments. (c) The Company shall notify the Administrative Agent not later than 1:00 p.m. of any election to terminate or reduce the Commitments of any Class under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction (except that if no Loans are outstanding hereunder reduction, specifying such election and no Letters the effective date thereof. Promptly following receipt of Credit are issued and outstanding hereunder or such a notice, the effectiveness Administrative Agent shall advise the Lenders of a new credit facility for the Borrower is conditioned on contents thereof. Each notice delivered by the termination of Company pursuant to this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination), (ii) any such partial reduction Section shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitmentsirrevocable; provided that the Borrower may terminate the Aggregate Commitments if all Loans have been paid in full, the Borrower has Cash Collateralized, or provided other support acceptable to the applicable L/C Issuer(s) for, all outstanding Letters of Credit, and there are no outstanding L/C Borrowings. The Administrative Agent will promptly notify the Lenders of any such a notice of termination or reduction of any of the Aggregate CommitmentsRevolving Commitments delivered by the Company may state that such notice is conditioned upon the occurrence of subsequent events (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Aggregate Commitments of any Class shall be applied to permanent. Each reduction of the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date Commitments of any termination of the Aggregate Commitments Class shall be paid on made ratably among the effective date applicable Lenders in accordance with their respective Commitments of such terminationClass.

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

Termination or Reduction of Commitments. (a) The Borrower mayInitial Term Loan Commitments and the Initial Revolving Credit Commitments shall automatically terminate upon the Commitment Termination Date and any Incremental Loan Commitments shall terminate as provided in the related Incremental Assumption Agreement. The Revolving Credit Commitment of each Revolving Credit Lender shall automatically terminate on the Maturity Date for the applicable Class of Revolving Credit Commitments; provided that (x) the foregoing shall not release any Revolving Credit Lender from any liability it may have for its failure to fund Revolving Credit Loans, upon L/C Advances or participations in Swing Line Loans that were required to be funded by it on or prior to such Maturity Date and (y) the foregoing will not release any Revolving Credit Lender from any obligation to fund its portion of L/C Advances or participations in Swing Line Loans with respect to Letters of Credit issued or Swing Line Loans made prior to such Maturity Date. (b) Upon at least three Business Days’ prior written or fax notice to the Administrative Agent, terminate the Aggregate CommitmentsBorrower may at any time in whole permanently terminate, or from time to time in part permanently reduce reduce, the Aggregate Commitmentsunused Commitments of any Class; provided provided, however, that (i) any such notice each partial reduction of Commitments shall be received in an integral multiple of $1,000,000 and in a minimum amount of $5,000,000 (or in such lower minimum amounts or multiples as agreed to by the Administrative Agent not later than 1:00 p.m. three Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder in its reasonable discretion) and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination), (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunderreduction of Revolving Credit Commitments, the Total Outstandings would exceed Letter of Credit Sublimit or the Aggregate Swing Line Sublimit exceeds the amount of the Participating Revolving Credit Commitments; , such sublimit shall be automatically reduced by the amount of such excess. Except as provided that in the Borrower may terminate the Aggregate Commitments if all Loans have been paid in fullimmediately preceding sentence, the Borrower has Cash Collateralized, or provided other support acceptable amount of any such Revolving Credit Commitment reduction shall not be applied to the applicable L/C Issuer(s) for, all outstanding Letters Letter of Credit, and there are no outstanding L/C BorrowingsCredit Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrower. The Administrative Agent will promptly notify the Lenders of any Any such notice of termination or reduction pursuant to this Section 2.09(b) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the Aggregate Commitments. Any effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower or the Borrower may delay the date of prepayment identified therein to a later date reasonably acceptable to the Administrative Agent (in each case by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied or the satisfaction of such condition is delayed. (c) Upon any reduction of the Aggregate unused Commitments shall be applied to of any Class, the Commitment of each Lender according to its Applicable Percentageof such Class shall be reduced on a pro rata basis (determined on the basis of the aggregate Commitments under such Class) (other than the termination of the Commitment of any Lender as provided in Section 2.21). All Any commitment fees accrued until the effective date of any termination of the Aggregate Revolving Credit Commitments shall be paid on the effective date of such termination.

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

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

Termination or Reduction of Commitments. The Borrower may, upon notice to the Administrative AgentAgent (which notice may be conditioned on closing of alternative financing), terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. three 11:00 a.m. five (5) Business Days (or such shorter period as shall be acceptable to Administrative Agent) prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination)reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments; provided that the Borrower may terminate , and (iv) if, after giving effect to any reduction of the Aggregate Commitments if all Loans have been paid in fullCommitments, the Borrower has Cash CollateralizedLetter of Credit Sublimit exceeds the amount of the Aggregate Commitments, or provided other support acceptable to such Letter of Credit Sublimit shall be automatically reduced by the applicable L/C Issuer(s) for, all outstanding Letters amount of Credit, and there are no outstanding L/C Borrowingssuch excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination. Unless the Aggregate Commitments are terminated in their entirety, the Aggregate Commitments shall not be less than $20,000,000.

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

Termination or Reduction of Commitments. (a) The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. 12:00 noon Pacific Time three Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder reduction, and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination), (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof. Notwithstanding anything to the contrary contained herein, and (iii) the Borrower shall not terminate or reduce a notice of termination of the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments; provided that delivered by the Borrower may terminate state that such notice is conditioned upon the Aggregate Commitments if all Loans have been paid effectiveness of other credit facilities or any other transaction, in full, which case such notice may be revoked by the Borrower has Cash Collateralized, or provided other support acceptable (by notice to the applicable L/C Issuer(sAdministrative Agent on or prior to the specified effective date) for, all outstanding Letters of Credit, and there are no outstanding L/C Borrowingsif such condition is not satisfied. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Applicable Percentage. All 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. Each reduction of the Aggregate Commitments shall be made ratably among the Lenders in accordance with their respective Commitments. (b) The Aggregate Commitments shall automatically terminate on the Commitment Termination Date; provided that, upon the occurrence of an Early Maturity Event and to the extent that no Loans are outstanding (including following any payment required under Section 2.05 (assuming such payment was made on the date such Early Maturity Event occurs)), a portion of the Aggregate Commitments equal to the Applicable Early Maturity Amount (less the amount of any payment required to be made under Section 2.05 in respect of such Early Maturity Event) for such Early Maturity Event shall automatically terminate on the date such Early Maturity Event occurs.

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

Termination or Reduction of Commitments. (i) Unless previously terminated, each Commitment shall terminate on the Maturity Date applicable thereto. (ii) The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitmentsmay at any time terminate, or from time to time permanently reduce reduce, the Aggregate Commitments; provided that (iA) any such notice shall be received by each reduction of the Administrative Agent not later than 1:00 p.m. three Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination), (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole that is an integral multiple of $CAD 1,000,000 in excess thereofand not less than CAD 5,000,000, and (iiiB) the Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunderprepayment of the Loans in accordance with Section 2.08, the Total Outstandings sum of the Revolving Credit Exposures would exceed the Aggregate total Commitments. (iii) The Borrower shall notify the Agent of any election to terminate or reduce the Commitments under subpart (ii) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower may terminate state that such notice is conditioned upon the Aggregate Commitments if all Loans have been paid effectiveness of other credit facilities, in full, which case such notice may be revoked by the Borrower has Cash Collateralized, or provided other support acceptable (by notice to the applicable L/C Issuer(sAgent on or prior to the specified effective date) for, all outstanding Letters of Credit, and there are no outstanding L/C Borrowingsif such condition is not satisfied. The Administrative Agent will promptly notify the Lenders of any such notice of Any termination or reduction of the Aggregate CommitmentsCommitments shall be permanent. Any Each reduction of the Aggregate Commitments shall be applied to made ratably among the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such terminationLenders in accordance with their respective Commitments.

Termination or Reduction of Commitments. (a) The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Revolving Commitments, or from time to time permanently reduce the Aggregate Revolving Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. three 11:00 a.m. five Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters in the case of Credit are issued and outstanding hereunder or the effectiveness any reductions to be made in June of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination2009), (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrower shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments; provided that the Borrower may terminate , and (iv) if, after giving effect to any reduction of the Aggregate Commitments if all Loans have been paid in fullRevolving Commitments, the Borrower has Cash CollateralizedLetter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Commitments, or provided other support acceptable to such Sublimit shall be automatically reduced by the applicable L/C Issuer(s) for, all outstanding Letters amount of Credit, and there are no outstanding L/C Borrowingssuch excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Revolving Commitments. Any reduction of the Aggregate Revolving Commitments shall be applied to the Revolving Commitment of each Revolving Lender according to its Applicable PercentagePro Rata Share. All 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) Following the occurrence of a Change of Control, the Required Lenders may in their sole and absolute discretion elect, during the sixty day period immediately subsequent to the later of (a) such occurrence and (b) the earlier of (i) receipt of the Borrower’s written notice to the Administrative Agent of such occurrence and (ii) if no such notice has been received by the Administrative Agent, the date upon which the Administrative Agent and the Lenders have actual knowledge thereof, to terminate all of the Commitments. In any such case the Commitments shall be terminated effective on the date which is sixty days subsequent to the date of written notice from the Administrative Agent to the Borrower thereof, and (i) to the extent that any Loans are then outstanding, the same shall be immediately due and payable, and (ii) to the extent that any Letters of Credit are then outstanding, Borrower shall provide cash collateral for the same. (c) The Class B Commitments of the Designated Extending Lenders shall be permanently reduced by an amount equal to 50% of the amount of all Gross Bond Proceeds as herein set forth. The reductions to the Class B Commitments of the Designated Extended Lenders shall be made ratably, based upon such Lenders’ total Class A Commitments as of the date of such reduction. If the Class B Commitments of any Designated Extending Lender shall be reduced to zero, any Commitment reduction to which it would otherwise be entitled shall be shared ratably among the other Designated Extending Lenders; provided that after all Class B Commitments of the Designated Extending Lenders have been permanently retired, the Class A Commitments of the Designated Extending Lenders shall thereupon be ratably reduced until the aggregate amount thereof shall have been reduced to $1.5 billion, and once the aggregate Class A Commitments have been reduced to $1.5 billion, no further reductions to the Commitments will be necessary.

Termination or Reduction of Commitments. (a) The Borrower mayshall have the right, upon not less than one Business Days’ notice (or three Business Days’ notice if the related termination or reduction would require a prepayment of Eurocurrency Loans prior to the last day of an Interest Period) to the Administrative Agent, to terminate the Aggregate CommitmentsCommitments or, or from time to time permanently time, to reduce the Aggregate amount of the Commitments; provided that (i) any no such notice shall be received by the Administrative Agent not later than 1:00 p.m. three Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination), (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrower shall not terminate or reduce the Aggregate Commitments permitted if, after giving effect thereto and to any concurrent prepayments hereunderof the Loans made on the effective date thereof, the Total Outstandings Extensions of Credit would exceed the Aggregate Total Commitments; provided, further, that no such termination or reduction of Commitments shall be permitted if, after giving effect thereto (and to any terminations or reductions of Foreign Currency Commitments on the effective date thereof pursuant to Section 2.4(b)), the Foreign Currency Commitment of any Lender would exceed the Commitment of such Lender. Any such reduction shall be in an amount equal to $1,000,000, or a whole multiple thereof, and shall reduce permanently the Commitments then in effect. (b) The Borrower shall have the right, upon not less than three Business Days’ notice to the Administrative Agent, to terminate the Foreign Currency Commitments or, from time to time, to reduce the amount of the Foreign Currency Commitments; provided that the Borrower may terminate the Aggregate Commitments if all Loans have been paid in full, the Borrower has Cash Collateralized, or provided other support acceptable to the applicable L/C Issuer(s) for, all outstanding Letters of Credit, and there are no outstanding L/C Borrowings. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Foreign Currency Commitments shall be applied permitted if, after giving effect thereto and to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination prepayments of the Aggregate Commitments shall be paid Foreign Currency Loans made on the effective date thereof, the Total Foreign Currency Extensions of Credit would exceed the Total Foreign Currency Commitments. Any such terminationreduction shall be in an amount equal to $1,000,000, or a whole multiple thereof, and shall reduce permanently the Foreign Currency Commitments then in effect.

Termination or Reduction of Commitments. (a) The Borrower mayshall have the right, upon at least two Business Days’ notice to the Administrative Agent, to terminate the Aggregate Commitments, in whole or from time to time permanently reduce ratably in part the Aggregate Commitmentsunused portions of the respective Commitments of the Lenders; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. three Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination), (ii) any such each partial reduction shall be in an the aggregate amount of $5,000,000 1,000,000 or any whole an integral multiple of $1,000,000 in excess thereof, and ; (iiiii) the Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments; provided that the Borrower may terminate and (iii) if, after giving effect to any reduction of the Aggregate Commitments if all Loans have been paid in fullCommitments, the Borrower has Cash CollateralizedLetter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, or provided other support acceptable to such Sublimit shall be automatically reduced by the applicable L/C Issuer(s) for, all outstanding Letters amount of Credit, and there are no outstanding L/C Borrowingssuch excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Applicable PercentagePro Rata Share. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination. (b) On or after the expiration of the Negotiation Period, if the parties hereto shall have failed to enter into a New Agreement before the end of the Negotiation Period, the Administrative Agent shall at the request, or may with the consent, of the Required Lenders, by notice to the Borrower, declare the obligation of each Lender to make Credit Extensions to be terminated, whereupon the same shall forthwith terminate (with the result that each Lender’s Commitment shall forthwith terminate), and upon such termination, all commitment fees accrued to the date of such termination shall automatically be due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by the Borrower.

Termination or Reduction of Commitments. (a) The Borrower Co-Borrowers may, upon notice to the Administrative AgentAgent by HoldCo, terminate the Aggregate aggregate Working Capital Commitments, or from time to time permanently reduce the Aggregate aggregate Working Capital Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. three noon five (5) Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination)reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 5,000,000.00 or any whole multiple of $1,000,000 1,000,000.00 in excess thereof, and (iii) the Borrower shall Co-Borrowers may not terminate or reduce the Aggregate aggregate Working Capital Commitments if, after giving effect thereto and to any concurrent prepayments hereunderthereto, the Total Outstandings a mandatory prepayment would exceed the Aggregate Commitments; provided that the Borrower may terminate the Aggregate Commitments if all Loans have been paid in full, the Borrower has Cash Collateralized, or provided other support acceptable to the applicable L/C Issuer(s) for, all outstanding Letters of Credit, and there are no outstanding L/C Borrowingsbe required under Section 2.07(a). The Administrative Agent will promptly notify the Lenders Banks of any such notice of termination or reduction of the Aggregate aggregate Working Capital Commitments. Any reduction of the Aggregate aggregate Working Capital Commitments shall be applied to the Working Capital Commitment of each Lender Working Capital Bank according to its Applicable Working Capital Percentage. All fees accrued until the effective date of any termination of the Aggregate aggregate Working Capital Commitments and all other amounts payable shall be paid on the effective date of such termination. (b) The Co-Borrowers may, upon notice to the Agent by HoldCo, terminate the aggregate Revolving Commitments, or from time to time permanently reduce the aggregate Revolving Commitments; provided that (i) any such notice shall be received by the Agent not later than 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 $1,000,000.00 or any whole multiple of $500,000.00 in excess thereof, and (iii) the Co-Borrowers may not terminate or reduce the aggregate Revolving Commitments if, after giving effect thereto, a mandatory prepayment would be required under Section 2.07(b). The Agent will promptly notify the Banks of any such 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 Bank according to its Revolving Percentage. All fees accrued until the effective date of any termination of the aggregate Revolving Commitments and all other amounts payable shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) Concurrently with the Borrowing of any Term A-1 Loans on any Borrowing Date, the Term A-1 Commitment of each Term A-1 Lender will be permanently reduced on a dollar-for-dollar basis by the principal amount of Term A-1 Loans made by such Term A-1 Lender on such Borrowing Date. Concurrently with the Borrowing of any Term A-2 Loans on any Borrowing Date, the Term A-2 Commitment of each Term A-2 Lender will be permanently reduced on a dollar-for-dollar basis by the principal amount of Term A-2 Loans made by such Term A-2 Lender on such Borrowing Date. (b) Unless previously terminated, (i) the Axxxxxxxx Xxxx X-0 Commitments will terminate in full at 5:00 p.m. on the last day of the Availability Period with respect to the Term A-1 Facility and (ii) the Aggregate Term A-2 Commitments will terminate in full at 5:00 p.m. on the last day of the Availability Period with respect to the Term A-2 Facility. (c) The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Axxxxxxxx Xxxx X-0 Commitments or the Axxxxxxxx Xxxx X-0 Commitments, or from time to time permanently reduce the Aggregate Axxxxxxxx Xxxx X-0 Commitments or the Axxxxxxxx Xxxx X-0 Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. three 12:00 Noon five (5) Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder reduction, and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination), (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof. Each such notice of termination shall specify such election to terminate, the relevant Class(es) of Commitments to be terminated, and (iii) the Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments; provided that the Borrower may terminate the Aggregate Commitments if all Loans have been paid in full, the Borrower has Cash Collateralized, or provided other support acceptable to the applicable L/C Issuer(s) for, all outstanding Letters of Credit, and there are no outstanding L/C Borrowingseffective date thereof. The Administrative Agent will promptly notify the Lenders of the relevant Class(es) of any such notice of termination or reduction of Commitments of such Class(es). A notice delivered by the Aggregate Commitments. Borrower pursuant to this Section 2.07(c) may state that such notice is conditioned upon an event, such as the effectiveness of other credit facilities, the receipt of the proceeds from the issuance of Equity Interests or other Indebtedness or the receipt of the proceeds from a Disposition, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. (d) Any reduction of the Aggregate Axxxxxxxx Xxxx X-0 Commitments pursuant to Section 2.07(b) or (c) shall be applied to the Term A-1 Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination Percentage of the Aggregate Term A-1 Facility. Any reduction of the Axxxxxxxx Xxxx X-0 Commitments pursuant to Section 2.07(b) or (c) shall be paid on applied to the effective date Term A-2 Commitment of such terminationeach Lender according to its Applicable Percentage of the Term A-2 Facility.

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

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

Termination or Reduction of Commitments. (a) The Revolving Credit Commitments shall be automatically and permanently terminated at 5:00 p.m., New York City time, on the Revolving Credit Termination Date. (b) The Borrower mayshall have the right, upon not less than three Business Days’ notice to the Administrative Agent, to terminate the Aggregate CommitmentsRevolving Credit Commitments or any Incremental Revolving Loan Amounts or, or from time to time permanently time, to reduce the Aggregate Commitments; amount thereof, provided that (i) any no such notice shall be received by the Administrative Agent not later than 1:00 p.m. three Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of with respect to Revolving Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination), (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrower shall not terminate or reduce the Aggregate Commitments permitted if, after giving effect thereto and to any concurrent prepayments hereunderof the Swingline Loans and the Revolving Credit Loans made on the effective date thereof, the Total Outstandings Revolving Extensions of Credit would exceed the Aggregate Commitments; provided that Revolving Credit Commitments then in effect and (ii) no such termination or reduction of with respect to any Incremental Revolving Loan Amount shall result in the Borrower aggregate outstanding principal amount of the related Incremental Revolving Loans being greater than such Incremental Revolving Loan Amount as so reduced or terminated. Any reduction pursuant to this subsection 2.7(b) shall be in an amount equal to $1,000,000, or a whole multiple of $100,000 in excess thereof, and shall reduce permanently the Revolving Credit Commitments or the applicable Incremental Revolving Loan Amount then in effect, as the case may terminate the Aggregate Commitments if all Loans have been paid in fullbe. Upon receipt of any notice pursuant to this subsection 2.7(b), the Borrower has Cash CollateralizedAdministrative Agent shall promptly notify each Revolving Credit Lender, or provided other support acceptable to the applicable L/C Issuer(s) for, all outstanding Letters of Crediteach affected Incremental Lender, and there are no outstanding L/C Borrowings. The Administrative Agent will promptly notify the Lenders Swingline Lender, as applicable, of any such the contents thereof. (c) Each notice of termination or reduction of delivered by the Aggregate Commitments. Any reduction of the Aggregate Commitments Borrower under this subsection 2.7 shall be applied irrevocable, provided that any such notice may state that such notice is conditioned upon effectiveness of other financing or of an asset sale, in which case such notice may be revoked by the Borrower by notice to the Commitment of each Lender according Administrative Agent on or prior to its Applicable Percentage. All fees accrued until the specified effective date of any termination of the Aggregate Commitments shall be paid on the effective date of if such terminationcondition is not satisfied.

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

Termination or Reduction of Commitments. (a) The Borrower mayInitial Term Loan Commitments and the Initial Revolving Credit Commitments shall automatically terminate upon the Commitment Termination Date and any Incremental Loan Commitments, upon Refinancing Commitments, Extended Revolving Credit Commitments or Commitments with respect to Extended Term Loans shall terminate as provided in the related Incremental Loan Assumption Agreement, Refinancing Amendment or Extension Amendment, as applicable. The Revolving Credit Commitment of each Revolving Credit Lender shall automatically terminate on the Maturity Date for the applicable Class of Revolving Credit Commitments; provided that (x) the foregoing shall not release any Revolving Credit Lender from any liability it may have for its failure to fund Revolving Credit Loans, L/C Advances or participations in Swing Line Loans that were required to be funded by it on or prior to such Maturity Date and (y) the foregoing will not release any Revolving Credit Lender from any obligation to fund its portion of L/C Advances or participations in Swing Line Loans with respect to Letters of Credit issued or Swing Line Loans made prior to such Maturity Date. (b) Upon at least three Business Days’ prior written or fax notice to the Administrative Agent, terminate the Aggregate CommitmentsBorrower may at any time in whole permanently terminate, or from time to time in part permanently reduce reduce, the Aggregate Commitmentsunused Commitments of any Class; provided provided, however, that (i) any such notice each partial reduction of Commitments shall be received in an integral multiple of $1,000,000 and in a minimum amount of $5,000,000 (or in such lower minimum amounts or multiples as agreed to by the Administrative Agent not later than 1:00 p.m. three Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder in its reasonable discretion) and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination), (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunderreduction of Revolving Credit Commitments, the Total Outstandings would exceed Letter of Credit Sublimit or the Aggregate Swing Line Sublimit exceeds the amount of the Participating Revolving Credit Commitments; , such sublimit shall be automatically reduced by the amount of such excess. Except as provided that in the Borrower may terminate the Aggregate Commitments if all Loans have been paid in fullimmediately preceding sentence, the Borrower has Cash Collateralized, or provided other support acceptable amount of any such Revolving Credit Commitment reduction shall not be applied to the applicable L/C Issuer(s) for, all outstanding Letters Letter of Credit, and there are no outstanding L/C BorrowingsCredit Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrower. The Administrative Agent will promptly notify the Lenders of any Any such notice of termination or reduction pursuant to this Section 2.09(b) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the Aggregate Commitments. Any effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower or the Borrower may delay the date of prepayment identified therein to a later date reasonably acceptable to the Administrative Agent (in each case by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied or the satisfaction of such condition is delayed. (c) Upon any reduction of the Aggregate unused Commitments shall be applied to of any Class, the Commitment of each Lender according to its Applicable Percentageof such Class shall be reduced on a pro rata basis (determined on the basis of the aggregate Commitments under such Class) (other than the termination of the Commitment of any Lender as provided in Section 2.21). All Any commitment fees accrued until the effective date of any termination of the Aggregate Revolving Credit Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) All unused Term Loan Facility Debt Commitments, if any, shall be automatically and permanently terminated (without premium or penalty) as of 5:00 p.m. (New York time) on the last day of the Term Loan Availability Period that is a Business Day. (b) The Borrower may, upon notice may cancel or reduce permanently the whole or any part of the unutilized Term Loan Facility Debt Commitments in accordance with Section 3.2 (Right of Repayment and Cancellation in Relation to the Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. three Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of terminationSingle Facility Lender), Section 3.7 (iiPro Rata Payment) any such partial reduction shall be and Section 3.8 (Reductions and Cancellations of Facility Debt Commitments) of the Common Terms Agreement on a pro rata basis across all remaining Term Loan Facility Debt Commitments under this Agreement (in an aggregate a minimum amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments; provided that the Borrower may terminate the Aggregate Commitments if all Loans have been paid in full, the Borrower has Cash Collateralized, or provided other support acceptable to the applicable L/C Issuer(s) for, all outstanding Letters of Credit, and there are no outstanding L/C Borrowings10,000,000). The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until From the effective date of any termination such reduction or cancellation, the Commitment Fees shall be computed on the undrawn portion of the Aggregate Term Loan Facility Debt Commitments as so reduced or cancelled. (c) On the date of incurrence of any Replacement Senior Debt in accordance with Section 6.3 (Replacement Senior Debt) of the Common Terms Agreement to the extent that such Replacement Senior Debt is intended to be applied to cancel or reduce any or all Term Loan Facility Debt Commitments, the Term Loan Facility Debt Commitments of the Term Lenders shall be paid on reduced in accordance with Section 3.8(a) (Reductions and Cancellations of Facility Debt Commitments) of the effective date Common Terms Agreement to the extent of such terminationamounts applied towards such cancellation or reduction; provided that, if the Borrower incurs Replacement Senior Debt for purposes of repaying Term Loans and canceling or reducing Term Loan Facility Debt Commitments, the Borrower shall be deemed to have, on a pro rata basis, applied the proceeds of such Replacement Senior Debt first to repay any outstanding Term Loans in accordance with Section 3.14(c) (Pro Rata Treatment), and, to the extent any Replacement Senior Debt proceeds remain, secondly to cancel Term Loan Facility Debt Commitments that subsequently remain available to be drawn in accordance with Section 3.14(b) (Pro Rata Treatment). (d) All unused Term Loan Facility Debt Commitments, if any, shall be terminated upon the occurrence of a Loan Facility Event of Default if required pursuant to Section 8.02 (Acceleration Upon Bankruptcy) or Section 8.03 (Action Upon Event of Default) in accordance with the terms thereof.

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

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

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

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

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

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

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

Termination or Reduction of Commitments. (a) Unless previously terminated, the Commitments shall terminate at 5:00 p.m., New York City time, on the Availability Termination Date. (b) On the date of each Loan of any Class made by any Lender, such Lender's Commitment of such Class shall be reduced by an amount equal to such Loan. (c) In the event that a prepayment of Loans would be required pursuant to paragraph (b), (c), (d) or (e) of Section 2.03, the Commitments then in effect shall be reduced as and to the extent required by Section 2.03. (d) The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitmentsmay at any time terminate, or from time to time permanently reduce reduce, the Aggregate Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. Commitments upon at least three Business Days notice to the Administrative Agents; PROVIDED that, prior to the date of any such termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination), (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrower shall not terminate or reduce the Aggregate Commitments ifunless, after giving effect thereto and to any concurrent prepayments hereunderrepayment of Loans, the Total Outstandings would exceed the Aggregate Commitments; provided that the Borrower may terminate the Aggregate there will not be any Commitments if all in effect and there will not be any Loans have been paid in fulloutstanding), the Borrower has Cash Collateralizedshall demonstrate, or provided other support acceptable to the reasonable satisfaction of the Requisite Lenders, either (i) availability of alternative funds on a dollar-for-dollar basis and on terms reasonably satisfactory to the Requisite Lenders or (ii) that after giving effect to such termination or reduction, there shall be sufficient Commitments (or other alternative funds available on terms reasonably satisfactory to the Requisite Lenders) to finance the build-out and operation of the Project in a manner that will enable Holdings to comply with the covenants contained in Sections 6.16 through 6.25 at all times during the period from the date of such termination or reduction until the Maturity Date; PROVIDED FURTHER that, after giving effect to such reduction or termination, there shall be sufficient Commitments under each Participating Credit Agreement for the payment of any Supplier Manufactured Items which have been ordered under the applicable L/C Issuer(sSupply Contract and for which the applicable Supplier has not yet been paid; PROVIDED FURTHER that each reduction of less than all remaining Commitments pursuant to this paragraph (d) for, all outstanding Letters shall be in an amount that is an integral multiple of Credit, $1,000,000 and there are no outstanding L/C Borrowingsnot less than $3,000,000. The Administrative Agent will promptly Borrower shall not have the right optionally to terminate or reduce any Commitments except as provided herein. (e) The Borrower shall notify the Lenders Administrative Agents of any election to terminate or reduce the Commitments of any Class under paragraph (d) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, each Administrative Agent shall advise the Lenders in its Lender Group of the contents thereof. Each notice of delivered by the Borrower pursuant to this Section shall be irrevocable. Any termination or reduction of the Aggregate CommitmentsCommitments shall be permanent. Any Each reduction or termination of the Aggregate Commitments pursuant to paragraph (c) of this Section shall be applied as provided in Section 2.03(g). Each reduction or termination of the Commitments pursuant to paragraph (d) of this Section shall be applied to the Commitment all Commitments of each Lender according Class under all Participating Credit Agreements then in effect ratably; PROVIDED that the Borrower may elect to its Applicable Percentage. All fees accrued until terminate or reduce Commitments under a Participating Credit Agreement (without terminating or ratably reducing other Commitments) if Holdings and the effective date Borrower certify to the Administrative Agents under the other Participating Credit Agreements that such termination or reduction reflects anticipated reduced purchases under and in accordance with the related Supply Contract and otherwise in accordance with paragraph (d) of any termination of the Aggregate Commitments shall be paid on the effective date of such terminationthis Section.

Termination or Reduction of Commitments. The Borrower may(a) Unless previously terminated, upon notice to the Administrative Agent, unused Commitments shall terminate on the Aggregate Commitments, or from time to time permanently reduce last day of the Aggregate Commitments; provided that Commitment Period. (b) If (i) a Mandatory Prepayment Event occurs at any such notice shall time during the Commitment Period and a mandatory prepayment of the Loans would be received by the Administrative Agent not later than 1:00 p.m. three Business Days prior required pursuant to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of terminationSection 2.5(b), (ii) there are any unused Commitments on such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereofdate, and (iii) the Borrower elects to reduce the Commitments in lieu of making a required mandatory prepayment of the Loans pursuant to Section 2.5(b) (or there are no Loans outstanding), then on the date of such Mandatory Prepayment Event, the unused Commitments shall be reduced by an amount equal to the Net Cash Proceeds received by the Parent, the Borrower or any Subsidiary of the Borrower from such Mandatory Prepayment Event that would have been required to be applied to a mandatory prepayment of the Loans pursuant to Section 2.5(b). On the date of such Mandatory Prepayment Event, the Borrower shall deliver to the Agent a certificate of a Responsible Officer of the Borrower confirming the Borrower’s election to reduce the Commitments (in lieu of making the mandatory prepayment of Loans) and setting forth in reasonable detail the calculation of the Net Cash Proceeds to be applied to such reduction of the Commitments, whereupon the Commitment of each Lender shall be reduced by an amount equal to such Lender’s Commitment Percentage of such Net Cash Proceeds. (c) The Borrower may at any time terminate, or from time to time reduce, the unused Commitments; provided that each reduction of the unused Commitments shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $5,000,000. (d) The Borrower shall notify the Agent of any election to terminate or reduce the Aggregate Commitments ifunder paragraph (c) of this Section 2.10 by 2:00 p.m. at least one (1) Business Day prior to the effective date of such termination or reduction, after giving effect thereto specifying such election and to the effective date thereof. Promptly following receipt of any concurrent prepayments hereundernotice, the Total Outstandings would exceed Agent shall advise the Aggregate CommitmentsLenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section 2.10 shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower may terminate state that such notice is conditioned upon the Aggregate Commitments if all Loans have been paid effectiveness of other credit facilities, in full, which case such notice may be revoked by the Borrower has Cash Collateralized, or provided other support acceptable (by notice to the applicable L/C Issuer(sAgent on or prior to the specified effective date) for, all outstanding Letters of Credit, and there are no outstanding L/C Borrowingsif such condition is not satisfied. The Administrative Agent will promptly notify the Lenders of any such notice of Any termination or reduction of the Aggregate CommitmentsCommitments shall be permanent. Any Each reduction of the Aggregate Commitments shall be applied to made ratably among the Lenders in accordance with their respective Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such terminationPercentages.

Termination or Reduction of Commitments. (a) Any unused Construction Loan Commitments shall be automatically and permanently terminated on the earlier to occur of the Conversion Date and the Conversion Date Certain, in each case after giving effect to all Construction Loans, if any, to be made on such day. (b) Any unused Term Loan Commitments shall be automatically and permanently terminated on the earlier to occur of the Conversion Date and the Conversion Date Certain, in each case after giving effect to all Term Loans, if any, to be made on such day. (c) The Borrower mayConstruction Loan Commitments, the Term Loan Commitments and the Working Capital Loan Commitments shall be automatically and permanently terminated in full, and any amounts on deposit in or standing to the credit of the Escrow Account shall be released and reimbursed to the Tranche B Lenders, if the First Escrow Release Date has not occurred on or before December 31, 2007. (d) If each of the In-Progress Plant 1 Construction Loan Funding Date and the In-Progress Plant 2 Construction Loan Funding Date has not occurred on or before December 31, 2007 or, if earlier, either of Xxxxxxxx or Xxxxxx is released pursuant to Section 7.04 (Release of Borrower), all unused Construction Loan Commitments, all Term Loan Commitments (other than an amount of the Term Loan Commitments equal to any Construction Loans then outstanding) and all unused Working Capital Loan Commitments (other than the Working Capital Plant Commitment for any Plant whose Loans have been funded) shall be automatically and permanently terminated in full and all funds on deposit in or standing to the credit of the Escrow Account shall be released and reimbursed to the Tranche B Lenders. (e) In the event that any Plant achieves its Commercial Operation Date and fails to meet such Plant's Performance Guarantee, both the Construction Loan Commitments for such Plant and the Term Loan Commitments shall be automatically and permanently reduced on the Commercial Operation Date for such Plant in the amounts required in accordance with Schedule 2.08(e). (f) The Working Capital Loan Commitments shall be automatically and permanently terminated on the applicable Working Capital Maturity Date (with respect to each applicable Working Capital Lender). (g) In the event of any prepayment of the Construction Loans pursuant to Section 3.09 (Optional Prepayment) or Section 3.10 (Mandatory Prepayment), or any termination of Construction Loan Commitments pursuant to Section 2.08(j), the Term Loan Commitments shall be automatically and permanently reduced in an amount equal to such prepayment. (h) In the event that all Construction Loan Commitments and Term Loan Commitments have been cancelled or terminated in full and all outstanding Construction Loans and Term Loans have been repaid in full, the Working Capital Loan Commitments of each Working Capital Lender shall be automatically and permanently terminated in full upon written notice of such Working Capital Lender delivered to the Administrative Agent, terminate Agent and the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that Borrowers' Agent within ninety (90) days following such occurrence. (i) any such notice Any unused Construction Loan Commitments, Term Loan Commitments and Working Capital Loan Commitments shall be received by the Administrative Agent not later than 1:00 p.m. three Business Days prior terminated, and any amounts on deposit in or standing to the date credit of termination the Escrow Account shall be released and reimbursed to the Tranche B Lenders, upon the occurrence of an Event of Default if and to the extent required pursuant to Section 9.02 (Action upon Bankruptcy) or reduction Section 9.03 (except that if no Loans are outstanding hereunder and no Letters Action Upon Other Event of Credit are issued and outstanding hereunder or Default) in accordance with the effectiveness terms thereof. (j) In the event of a new credit facility release of any Borrower in accordance with Section 7.04 (Release of Borrower), all Construction Loan Commitments with respect to such Borrower's Plant, and Working Capital Loan Commitments in the amount equal to the Working Capital Plant Commitment for the Borrower is conditioned on the termination of this Agreementeach such Plant that has been released shall, any notice terminating the Aggregate Commitments may be received on the date of termination)such release, be automatically and permanently terminated in full. (iik) If, on the Conversion Date, any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, amounts are released and (iii) reimbursed to the Borrower shall not terminate or reduce Tranche B Lenders from the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunderEscrow Account, the Total Outstandings would exceed the Aggregate Commitments; provided that the Borrower may terminate the Aggregate Commitments if all Loans have been paid in full, the Borrower has Cash Collateralized, or provided other support acceptable to the applicable L/C Issuer(s) for, all outstanding Letters of Credit, and there are no outstanding L/C Borrowings. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Tranche B Term Loan Commitments shall be applied automatically and permanently reduced in an amount equal to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such terminationreimbursement.

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

Termination or Reduction of Commitments. The Borrower mayCompany shall have the right, upon not less than five Business Days’ notice to the Administrative Agent, to terminate the Aggregate CommitmentsCommitments or, or from time to time permanently time, to reduce the Aggregate amount of the Commitments; provided that no such termination or reduction shall be permitted if, after giving effect thereto and to any prepayments of the Loans made on the effective date thereof, the aggregate principal Dollar Amount (idetermined as of the most recent Revaluation Date) of the Loans and LOC Obligations then outstanding would exceed the Commitments then in effect; provided further that a notice of termination of the Commitments delivered by the Company may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of proceeds from the issuance of other Indebtedness, 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. Upon receipt of any such notice shall be received by the Administrative Agent not later than 1:00 p.m. three Business Days prior to shall promptly notify each Bank thereof. Any reduction of the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of Commitments made in accordance with this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination), (ii) any such partial reduction subsection 2.5 shall be in an aggregate amount of equal to $5,000,000 or any a whole multiple of $1,000,000 in excess thereof, and (iii) the Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments; provided that the Borrower may terminate the Aggregate Commitments if all Loans have been paid in full, the Borrower has Cash Collateralized, or provided other support acceptable to the applicable L/C Issuer(s) for, all outstanding Letters of Credit, and there are no outstanding L/C Borrowings. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Applicable PercentageCommitment Percentage and shall reduce permanently the Commitments then in effect. All fees accrued until If, after giving effect to any reduction or termination of the effective date Commitments, the LOC Commitment or Swing Line Commitment exceeds the aggregate Commitments, the LOC Commitment and Swing Line Commitment shall be automatically reduced by the amount of such excess or to $0 in the case of any termination of the Aggregate Commitments shall be paid on the effective date of such terminationCommitments.

Termination or Reduction of Commitments. The Borrower mayshall have the right, upon not less than five Business Days' notice to the Administrative AgentAgent and not less than fifteen days' notice to the Rating Agencies, to terminate the Aggregate Commitmentsor, or from time to time permanently time, reduce the amount of the Maximum Aggregate CommitmentsCommitment; provided provided, however, that no such termination or reduction shall be permitted if (a) after giving effect thereto and to all transactions to occur on the effective date thereof, the sum of (i) any the Credits Outstanding and (ii) the Interest Component with respect to outstanding Commercial Paper on such notice shall be received by date would exceed the Administrative Agent not later than 1:00 p.m. three Business Days prior to sum of the date of Maximum Aggregate Commitment and the 364-Day Maximum Aggregate Commitment or (b) such termination or reduction (except that if no Loans are would result in a downgrading, suspension or withdrawal by any Rating Agency of the ratings of the outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of terminationCommercial Paper Notes referred to in Section 5.2(c), (ii) any . Any such partial reduction shall be in an aggregate amount of equal to $5,000,000 or any a whole multiple of $1,000,000 in excess thereofthereof and shall reduce permanently the Maximum Aggregate Commitment then in effect and, and (iii) the Borrower shall not terminate or reduce the Aggregate Commitments ifsubject to Section 2.5(j), after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments; provided that the Borrower may terminate the Aggregate Commitments if all Loans have been paid in full, the Borrower has Cash Collateralized, or provided other support acceptable to the applicable L/C Issuer(s) for, all outstanding Letters of Credit, and there are no outstanding L/C Borrowings. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction shall be pro rata among the Lenders and shall be effective on the date specified in the Borrower's notice. If for any reason the full amount of the Aggregate Commitments. Any reduction Facility Fee payable on any Distribution Date in respect of the Aggregate Unutilized Available Commitments shall not be applied paid in full within five Business Days after such Distribution Date (whether or not funds are available to make such payment as described in clauses (i) and (ii) of Section 2.9), then the Majority Lenders may, by written notice to the Commitment Administrative Agent and the Borrower, permanently reduce the Maximum Aggregate Commitment, effective on the date specified in such notice, by an amount equal to the Unutilized Available Commitments as of each Lender according to its Applicable Percentagesuch effective date. All fees accrued until If at any time the effective date of any termination principal amount of the Aggregate Commitments MRI Note shall be paid on less than the effective date of MRI Note Required Amount (as each such terminationterm is defined in the Series 1998-1 Supplement), then automatically the Maximum Aggregate Commitment shall immediately be permanently reduced by an amount equal to the Unutilized Available Commitments at such time.

Termination or Reduction of Commitments. (a) The Borrower Borrowers may, upon notice to the Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall must be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m., New York City time, three (3) Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination), (ii) any such partial reduction shall will be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof. Each notice delivered by the Borrowers pursuant to this Section 2.07(a) shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrowers may state that such notice is conditioned upon the occurrence of one or more events specified therein, and in which case such notice may be revoked by the Borrowers (by notice to the Administrative Agent on or prior to the specified date of termination) if such condition is not satisfied. (b) Each Lender’s Commitment shall be automatically reduced by the amount of each Loan made by such Lender, such reduction to be effective immediately following the making of such Loan by such Lender. Unless previously terminated, the Aggregate Commitments shall terminate automatically on the earliest of (i) the Outside Date, (ii) the consummation of the Allergan Acquisition without the borrowing by any Borrower of any Loans hereunder, (iii) the Borrower shall not terminate or reduce termination of the Aggregate Commitments ifAllergan Merger Agreement in accordance with its terms and (iv) 11:59 p.m., after giving effect thereto and New York City time, on the Closing Date. (c) Promptly following receipt of any notice pursuant to any concurrent prepayments hereunderSection 2.07(a), the Total Outstandings would exceed the Aggregate Commitments; provided that the Borrower may terminate the Aggregate Commitments if all Loans have been paid in full, the Borrower has Cash Collateralized, or provided other support acceptable to the applicable L/C Issuer(s) for, all outstanding Letters of Credit, and there are no outstanding L/C Borrowings. The Administrative Agent will promptly notify the Lenders of any such notice the details thereof. Any partial reduction of the Aggregate Commitments will be applied to the Commitments of the Lenders according to their respective Applicable Percentages. Any termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Applicable Percentagepermanent. All fees Ticking Fees accrued until through the effective date of any termination or reduction of the Aggregate Commitments (in the case of any reduction, in respect of the aggregate amount of the Commitments subject to such reduction) shall be paid payable on the effective date of such terminationtermination or reduction.

Termination or Reduction of Commitments. (a) The Borrower mayshall have the right, upon not less than one Business Days’ notice (or three Business Days’ notice if the related termination or reduction would require a prepayment of EurodollarEurocurrency Loans prior to the last day of an Interest Period) to the Administrative Agent, to terminate the Aggregate CommitmentsCommitments or, or from time to time permanently time, to reduce the Aggregate amount of the Commitments; provided that (i) any no such notice shall be received by the Administrative Agent not later than 1:00 p.m. three Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination), (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrower shall not terminate or reduce the Aggregate Commitments permitted if, after giving effect thereto and to any concurrent prepayments hereunderof the Loans made on the effective date thereof, the Total Outstandings Extensions of Credit would exceed the Aggregate Total Commitments; provided, further, that no such termination or reduction of Commitments shall be permitted if, after giving effect thereto (and to any terminations or reductions of Foreign Currency Commitments on the effective date thereof pursuant to Section 2.4(b)), the Foreign Currency Commitment of any Lender would exceed the Commitment of such Lender. Any such reduction shall be in an amount equal to $1,000,000, or a whole multiple thereof, and shall reduce permanently the Commitments then in effect. (b) The Borrower shall have the right, upon not less than three Business Days’ notice to the Administrative Agent, to terminate the Foreign Currency Commitments or, from time to time, to reduce the amount of the Foreign Currency Commitments; provided that the Borrower may terminate the Aggregate Commitments if all Loans have been paid in full, the Borrower has Cash Collateralized, or provided other support acceptable to the applicable L/C Issuer(s) for, all outstanding Letters of Credit, and there are no outstanding L/C Borrowings. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Foreign Currency Commitments shall be applied permitted if, after giving effect thereto and to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination prepayments of the Aggregate Commitments shall be paid Foreign Currency Loans made on the effective date thereof, the Total Foreign Currency Extensions of Credit would exceed the Total Foreign Currency Commitments. Any such terminationreduction shall be in an amount equal to $1,000,000, or a whole multiple thereof, and shall reduce permanently the Foreign Currency Commitments then in effect.

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

Termination or Reduction of Commitments. The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall be WEST\258439317.6 319678-00008950 received by the Administrative Agent not later than 1:00 p.m. three 10:00 a.m. five (5) Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination)reduction, (ii) any such partial reduction shall be in an aggregate amount of Five Million Dollars ($5,000,000 5,000,000) or any whole multiple of One Million Dollars ($1,000,000 1,000,000) in excess thereof, and (iii) the Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments; provided that the Borrower may terminate , and (iv) if, after giving effect to any reduction of the Aggregate Commitments if all Loans have been paid in full, or the Borrower has Cash Collateralized, or provided other support acceptable to the applicable L/C Issuer(s) forSublimit exceeds the amount of the Aggregate Commitments, all outstanding Letters such Sublimit shall be automatically reduced by the amount of Credit, and there are no outstanding L/C Borrowingssuch excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments, provided, that any such notice (whether to terminate the Aggregate Commitments or to permanently reduce the Aggregate Commitments) may state that it is conditioned upon the effectiveness of other transactions, in which case such notice may be revoked or delayed by Borrower (by notice to Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) The Borrower mayshall have the right, prior to the Closing Date, upon not less than three Business Days’ notice to the Administrative Agent, to terminate the Aggregate CommitmentsCommitments or, or from time to time permanently time, to ratably reduce the Aggregate amount of the Commitments; provided that (i) any . Any such notice shall be received by the Administrative Agent not later than 1:00 p.m. three Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination), (ii) any such partial reduction shall be in an aggregate amount of equal to $5,000,000 10,000,000, or any whole an integral multiple of $1,000,000 in excess thereof, and (iii) shall reduce permanently the Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments; provided that the Borrower may terminate the Aggregate Commitments if all Loans have been paid then in full, the Borrower has Cash Collateralized, or provided other support acceptable to the applicable L/C Issuer(s) for, all outstanding Letters of Credit, and there are no outstanding L/C Borrowingseffect. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction . (b) Upon the occurrence of any Prepayment Event or a Specified Merger Consideration Reduction prior to the Aggregate Closing Date, the Commitments shall automatically be applied reduced in an aggregate amount equal to 100% of (x) in the case of a Prepayment Event, the Net Cash Proceeds of such Prepayment Event and (y) in the case of a Specified Merger Consideration Reduction, the aggregate principal Dollar amount of any such Specified Merger Consideration Reduction; provided that in the case of proceeds received by an Excluded Subsidiary of Holdings as a result of a Specified Asset Sale, subject to Section 6.11, the foregoing commitment reduction requirement shall be suspended until such time as such proceeds are distributed to Holdings, the Company or any Subsidiary of Holdings that is not an Excluded Subsidiary (and, in the case of joint ventures with unaffiliated third parties, to the extent of Holdings’ direct or indirect Equity Interest therein). Each Lender’s Commitment shall be reduced pro rata by the amount of each Lender according such reduction. If such reductions result in the Commitments being reduced to its Applicable Percentage$0, all accrued fees shall be payable upon such reduction. (c) The Commitments shall automatically terminate on the Commitment Termination Date. All accrued fees accrued until shall be payable upon the effective date of any termination of the Aggregate Commitments pursuant to this clause (c). The Commitments shall automatically be paid on reduced to zero upon funding of the effective date of such terminationLoans.

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

Termination or Reduction of Commitments. (a) The Borrower Company may, upon notice to the Administrative Agent, terminate the Aggregate Tranche 1 Commitments, or from time to time permanently reduce the Aggregate Tranche 1 Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. three 11:00 a.m. one Business Days Day prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination)reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, thereof and (iii) any such notice may state that it is conditioned upon the Borrower shall not terminate occurrence or reduce non-occurrence of any event specified therein (including the Aggregate Commitments ifeffectiveness of other credit facilities), after giving effect thereto and to any concurrent prepayments hereunder, in which case such notice may be revoked by the Total Outstandings would exceed the Aggregate Commitments; provided that the Borrower may terminate the Aggregate Commitments if all Loans have been paid in full, the Borrower has Cash Collateralized, or provided other support acceptable Company (by written notice to the applicable L/C Issuer(sAdministrative Agent on or prior to the specified effective date) for, all outstanding Letters of Credit, and there are no outstanding L/C Borrowingsif such condition is not satisfied. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Tranche 1 Commitments. Any reduction of the Aggregate Tranche 1 Commitments shall be applied to the Tranche 1 Commitment of each Tranche 1 Lender according to its Applicable Tranche 1 Percentage. All fees accrued until the effective date of any termination of the Aggregate Tranche 1 Commitments shall be paid on the effective date of such termination. (b) The Company may, upon notice to the Administrative Agent, terminate the Aggregate Tranche 2 Commitments, or from time to time permanently reduce the Aggregate Tranche 2 Commitments; provided that (i) any such notice shall be received by the Administrative Agent not 35 later than 11:00 a.m. one Business Day 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 state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Company (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Tranche 2 Commitments. Any reduction of the Aggregate Tranche 2 Commitments shall be applied to the Tranche 2 Commitment of each Tranche 2 Lender according to its Applicable Tranche 2 Percentage. All fees accrued until the effective date of any termination of the Aggregate Tranche 2 Commitments shall be paid on the effective date of such termination. (c) To the extent not previously terminated, all unused Commitments hereunder shall terminate on the earlier of (i) the Closing Date (after giving effect to the Loans made on such date) and (ii) the expiry of the Availability Period. The Company shall provide the Administrative Agent prompt written notice of any commitment reduction pursuant to clause (ii) hereof. (d) Notwithstanding anything in Section 2.05 or this Section 2.06 or anything else herein to the contrary, any prepayment of Loans or reduction of Commitments, whether voluntary or mandatory, to be made with respect to the Commitments or Loans of Xxxxxxx Xxxxx Bank USA and Xxxxxxx Sachs Lending Partners LLC under this Agreement shall be allocated between their respective Commitments or Loans, as applicable, as Xxxxxxx Xxxxx Bank USA and Xxxxxxx Sachs Lending Partners LLC shall elect in their sole discretion.

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

Termination or Reduction of Commitments. The Borrower may, upon notice to the Lead Administrative AgentAgent (which notice may be conditioned on the occurrence or non-occurrence of any event; provided that the Borrower shall compensate and hold harmless any Lender from any loss, cost or expense incurred by such Lender in accordance with Section 3.05 as a result of the failure to terminate the Aggregate Commitments), terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall be received by the Lead Administrative Agent not later than 1:00 p.m. 12:00 noon three Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder reduction, or such later time as the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments Lead Administrative Agent may be received on the date of termination)agree in its reasonable discretion, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments; provided that the Borrower may terminate , and (iv) if, after giving effect to any reduction of the Aggregate Commitments if all Loans have been paid in fullCommitments, the Borrower has Cash CollateralizedLetter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, or provided other support acceptable to such sublimit shall be automatically reduced by the applicable L/C Issuer(s) for, all outstanding Letters amount of Credit, and there are no outstanding L/C Borrowingssuch excess. The Lead 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 unless otherwise specified by the Borrower. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) The Borrower may, upon not less than three Business Days’ prior written notice to the Administrative AgentAgent (which written notice the Administrative Agent will promptly transmit by telefacsimile or other electronic means to each applicable Delayed Lender holding Delayed Draw Commitments), terminate the Aggregate Commitments, or at any time and from time to time terminate in whole or permanently reduce in part, without premium or penalty, the Aggregate Delayed Draw Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. three Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination), (ii) any such partial reduction of the Delayed Draw Commitments shall be in an aggregate integral multiples of $1,000,000. (b) The Borrower’s notice to the Administrative Agent shall designate the date (which shall be a Business Day) of such termination or reduction and the amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereofpartial reduction, and (iii) the Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments; provided that the Borrower may terminate the Aggregate Commitments if all Loans have been paid in full, the Borrower has Cash Collateralized, or provided other support acceptable to the applicable L/C Issuer(s) for, all outstanding Letters of Credit, and there are no outstanding L/C Borrowings. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any Delayed Draw A Commitments shall be effective on the date specified in the Borrower’s notice and shall reduce the Delayed Draw A Commitment of each Delayed Draw Lender proportionately to its Delayed Draw Pro Rata Share thereof. (c) The Borrower’s notice to the Administrative Agent shall designate the date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Aggregate Delayed Draw B Commitments shall be applied to effective on the date specified in the Borrower’s notice and shall reduce the Delayed Draw B Commitment of each Delayed Draw Lender according proportionately to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such terminationDelayed Draw Pro Rata Share thereof.

Termination or Reduction of Commitments. The (i) Subject to Section 3.1, the Borrower mayshall have the right, upon not less than three Business Days’ notice to the Administrative Agent, to terminate the Aggregate CommitmentsRevolving Commitments or, or from time to time permanently time, to reduce the Aggregate amount of the Revolving Commitments; provided that (i) any no such notice shall be received by the Administrative Agent not later than 1:00 p.m. three Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Revolving Commitments may be received on the date of termination), (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrower shall not terminate or reduce the Aggregate Commitments permitted if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments; provided that the Borrower may terminate the Aggregate Commitments if all Loans have been paid in full, the Borrower has Cash Collateralized, or provided other support acceptable to the applicable L/C Issuer(s) for, all outstanding Letters of Credit, and there are no outstanding L/C Borrowings. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid Revolving Loans and Swingline Loans made on the effective date thereof, the Total Revolving Extensions of Credit would exceed the Total Revolving Commitments; provided further that a notice of termination of the Commitments delivered by the Borrower may state that such terminationnotice is conditioned upon the effectiveness of other credit facilities or other debt instruments, in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied; provided further that any such reduction of Revolving Commitments shall be allocated at the Borrower’s option (w) ratably between the Extended Revolving Commitments and the Non-Extended Revolving Commitments, (x) to the Non-Extended Revolving Commitments prior to the Extended Revolving Commitments, (y) to the Extended Revolving Commitments prior to the Non-Extended Revolving Commitments or (z) any combination of the foregoing described in clauses (x) and (y); provided further that all such reductions of Extended Revolving Commitments or Non-Extended Revolving Commitments shall be made ratably among the Extended Revolving Lenders or Non-Extended Revolving Lenders, as the case may be. Any such reduction shall be in an amount equal to $1,000,000, or a whole multiple thereof (or such lesser amount as may equal (x) in the case of a reduction of the Non-Extended Revolving Commitments, the remaining amount of the Non-Extended Revolving Commitments or (y) in the case of a reduction of the Extended Revolving Commitments, the remaining amount of the Extended Revolving Commitments), and in each case shall reduce permanently the Revolving Commitments to which such reduction is so allocated. (ii) The Initial Tranche B Term Commitments shall terminate upon funding thereof on the Closing Date. The Delayed Draw Tranche B Term Commitments shall terminate on the last day of the Delayed Draw Availability Period. Unless previously terminated, the Non-Extended Revolving Commitments shall terminate on the Non-Extended Revolving Termination Date and the Extended Revolving Commitments shall terminate on the Extended Revolving Termination Date. (iii) The Borrower shall have the right, upon not less than three Business Days’ notice to the Administrative Agent, to terminate the Delayed Draw Tranche B Term Commitment.

Termination or Reduction of Commitments. The Borrower may, (a) VOLUNTARY TERMINATION OR REDUCTIONS. At the Borrower's option and upon at least three Domestic Business Days' prior irrevocable notice to the Administrative Agent, the Borrower may (i) terminate the Aggregate Commitments, the Swing Line Commitment and the Letter of Credit Commitment, at any time, or from time to time (ii) permanently reduce the Aggregate Commitments; provided Commitment Amount, the Swing Line Commitment or the Letter of Credit Commitment, in part at any time and from time to time, PROVIDED that (i1) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. three Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination), (ii) any each such partial reduction shall be in an aggregate amount equal to at least (A) in the case of the Aggregate Commitment Amount $10,000,000 or an integral multiple of $5,000,000 1,000,000 in excess thereof, (B) in the case of the Swing Line Commitment, $1,000,000, or any whole an integral multiple of $1,000,000 in excess thereof, and (iiiC) in the case of the Letter of Credit Commitment, $1,000,000, or an integral multiple of $1,000,000 in excess thereof, and (2) immediately after giving effect to each such reduction, (A) the Aggregate Commitment Amount shall equal or exceed the Aggregate Credit Exposure, (B) the Swing Line Commitment shall equal or exceed the aggregate outstanding principal balance of all Swing Line Loans and (C) the Letter of Credit Commitment shall equal or exceed the Letter of Credit Exposure of all Lenders, and PROVIDED FURTHER that a notice of termination of the Commitments, the Swing Line Commitment and the Letter of Credit Commitment delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities (such notice to specify the proposed effective date), in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to such specified effective date) if such condition is not satisfied and the Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments; provided that the Borrower may terminate the Aggregate Commitments if all Loans have been paid in full, the Borrower has Cash Collateralized, or provided other support acceptable to the applicable L/C Issuer(s) for, all outstanding Letters of Credit, and there are no outstanding L/C Borrowings. The Administrative Agent will promptly notify indemnify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such terminationin accordance with Section 3.5.

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

Termination or Reduction of Commitments. (a) The Borrower mayshall have the right, upon not less than three Business Days’ notice to the Revolving Administrative Agent, to terminate the Aggregate CommitmentsRevolving Credit Commitments or, or from time to time permanently time, to reduce the Aggregate aggregate amount of the Revolving Credit Commitments; provided that (i) any no such notice shall be received by the Administrative Agent not later than 1:00 p.m. three Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Revolving Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination), (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrower shall not terminate or reduce the Aggregate Commitments permitted if, after giving effect thereto and to any concurrent prepayments hereunderof the Revolving Credit Loans and Swing Line Loans made on the effective date thereof, the Total Outstandings Revolving Extensions of Credit would exceed the Aggregate Total Revolving Credit Commitments. Any such reduction shall be in an amount equal to $1,000,000, or a whole multiple thereof, and shall reduce permanently the Revolving Credit Commitments then in effect. (b) The Borrower shall have the right, upon not less than three Business Days’ notice to the Revolving Administrative Agent, to terminate the Funded Letter of Credit Commitments or, from time to time, to reduce the aggregate amount of the Funded Letter of Credit Commitments; provided that the Borrower may terminate the Aggregate Commitments if all Loans have been paid in full, the Borrower has Cash Collateralized, or provided other support acceptable to the applicable L/C Issuer(s) for, all outstanding Letters of Credit, and there are no outstanding L/C Borrowings. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of Funded Letter of Credit Commitments shall be permitted if, after giving effect thereto the Aggregate Total Funded Letter of Credit Exposure would exceed the Total Funded Letter of Credit Commitments. Any such reduction shall be in an amount equal to $1,000,000, or a whole multiple thereof, and shall reduce permanently the Funded Letter of Credit Commitments then in effect. If the Funded Letter of Credit Commitments are reduced as provided in this Section 2.10(b), then the Revolving Administrative Agent will return all amounts in the Credit Linked Deposit Account in excess of the Aggregate Total Funded Letter of Credit Commitments (after giving effect to such reduction) to the Funded L/C Participants, ratably in accordance with their Funded Letter of Credit Percentages. (c) The Borrower shall have the right, upon not less than three Business Days’ notice to the Administrative Agent, to terminate any unfunded portion of the Tranche B Term Loan Commitments or, from time to time, to reduce the aggregate amount of the Tranche B Term Loan Commitments. Any such termination or reduction shall be applied in an amount equal to $5,000,000, or a whole multiple thereof, and shall reduce permanently the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Tranche B Term Loan Commitments shall be paid on the effective date of such terminationthen in effect.

Termination or Reduction of Commitments. (a) Unless previously terminated, the Commitments shall terminate on the earlier of the last day of the Availability Period and the Maturity Date. (b) The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate CommitmentsCompany may at any time terminate, or from time to time permanently reduce reduce, the Aggregate Commitments; provided that (i) any such notice shall be received by each reduction of the Administrative Agent not later than 1:00 p.m. three Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination), (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole that is an integral multiple of $US$1,000,000 in excess thereof, and not less than US$5,000,000. (iiic) The Company shall notify the Borrower shall not Administrative Agent of any election to terminate or reduce the Aggregate Commitments ifunder paragraph (b) of this Section at least one Business Day prior to the effective date of such termination or reduction, after giving effect thereto specifying such election and to the effective date thereof. Promptly following receipt of any concurrent prepayments hereundernotice, the Total Outstandings would exceed Administrative Agent shall advise the Aggregate CommitmentsLenders of the contents thereof. Each notice delivered by the Company pursuant to this Section shall be irrevocable; provided that a notice of termination of the Borrower Commitments delivered by the Company may terminate state that such notice is conditioned upon the Aggregate Commitments if all Loans have been paid consummation of an acquisition or other transaction or the incurrence of other Indebtedness, in full, which case such notice may be revoked by the Borrower has Cash Collateralized, or provided other support acceptable Company (by notice to the applicable L/C Issuer(s) for, all outstanding Letters of Credit, and there are no outstanding L/C Borrowings. The Administrative Agent will promptly notify on or prior to the Lenders of any specified effective date) if such notice of condition is not satisfied. Any termination or reduction of the Aggregate CommitmentsCommitments shall be permanent. Any Each reduction of the Aggregate Commitments shall be applied made ratably among the Lenders in accordance with their respective Commitments. (d) If a Change in Control occurs, (i) the Company shall promptly (and in any event within two (2) Business Days) notify the Administrative Agent thereof (and the Administrative Agent shall promptly forward such notice to the Lenders); (ii) no Lender shall be obligated to fund any Loans; and (iii) a Lender may notify the Administrative Agent and the Company in writing that its Commitment should be terminated (to the extent then outstanding) and all amounts due and payable to it should be paid (such a Lender, an “Electing Lender”). An Electing Lender shall have twenty (20) days from the date on which such Change in Control occurs (such twenty-day period, the “Commitment Termination Election Period”) to deliver such notice to the Administrative Agent and the Company. A Lender that does not deliver such a notice by the end of the Commitment Termination Election Period shall continue to maintain its Commitment, and amounts shall continue to be due and payable in respect of such Lender in accordance with the terms of this Agreement. At the end of the Commitment Termination Election Period, the Administrative Agent shall notify the Lenders and the Company as to the number of Electing Lenders (including identifying such Electing Lenders specifically) and the amounts of their Commitments. On the twentieth day to occur after the end of the Commitment Termination Election Period (such twentieth day, the “Commitment Reduction Date”; and the twenty-day period ending on such date, taken together with the Commitment Termination Election Period, the “Change of Control Period”), the Commitments of such Electing Lenders shall be terminated automatically and without further action by any party hereto, and the Company shall repay all amounts owing to each such Electing Lender (including, without limitation, all principal, interest and fees then due and payable to such Electing Lender under this Agreement) unless prior to the Commitment Reduction Date, a non-Electing Lender or another assignee assumes the obligations of each the Electing Lender according in accordance with the terms set forth in Section 2.19(b), in such case the Electing Lender shall so assign and delegate without recourse (in accordance with and subject to its Applicable PercentageSection 10.04) prior to the end of the Change of Control Period. All fees accrued until To the effective extent such Electing Xxxxxx’s interest are not so assigned, failure to make such payments by Company to such Electing Lender shall constitute an immediate Event of Default. Such Electing Lenders shall no longer constitute Lenders hereunder on and after the Commitment Reduction Date and the payment of such amounts in full. Notwithstanding the foregoing or anything to the contrary set forth herein, (i) if a Default or Event of Default occurs or is otherwise continuing during a Change of Control Period, no election hereunder may be made or shall be given effect, and all Lenders shall remain subject hereto pursuant to the terms hereof (with the understanding that a new Change of Control Period may begin on the date such Default or Event of any Default is waived, if waived at all) and (ii) no Defaulting Lender shall be entitled to deliver a notice under this Section 2.08(d) or otherwise constitute an Electing Lender entitled to payments hereunder or a termination of the Aggregate Commitments shall be paid on the effective date of such terminationits Commitment pursuant hereto.

Termination or Reduction of Commitments. (a) The Borrower may, upon at least three Domestic Business Days' notice to the Administrative Agent, (i) terminate the Aggregate CommitmentsCommitments at any time, if no Loans are outstanding at such time, or (ii) ratably reduce from time to time by an aggregate amount of $25,000,000 or any larger multiple of $5,000,000, the aggregate amount of the Commitments in excess of the aggregate outstanding principal amount of the Loans. Promptly after receiving a notice pursuant to this subsection, the Administrative Agent shall notify each Bank of the contents thereof. (b) Unless previously terminated, the Commitments shall terminate in their entirety on the Termination Date. (c) The Commitments shall be ratably reduced automatically in the event that the Borrower or any of its Subsidiaries shall at any time, or from time to time permanently reduce time, after the Aggregate Commitments; provided that (i) date hereof receive any such notice shall be received Net Cash Proceeds of any Reduction Event, by the Administrative Agent not later than 1:00 p.m. three Business Days prior an amount equal to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination), (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole largest multiple of $1,000,000 in excess thereof, and (iii) the Borrower shall which does not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitmentsamount of such Net Cash Proceeds; provided that any such reduction made pursuant to this subsection (c) shall not exceed such amount (if any) as shall be necessary so that the aggregate amount of the Commitments, as so reduced, is $200,000,000. The reductions in the Commitments required by this subsection shall be effective on the fifth Euro-Dollar Business Day following receipt by the Borrower or any of its Subsidiaries, as the case may terminate be, of such Net Cash Proceeds; provided that (i) if the Aggregate Commitments if amount of the Net Cash Proceeds in respect of any Reduction Event is less than $5,000,000, such reduction shall be effective upon receipt of proceeds such that, together with all Loans have been paid in fullother such amounts received and not previously applied, the Borrower has amount of such Net Cash Collateralized, or provided other support acceptable Proceeds is equal to at least $5,000,000; and (ii) if and to the applicable L/C Issuer(s) for, all outstanding Letters of Credit, and there are no outstanding L/C Borrowings. The Administrative Agent will promptly notify extent such reduction would otherwise reduce the Lenders of any such notice of termination or reduction aggregate amount of the Aggregate CommitmentsCommitments to an amount less than the related Dedicated Amount. Any such reduction of the Aggregate Commitments shall be applied deferred so as to become effective simultaneously with reductions in the Commitment Dedicated Amount. For purposes of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination.this clause (ii):

Termination or Reduction of Commitments. (a) Unless previously terminated pursuant to Sections 2.07(b) or (c) or Section 7.02, the Commitment will automatically terminate on the Commitment Termination Date. (b) On the date that is five days after the beginning of each month, the Commitment shall permanently and automatically decrease by an amount equal to 50% of the Retained Cash Flow for the prior month. (c) The Borrower may, upon notice to the Administrative AgentLender, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall be received by the Administrative Agent Lender not later than 1:00 p.m. 12:00 noon three (3) Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or such shorter period as the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments Lender may be received on the date of terminationreasonably agree), (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Aggregate Commitments; provided that . Each notice of termination shall specify such election to terminate and the Borrower may terminate the Aggregate Commitments if all Loans have been paid in full, the Borrower has Cash Collateralized, or provided other support acceptable to the applicable L/C Issuer(s) for, all outstanding Letters of Credit, and there are no outstanding L/C Borrowingseffective date thereof. The Administrative Agent Lender will promptly notify the Lenders Lender of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination. A notice delivered by the 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 or the receipt of proceeds from the issuance of Capital Stock or other Indebtedness or the receipt of proceeds from a disposition, in which case such notice may be revoked by the Borrower (by notice to the Lender on or prior to the specified effective date) if such condition is not satisfied.

Termination or Reduction of Commitments. (a) The Borrower mayshall have the right, upon not less than two Business Days’ notice to the Administrative Agent, to terminate the Aggregate CommitmentsRevolving Commitments of any Tranche or, or from time to time permanently time, to reduce the Aggregate Commitmentsamount of the Revolving Commitments of any Tranche; provided that (i) any no such notice shall be received by the Administrative Agent not later than 1:00 p.m. three Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness Revolving Commitments of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination), (ii) any such partial reduction Tranche shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrower shall not terminate or reduce the Aggregate Commitments permitted if, after giving effect thereto and to any concurrent prepayments hereunderof the Revolving Loans made on the effective date thereof, the Total Outstandings total Revolving Extensions of Credit of such Tranche would exceed the Aggregate Commitments; provided total Revolving Commitments of such Tranche then in effect (it being understood that any portion of the L/C Exposure that is Cash Collateralized shall be deemed not to be included in any Revolving Extensions of Credit for purposes of determining the amount of any such excess). Any such partial reduction shall be in an amount equal to $1,000,000, or a whole multiple of $500,000 in excess thereof, and shall reduce permanently the Revolving Commitments of the applicable Tranche then in effect. Notwithstanding anything to the contrary contained in this Agreement, the Borrower may terminate the Aggregate Commitments if all Loans have been paid in full, the Borrower has Cash Collateralized, or provided other support acceptable to the applicable L/C Issuer(s) for, all outstanding Letters of Credit, and there are no outstanding L/C Borrowings. The Administrative Agent will promptly notify the Lenders of rescind any such notice of termination or reduction under this Section 2.10 if the notice of such termination or reduction stated that such notice was conditioned upon the occurrence or non-occurrence of a transaction or the receipt of a replacement of all, or a portion, of the Aggregate Commitments. Any reduction Revolving Commitments outstanding at such time, in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified date) if such condition is not satisfied. (b) Upon the incurrence by the Borrower or any of its Restricted Subsidiaries of any Permitted Refinancing Obligations in respect of Revolving Commitments or Revolving Loans, the Revolving Commitments designated by the Borrower to be terminated in connection therewith shall be automatically permanently reduced by an amount equal to 100% of the Aggregate aggregate principal amount of commitments under such Permitted Refinancing Obligations and any outstanding Revolving Loans in respect of such terminated Revolving Commitments shall be applied to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such terminationrepaid in full.

Termination or Reduction of Commitments. (a) The Borrower mayshall have the right, upon not less than three Business Days’ notice to the Administrative Agent, to terminate the Aggregate CommitmentsRevolving Commitments or, or from time to time permanently time, to reduce the Aggregate amount of the Revolving Commitments; provided that (i) any no such notice shall be received by the Administrative Agent not later than 1:00 p.m. three Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Revolving Commitments may be received on the date of termination), (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrower shall not terminate or reduce the Aggregate Commitments permitted if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments; provided that the Borrower may terminate the Aggregate Commitments if all Loans have been paid in full, the Borrower has Cash Collateralized, or provided other support acceptable to the applicable L/C Issuer(s) for, all outstanding Letters of Credit, and there are no outstanding L/C Borrowings. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid Revolving Loans and Swingline Loans made on the effective date thereof, the Total Revolving Extensions of Credit would exceed the Total Revolving Commitments; provided further that a notice of termination of the Commitments delivered by the Borrower may state that such terminationnotice is conditioned upon the effectiveness of other credit facilities or other debt instruments, in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any such reduction shall be in an amount equal to $1,000,000, or a whole multiple thereof, and shall reduce permanently the Revolving Commitments. (b) The Initial Tranche B Term Commitments shall terminate upon funding thereof on the Closing Date. The Delayed Draw Tranche B Term Commitments shall terminate on the last day of the Delayed Draw Availability Period. Unless previously terminated, the Revolving Commitments shall terminate on the Revolving Termination Date. (c) The Borrower shall have the right, upon not less than three Business Days’ notice to the Administrative Agent, to terminate the Delayed Draw Tranche B Term Commitment.

Termination or Reduction of Commitments. (a) Unless previously terminated the Commitments shall terminate on the Revolving Loan Maturity Date as provided in Section 2.21. (b) The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate CommitmentsCompany may at any time terminate, or from time to time permanently reduce reduce, the Aggregate CommitmentsCommitments with such reductions applicable in whole or in part to the Domestic Available Amount or the Foreign Available Amount, at the option of the Company; provided that (i) any such notice shall be received by each reduction of the Administrative Agent not later than 1:00 p.m. three Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination), (ii) any such partial reduction shall be in an aggregate amount that is an integral multiple of $5,000,000 or any whole multiple of and not less than $1,000,000 in excess thereof, 20,000,000 and (iiiii) the Borrower Company shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunderprepayment of the Loans in accordance with Section 2.08, (A) the Total Outstandings sum of the Revolving Credit Exposures would exceed the Aggregate total Commitments, (B) with respect to the Company and the Domestic Subsidiary Borrowers, the sum of the Revolving Credit Exposures attributable to such Borrowers would exceed the Domestic Available Amount, and (C) with respect to the Foreign Subsidiary Borrowers, the sum of the Revolving Credit Exposures attributable to such Borrowers would exceed the Foreign Available Amount. (c) The Company shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least five Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Company pursuant to this Section shall be irrevocable; provided that a notice of termination of the Borrower Commitments delivered by the Company may terminate state that such notice is conditioned upon the Aggregate Commitments if all Loans have been paid effectiveness of other credit facilities, in full, which case such notice may be revoked by the Borrower has Cash Collateralized, or provided other support acceptable Company (by notice to the applicable L/C Issuer(s) for, all outstanding Letters of Credit, and there are no outstanding L/C Borrowings. The Administrative Agent will promptly notify on or prior to the Lenders of any specified effective date) if such notice of condition is not satisfied. Any termination or reduction of the Aggregate CommitmentsCommitments shall be permanent. Any Each reduction of the Aggregate Commitments shall be applied to made ratably among the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such terminationLenders in accordance with their respective Commitments.

Termination or Reduction of Commitments. (a) The Borrower mayInitial Term Loan Commitment of each Initial Term Loan Lender shall terminate in its entirety on the Closing Date (after giving effect to the incurrence of the Initial Term Loans on such date). Unless previously terminated, the Revolving Credit Commitments shall terminate on the Revolving Credit Termination Date. (b) Upon at least three Business Days’ prior irrevocable written (provided that such notice may state that it is conditioned upon the effectiveness of other credit facilities, incurrence of other Indebtedness or consummation of another transaction (such as a Change of Control), in which case such notice may be revoked by the Company if such condition is not satisfied prior to the stated effective date of the termination or reduction set forth in such notice) or telecopy notice to the Administrative Agent, terminate the Aggregate CommitmentsCompany (on behalf of all the Borrowers) may at any time in whole permanently terminate, or from time to time in part permanently reduce reduce, the Aggregate Total Revolving Credit Commitments; provided provided, however, that (i) any such notice each partial reduction of the Total Revolving Credit Commitments shall be received in an integral multiple of $1,000,000 and in a minimum principal amount of $5,000,000 and (ii) no such termination or reduction shall be made which would reduce the Total Revolving Credit Commitments to an amount less than the sum of (x) the aggregate outstanding principal amount (or Assigned Dollar Value, in the case of Revolving Credit Loans denominated in Alternative Currencies) of the Competitive Loans and Standby Loans and (y) the L/C Obligations outstanding at such time. Notwithstanding the foregoing, as long as no Default or Event of Default is continuing, the Company may terminate the unused amount of the Revolving Credit Commitment of a Defaulting Lender upon not less than ten Business Days’ prior notice to the Administrative Agent (which will promptly notify the Revolving Credit Lenders thereof), it being understood that such termination will not be deemed to be a waiver or release of any claim any of the Borrowers or the Administrative Agent may have against such Defaulting Lender. (c) Subject to the last sentence of Section 2.10(b) and to Section 2.25, any reduction in the Total Revolving Credit Commitments hereunder shall be made ratably among the Revolving Credit Lenders in accordance with their respective Revolving Credit Commitments. Subject to the last sentence of Section 2.09(a), the Company shall pay to the Administrative Agent for the account of the Revolving Credit Lenders, on the date of each termination or reduction, the Commitment Fees on the amount of the Revolving Credit Commitments so terminated or reduced accrued to but not including the date of such termination or reduction. (d) A Revolving Credit Commitment terminated or reduced under this Section 2.10 may not be reinstated. (e) On the fifth Business Day following the receipt of the Net Cash Proceeds of any Specified Disposition (or, if earlier, the date on which any prepayment of the Term Loans is made with respect to such Specified Disposition pursuant to Section 2.12(b)), the Total Revolving Credit Commitments shall be automatically and permanently reduced (without further action on the part of any Person) to the extent necessary to cause the Total Net Leverage Ratio, on a Pro Forma Basis recomputed as of the end of the most recently ended Test Period (and assuming for such purposes that the Total Revolving Credit Commitments were fully used and, for the avoidance of doubt, after giving effect to any prepayment of the Term Loans made in connection with such Specified Disposition pursuant to Section 2.12(b) and any other prepayment, redemption, repurchase, defeasance or discharge of any Indebtedness made in connection with such Specified Disposition), to be not greater than 2.50:1.00. The amount of any required mandatory termination of Total Revolving Credit Commitments pursuant to this Section 2.10(e) shall be determined in good faith by the Company and set forth in a certificate signed by a Responsible Officer (which certificate shall set forth in reasonable detail the calculation of the amount of such mandatory reduction of the Total Revolving Credit Commitments) delivered to the Administrative Agent not later than 1:00 p.m. three the fifth Business Days prior Day following the receipt of the Net Cash Proceeds of the applicable Specified Disposition (or, if earlier, the date on which any prepayment of the Term Loans is made in connection with such Specified Disposition pursuant to Section 2.12(b)), and the Administrative Agent shall give the Lenders prompt written notice of the amount of any such required mandatory reduction of the Total Revolving Credit Commitments. The provisions of Section 2.10(c) and 2.12(e) shall apply to any such mandatory reduction of the Total Revolving Credit Commitments. (f) On the fifth Business Day following the consummation of any Specified Distribution (or, if earlier, the date on which any prepayment of the Term Loans is made with respect to such Specified Distribution pursuant to Section 2.12(c)), the Total Revolving Credit Commitments shall be automatically and permanently reduced (without further action on the part of any Person) to the date extent necessary to cause the Total Net Leverage Ratio, on a Pro Forma Basis recomputed as of termination or reduction the end of the most recently ended Test Period (except and assuming for such purposes that if no Loans are outstanding hereunder and no Letters of the Total Revolving Credit are issued and outstanding hereunder or the effectiveness of a new credit facility Commitments were fully used and, for the Borrower is conditioned on the termination avoidance of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination), (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrower shall not terminate or reduce the Aggregate Commitments ifdoubt, after giving effect thereto and to any concurrent prepayments hereunderprepayment of the Term Loans made substantially simultaneously in connection with such Specified Distribution pursuant to Section 2.12(c) and any other prepayment, redemption, repurchase, defeasance or discharge of any Indebtedness made in connection with such Specified Distribution), to be not greater than 2.50:1.00. The amount of any required mandatory termination of Total Revolving Credit Commitments pursuant to this Section 2.12(f) shall be determined in good faith by the Company and set forth in a certificate signed by a Responsible Officer (which certificate shall set forth in reasonable detail the calculation of the amount of such mandatory reduction of the Total Revolving Credit Commitments) delivered to the Administrative Agent not later than the fifth Business Day following the occurrence of the Specified Distribution (or, if earlier, the Total Outstandings would exceed date on which any prepayment of the Aggregate Commitments; provided that the Borrower may terminate the Aggregate Commitments if all Term Loans have been paid is made in full, the Borrower has Cash Collateralized, or provided other support acceptable connection with such Specified Distribution pursuant to the applicable L/C Issuer(s) for, all outstanding Letters of CreditSection 2.12(c)), and there are no outstanding L/C Borrowings. The the Administrative Agent will promptly notify shall give the Lenders prompt written notice of the amount of any such notice of termination or required mandatory reduction of the Aggregate Total Revolving Credit Commitments. Any The provisions of Section 2.10(c) shall apply to any such mandatory reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such terminationTotal Revolving Credit Commitments.

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

Termination or Reduction of Commitments. (a) The Borrower mayCompany shall have the right, upon not less than three Business Days' notice to the Administrative Agent, to terminate the Aggregate Commitments364-Day Revolving Commitments or Three-Year Revolving Commitments or, or from time to time permanently time, to reduce the Aggregate amount of the 364-Day Revolving Commitments or Three-Year Revolving Commitments; provided that (ia) any no such notice shall be received by the Administrative Agent not later than 1:00 p.m. three Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate 364-Day Revolving Commitments may be received on the date of termination), (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrower shall not terminate or reduce the Aggregate Commitments permitted if, after giving effect thereto and to any concurrent prepayments hereunderof the 364-Day Revolving Loans made on the effective date thereof, the Total Outstandings 364-Day Revolving Extensions of Credit would exceed the Aggregate Commitments; provided that the Borrower may terminate the Aggregate Total 364-Day Revolving Commitments if all Loans have been paid in full, the Borrower has Cash Collateralized, or provided other support acceptable to the applicable L/C Issuer(sand (b) for, all outstanding Letters of Credit, and there are no outstanding L/C Borrowings. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Three-Year Revolving Commitments shall be applied permitted if, after giving effect thereto and to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination prepayments of the Aggregate Commitments shall be paid Three-Year Revolving Loans, Swingline Loans and Foreign Currency Loans made on the effective date thereof, the Total Three-Year Revolving Extensions of Credit would exceed the Total Three-Year Revolving Commitments. Any such reduction shall be in an amount equal to $10,000,000, or a whole multiple thereof, and shall reduce permanently the 364-Day Revolving Commitments and the Three-Year Revolving Commitments, as the case may be, then in effect. (b) If on any date the Company or any Restricted Subsidiary shall receive Net Cash Proceeds from any Disposition pursuant to Section 7.5(f) (unless a Reinvestment Notice shall be delivered in respect thereof) or Section 7.5(g) (unless such Disposition occurs within 180 days after the Closing Date), then such Net Cash Proceeds shall be applied on such date toward the permanent reduction of the Three-Year Revolving Commitments; provided, that, notwithstanding the foregoing, on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the permanent reduction of the Three-Year Revolving Commitments. Any such reduction of the Three-Year Revolving Commitments shall be accompanied by prepayment of the Three-Year Revolving Loans and/or Swingline Loans to the extent, if any, that the Total Three-Year Revolving Extensions of Credit exceed the amount of the Total Three-Year Revolving Commitments as so reduced, provided that if the aggregate principal amount of Three-Year Revolving Loans and Swingline Loans then outstanding is less than the amount of such terminationexcess (because L/C Obligations constitute a portion thereof), the Company shall, to the extent of the balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions satisfactory to the Administrative Agent.

Termination or Reduction of Commitments. (a) Concurrently with each drawdown hereunder, the Aggregate Commitment shall be reduced by the amount of such drawdown. (b) The Borrower may, upon not less than three Business Days' prior notice to the Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that Commitment by $5,000,000 or a higher integral multiple of $1,000,000. (ic) Concurrently with the receipt by the Borrower of any such notice Net Cash Proceeds, the Aggregate Commitment shall be received reduced by the Administrative Agent not later than 1:00 p.m. three Business Days prior an amount equal to the date excess (rounded down, if necessary, to an integral multiple of termination or reduction $1,000,000), if any, of the applicable Proceeds Application Amount over the amount required to pay the then outstanding Loans in full pursuant to Section 2.6(b). (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or d) Concurrently with the effectiveness of a new credit facility for an amendment to the Borrower is conditioned on the termination of this AgreementSenior Notes which amends any financial covenant set forth therein, any notice terminating the Aggregate Commitments may Commitment shall be received reduced by an amount (rounded down, if necessary, to an integral multiple of $1,000,000) equal to the then outstanding principal amount of the Senior Notes as of such effectiveness plus all make-whole amounts that would have been paid on such Senior Notes if they had been prepaid on the date of termination)such effectiveness. (e) Once reduced in accordance with this Section, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments; provided that the Borrower Commitment may terminate the Aggregate Commitments if all Loans have been paid in full, the Borrower has Cash Collateralized, or provided other support acceptable to the applicable L/C Issuer(s) for, all outstanding Letters of Credit, and there are no outstanding L/C Borrowings. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitmentsnot be increased. Any reduction of the Aggregate Commitments Commitment shall be applied to reduce the amount of the Commitment of each Lender Bank according to its Applicable PercentagePro Rata Share. All accrued commitment fees accrued until to the effective date of any reduction or termination of the Aggregate Commitments Commitment shall be paid on the effective date of such reduction or termination.

Termination or Reduction of Commitments. (a) The Borrower Term Commitments will automatically terminate in full on the earlier to occur of (i) the Time of Merger (after giving effect to any Term Borrowings made on such date) and (ii) March 31, 2003. (b) The Company may, upon not less than three Business Days' prior written notice to the Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (i) any Revolving Credit Commitments to an amount which is not less than the sum of the Effective Amount of all Revolving Credit Loans plus the Effective Amount of all Swingline Loans plus the Effective Amount of all L/C Obligations. Any such notice shall be received by the Administrative Agent not later than 1:00 p.m. three Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination), (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole a higher integral multiple of $1,000,000 in excess thereof, 5,000,000 and (iii) the Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments; provided that the Borrower may terminate the Aggregate Commitments if all Loans have been paid in full, the Borrower has Cash Collateralized, or provided other support acceptable to the applicable L/C Issuer(s) for, all outstanding Letters of Credit, and there are no outstanding L/C Borrowings. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to reduce the Revolving Credit Commitment of each Revolving Credit Lender according by an amount equal to its Applicable Percentagesuch Lender's Revolving Credit Percentage of the amount of any such reduction. The Company may at any time on like notice terminate the Revolving Credit Commitments upon payment in full of all Revolving Credit Loans and Swingline Loans and Cash Collateralization in full of all L/C Obligations. (c) After payment in full of all Term Loans pursuant to Section 2.7(b), upon the occurrence of any Mandatory Prepayment Event, the Revolving Credit Commitment of each Revolving Credit Lender shall be automatically and permanently reduced by an amount equal to such Lender's Revolving Credit Percentage of the Designated Proceeds resulting from such Mandatory Prepayment Event, with each such reduction effective at the time required in Section 2.7(b) for a prepayment of Loans resulting from such Mandatory Prepayment Event. (d) In the event that the Time of Merger has not occurred on or prior to March 31, 2003, the Revolving Credit Commitments will automatically terminate in full. (e) Once reduced in accordance with this Section, the Commitments may not be increased. All accrued commitment fees accrued until to, but not including, the effective date of any reduction or termination of the Aggregate Commitments any Commitment shall be paid on the effective date of such reduction or termination.

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

Termination or Reduction of Commitments. (a) The Borrower mayshall have the right, upon notice delivered to the Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall be received by the Administrative Agent not no later than 1:00 p.m. P.M., New York City time, at least three Business Days prior to the proposed date of termination or reduction (except or at least one Business Day in the case of a termination of the Original Revolving Commitments), to terminate the Revolving Commitments or, from time to time, to reduce the amount of the Revolving Commitments; provided that if no such termination or reduction shall be permitted if, after giving effect thereto and to any prepayments of the Revolving Loans are outstanding hereunder and no Letters or Swingline Loans made on the effective date thereof, the Revolving Extensions of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination), (ii) any Revolving Lender would exceed such partial Revolving Lender's Revolving Commitment. Any such reduction shall be in an aggregate amount of equal to $5,000,000 10,000,000, or any a whole multiple of $1,000,000 in excess thereof, shall reduce permanently the Revolving Commitments then in effect and (iii) the Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments; provided that the Borrower may terminate the Aggregate Commitments if all Loans have been paid in full, the Borrower has Cash Collateralized, or provided other support acceptable to the applicable L/C Issuer(s) for, all outstanding Letters of Credit, and there are no outstanding L/C Borrowings. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to reduce the Commitment Revolving Commitments of the Revolving Lenders as the Borrower may designate, but in any event, in the case of Revolving Commitments with the same Revolving Termination Date, on a pro rata basis among such Revolving Commitments based on the respective amount of such Revolving Commitments of each Lender according Revolving Lender. Each notice delivered by the Borrower pursuant to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments this Section shall be paid irrevocable, provided that such notice may state that it is conditioned upon the Amendment No. 2 Effective Date, the effectiveness of other credit facilities (including under this Agreement), the consummation of a particular Disposition or the occurrence of a change of control, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date of date) if such terminationcondition is not satisfied. For the -42- (b) [Reserved].

Termination or Reduction of Commitments. (a) The Borrower mayTerm B-23 Loan Commitment of each Term B-23 Loan Lender shall terminate in its entirety on the Amendment No. 37 Effective Date (after giving effect to the incurrence of the Term B-23 Loans on such date). The Delayed Draw Commitment of each Delayed Draw Lender shall automatically terminate in its entirety on the Delayed Draw Termination Date (after giving effect to the incurrence of the Term A-1 Loans on such date, if applicable). The Company may at any time terminate, or from time to time reduce, the Delayed Draw Commitments on a pro rata basis upon three Business Days irrevocable notice to the Administrative Agent; provided that each reduction of the Delayed Draw Commitments shall be in an integral multiple of $1,000,000 and in a minimum principal amount of $5,000,000; provided, further, that such notice may state that it is conditioned upon the occurrence of one or more events specified therein, in which case such notice may be rescinded by the Borrowers if such condition is not satisfied. Unless previously terminated, the Revolving Credit Commitments shall terminate on the Revolving Credit Termination Date. (b) Upon at least three Business Days’ prior irrevocable written (provided that such notice may state that it is conditioned upon the effectiveness of other credit facilities, incurrence of other Indebtedness or consummation of another transaction (such as a Change of Control), in which case such notice may be revoked by the Company if such condition is not satisfied prior to the stated effective date of the termination or reduction set forth in such notice) or telecopy notice to the Administrative Agent, terminate the Aggregate CommitmentsCompany (on behalf of all the Borrowers) may at any time in whole permanently terminate, or from time to time in part permanently reduce reduce, the Aggregate Total Revolving Credit Commitments; provided provided, however, that (i) any such notice each partial reduction of the Total Revolving Credit Commitments shall be received in an integral multiple of $1,000,000 and in a minimum principal amount of $5,000,000 and (ii) no such termination or reduction shall be made which would reduce the Total Revolving Credit Commitments to an amount less than the sum of (x) the aggregate outstanding principal amount (or Assigned Dollar Value, in the case of Revolving Credit Loans denominated in Alternative Currencies) of the Competitive Loans and Standby Loans and (y) the L/C Obligations outstanding at such time. Notwithstanding the foregoing, as long as no Default or Event of Default is continuing, the Company may terminate the unused amount of the Revolving Credit Commitment of a Defaulting Lender upon not less than ten Business Days’ prior notice to the Administrative Agent (which will promptly notify the Revolving Credit Lenders thereof), it being understood that such termination will not be deemed to be a waiver or release of any claim any of the Borrowers or the Administrative Agent may have against such Defaulting Lender. (c) Subject to the last sentence of Section 2.10(b) and to Section 2.25, any reduction in the Total Revolving Credit Commitments hereunder shall be made ratably among the Revolving Credit Lenders in accordance with their respective Revolving Credit Commitments. Subject to the last sentence of Section 2.09(a), the Company shall pay to the Administrative Agent for the account of the Revolving Credit Lenders, on the date of each termination or reduction, the Commitment Fees on the amount of the Revolving Credit Commitments so terminated or reduced accrued to but not including the date of such termination or reduction. (d) A Revolving Credit Commitment terminated or reduced under this Section 2.10 may not be reinstated. (e) On the fifth Business Day following the receipt of the Net Cash Proceeds of any Specified Disposition (or, if earlier, the date on which any prepayment of the Term Loans is made with respect to such Specified Disposition pursuant to Section 2.12(b)), the Total Revolving Credit Commitments shall be automatically and permanently reduced (without further action on the part of any Person) to the extent necessary to cause the Total Net Leverage Ratio, on a Pro Forma Basis recomputed as of the end of the most recently ended Test Period (and assuming for such purposes that the Total Revolving Credit Commitments were fully used and, for the avoidance of doubt, after giving effect to any prepayment of the Term Loans made in connection with such Specified Disposition pursuant to Section 2.12(b) and any other prepayment, redemption, repurchase, defeasance or discharge of any Indebtedness made in connection with such Specified Disposition), to be not greater than 2.50:1.00. The amount of any required mandatory termination of Total Revolving Credit Commitments pursuant to this Section 2.10(e) shall be determined in good faith by the Company and set forth in a certificate signed by a Responsible Officer (which certificate shall set forth in reasonable detail the calculation of the amount of such mandatory reduction of the Total Revolving Credit Commitments) delivered to the Administrative Agent not later than 1:00 p.m. three the fifth Business Days prior Day following the receipt of the Net Cash Proceeds of the applicable Specified Disposition (or, if earlier, the date on which any prepayment of the Term Loans is made in connection with such Specified Disposition pursuant to Section 2.12(b)), and the Administrative Agent shall give the Lenders prompt written notice of the amount of any such required mandatory reduction of the Total Revolving Credit Commitments. The provisions of Section 2.10(c) and 2.12(e) shall apply to any such mandatory reduction of the Total Revolving Credit Commitments. (f) On the fifth Business Day following the consummation of any Specified Distribution (or, if earlier, the date on which any prepayment of the Term Loans is made with respect to such Specified Distribution pursuant to Section 2.12(c)), the Total Revolving Credit Commitments shall be automatically and permanently reduced (without further action on the part of any Person) to the date extent necessary to cause the Total Net Leverage Ratio, on a Pro Forma Basis recomputed as of termination or reduction the end of the most recently ended Test Period (except and assuming for such purposes that if no Loans are outstanding hereunder and no Letters of the Total Revolving Credit are issued and outstanding hereunder or the effectiveness of a new credit facility Commitments were fully used and, for the Borrower is conditioned on the termination avoidance of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination), (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrower shall not terminate or reduce the Aggregate Commitments ifdoubt, after giving effect thereto and to any concurrent prepayments hereunderprepayment of the Term Loans made substantially simultaneously in connection with such Specified Distribution pursuant to Section 2.12(c) and any other prepayment, redemption, repurchase, defeasance or discharge of any Indebtedness made in connection with such Specified Distribution), to be not greater than 2.50:1.00. The amount of any required mandatory termination of Total Revolving Credit Commitments pursuant to this Section 2.12(f) shall be determined in good faith by the Company and set forth in a certificate signed by a Responsible Officer (which certificate shall set forth in reasonable detail the calculation of the amount of such mandatory reduction of the Total Revolving Credit Commitments) delivered to the Administrative Agent not later than the fifth Business Day following the occurrence of the Specified Distribution (or, if earlier, the Total Outstandings would exceed date on which any prepayment of the Aggregate Commitments; provided that the Borrower may terminate the Aggregate Commitments if all Term Loans have been paid is made in full, the Borrower has Cash Collateralized, or provided other support acceptable connection with such Specified Distribution pursuant to the applicable L/C Issuer(s) for, all outstanding Letters of CreditSection 2.12(c)), and there are no outstanding L/C Borrowings. The the Administrative Agent will promptly notify shall give the Lenders prompt written notice of the amount of any such notice of termination or required mandatory reduction of the Aggregate Total Revolving Credit Commitments. Any The provisions of Section 2.10(c) shall apply to any such mandatory reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such terminationTotal Revolving Credit Commitments.

Termination or Reduction of Commitments. (a) The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate any Revolving Credit Commitments, or from time to time permanently reduce the Aggregate any Revolving Credit Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m., Local Time, three (3) Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination)reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 1,000,000 or any whole multiple of $1,000,000 in excess thereof, thereof and (iii) the Borrower shall not terminate or reduce the Aggregate any Revolving Credit Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings aggregate amount of Revolving Credit Loans outstanding would exceed the Aggregate Revolving Credit Commitments; provided . A notice of termination or reduction of any Revolving Credit Commitments may state that such notice is conditioned upon the effectiveness of other credit facilities or other transactions, in which case such notice may be revoked by the Borrower may terminate the Aggregate Commitments if all Loans have been paid in full, the Borrower has Cash Collateralized, or provided other support acceptable (by written notice to the applicable L/C Issuer(sAdministrative Agent on or prior to the specified effective date) for, all outstanding Letters of Credit, and there are no outstanding L/C Borrowings. if such condition is not satisfied. (b) The Administrative Agent will promptly notify the Revolving Credit Lenders of any such notice of termination or reduction of the Aggregate CommitmentsRevolving Credit Commitments under this Section 2.04. Any Upon any reduction of the Aggregate Commitments shall be applied to Revolving Credit Commitments, the Revolving Credit Commitment of each Revolving Credit Lender according to its Applicable Percentageshall be reduced by such Revolving Credit Lender’s pro rata share of such reduction amount. All fees in respect of any Revolving Credit Commitments accrued until the effective date of any termination of the Aggregate such Revolving Credit Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. The (a) On the Closing Date, the Term A-3 Commitments, the Term A-5 Commitments and the Term A-7 Commitments shall be automatically and permanently reduced to zero upon the borrowing of the Term A-3 Loans, Term A-5 Loans and Term A-7 Loans, as applicable, on the Closing Date. Unless terminated earlier pursuant to subsection (b) below, the Revolving Commitments shall be automatically and permanently reduced to zero on the Revolving Commitments Maturity Date applicable to such Revolving Commitments. (b) Following the Closing Date, the Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Revolving Commitments, or from time to time permanently reduce the Aggregate Revolving Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. 10:00 a.m. three Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination)reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrower shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings aggregate amount of the Lenders’ Revolving Credit Exposures would exceed the Aggregate Revolving Commitments, and (iv) if, after giving effect to any reduction of the Revolving Commitments, the Letter of Credit Sublimit exceeds the amount of the Revolving Commitments, the Letter of Credit Sublimit shall be automatically reduced by the amount of such excess; provided provided, further, that a notice of termination or reduction of the Revolving 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 the Borrower may terminate the Aggregate Commitments if all Loans have been paid in full, the Borrower has Cash Collateralized, or provided other support acceptable (by notice to the applicable L/C Issuer(sAdministrative Agent on or prior to the specified effective date of termination or reduction) for, all outstanding Letters of Credit, and there are no outstanding L/C Borrowingsif such condition is not satisfied. The Administrative Agent will promptly notify the Revolving Lenders of any such notice of termination or reduction of the Aggregate Revolving Commitments. The amount of any such Revolving Commitment reduction shall not be applied to the Letter of Credit Sublimit unless otherwise specified by the Borrower or unless required by proviso (iv) of the preceding sentence. Any reduction of the Aggregate Revolving Commitments shall be applied to the Revolving Commitment of each Lender according to its Applicable PercentagePercentage in respect of the Revolving Facility. All fees accrued until the effective date of any termination of the Aggregate Revolving Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) Unless previously terminated, (i) the Term Commitments shall terminate at 5:00 p.m., New York City time, on the Effective Date and (ii) the Revolving Commitments shall terminate on the Revolving Maturity Date; provided, that all the Commitments shall automatically terminate at 5:00 p.m., New York City time, on December 31, 2014, if the Effective Date shall not theretofore have occurred. (b) The Borrower may, upon notice to the Administrative Agent, Company may at any time terminate the Aggregate Commitments, or from time to time permanently reduce reduce, the Aggregate CommitmentsCommitments of any Class; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of the Borrowing Multiple and not less than the Borrowing Minimum and (ii) the Company shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.10, the aggregate Revolving Exposures would exceed the aggregate Revolving Commitments. (c) In the event and on each occasion that, after the Closing Date and prior to the termination of the Term Commitments in accordance with this Section, any Net Proceeds are received by or on behalf of the Company or any Subsidiary in respect of any Reduction/Prepayment Event, (i) the Company shall on the day of such receipt provide to the Administrative Agent written notice thereof, setting forth the nature of such Reduction/Prepayment Event and the amount of such Net Proceeds (together with a reasonably detailed calculation thereof) (provided that such notice shall be received deemed to be provided under this Section 2.06(c) if provided under Section 2.10(d)) and (ii) the Term Commitments will automatically and permanently reduce by an aggregate amount equal to the lesser of the aggregate amount of the Term Commitments then in effect and the amount of such Net Proceeds, such reduction to be effective on the day on which such Net Proceeds are received. (d) The Company shall notify the Administrative Agent not later than 1:00 p.m. of any election to terminate or reduce the Commitments of any Class under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction (except that if no Loans are outstanding hereunder reduction, specifying such election and no Letters the effective date thereof. Promptly following receipt of Credit are issued and outstanding hereunder such a notice or the effectiveness of a new credit facility for the Borrower is conditioned on the termination notice pursuant to paragraph (c) of this AgreementSection, any the Administrative Agent shall advise the Lenders of the contents thereof. Each notice terminating delivered by the Aggregate Commitments may be received on the date of termination), (ii) any such partial reduction Company pursuant to this Section shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitmentsirrevocable; provided that the Borrower may terminate the Aggregate Commitments if all Loans have been paid in full, the Borrower has Cash Collateralized, or provided other support acceptable to the applicable L/C Issuer(s) for, all outstanding Letters of Credit, and there are no outstanding L/C Borrowings. The Administrative Agent will promptly notify the Lenders of any such a notice of termination or reduction of any of the Aggregate CommitmentsRevolving Commitments delivered by the Company may state that such notice is conditioned upon the occurrence of subsequent events (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Aggregate Commitments of any Class shall be applied to permanent. Each reduction of the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date Commitments of any termination of the Aggregate Commitments Class shall be paid on made ratably among the effective date applicable Lenders in accordance with their respective Commitments of such terminationClass.

Termination or Reduction of Commitments. (a) The Borrower mayRepresentative (on behalf of any Borrower) shall have the right, upon not less than one Business Day’s notice to the Administrative AgentAgent (which will promptly notify the Lenders thereof), to terminate the Aggregate Tranche A Commitments, or or, from time to time permanently time, to reduce the Aggregate amount of the Tranche A Commitments; provided that (i) any no such notice shall be received by the Administrative Agent not later than 1:00 p.m. three Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination), (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrower shall not terminate or reduce the Aggregate Commitments permitted if, after giving effect thereto and to any concurrent prepayments hereunderof the Revolving Credit Loans and Swing Line Loans made on the effective date thereof, the Total Outstandings Aggregate Tranche A Lender Exposure would exceed the Aggregate Commitments; provided that applicable Commitments then in effect. Any such reduction shall be in an amount equal to $5,000,000 or a whole multiple of $1,000,000 in excess thereof and shall reduce permanently the applicable Commitments then in effect. (b) The Borrower may terminate Representative (on behalf of any Borrower) shall have the Aggregate Commitments if all Loans have been paid in fullright, the Borrower has Cash Collateralized, or provided other support acceptable upon not less than one Business Day’s notice to the applicable L/C Issuer(s) for, all outstanding Letters of Credit, and there are no outstanding L/C Borrowings. The Administrative Agent (which will promptly notify the Lenders thereof), to terminate the Tranche A-1 Commitments or, from time to time, to reduce the amount of the Tranche A-1 Commitments and, notwithstanding anything in this Agreement to the contrary, in connection with such termination or reduction, to prepay the Tranche A-1 Revolving Credit Loans without first repaying the Tranche A Revolving Credit Loans; provided that (x) no such termination or reduction shall be permitted if, after giving effect thereto and to any prepayments of the Revolving Credit Loans made on the effective date thereof, the Aggregate Tranche A-1 Lender Exposure would exceed the applicable Commitments then in effect and (y) after giving pro forma effect to such termination or reduction and prepayment and any reallocation pursuant to clause (c) of this subsection 2.3, the Payment Condition is satisfied. Any such reduction shall be in an amount equal to $1,000,000 or a whole multiple of $500,000 in excess thereof and shall, except as provided in clause (c) of this subsection 2.3, reduce permanently the applicable Commitments then in effect. (i) At the time of any such notice of termination or reduction of the Aggregate Tranche A-1 Commitments as set forth in clause (b) of this subsection 2.3, but without duplication of any increase permitted pursuant to subsection 2.6, the Tranche A-1 Commitments so terminated or reduced may be added, in whole or in part, at the Parent Borrower’s option, to the then outstanding Tranche A Commitments. Any reduction , in the manner set forth in clause (ii) below. (i) (x) In the case of Lenders that, as of immediately prior to any such termination or reduction, have (within the same branch and legal entity, as applicable) both Tranche A Commitments and Tranche A-1 Commitments, the Tranche A Commitments, as applicable, of such Lenders whose Tranche A-1 Commitments are being so terminated or reduced shall be automatically increased by the amount so terminated or reduced, and (y) in the case of any Tranche A-1 Commitments being so terminated or reduced that are not automatically reallocated pursuant to the immediately preceding clause (x), the Parent Borrower may seek to obtain like amounts of such Commitments in the form of Tranche A Commitments from existing Lenders or any other Persons; provided, however, that (1) no Lender shall be obligated to provide any such Commitments as a result of any such request by the Parent Borrower, and (2) any Additional Lender which is not an existing Lender shall be subject to the approval of the Aggregate Administrative Agent, each Swing Line Lender, each Issuing Lender and the Borrowers (each such approval not to be unreasonably withheld). (d) Any notice of termination delivered by the Borrower Representative pursuant to clauses (a) or (b) of this subsection 2.3 may state that such notice is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case, subject to subsection 4.12, such notice may be revoked by the Borrower Representative (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. (e) No more than one reallocation of Commitments pursuant to clause (c), (d) or (e) of this subsection 2.3 may be effected in any fiscal quarter. (f) In no event shall the Canadian Sublimit constitute more than 35% of the aggregate Commitments. (g) All outstanding Commitments shall be applied to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid terminate on the effective date of such terminationMaturity Date.

Termination or Reduction of Commitments. (a) The Borrower may, upon three Business Days' notice to the Administrative Agent, terminate the Aggregate Commitmentsat any time, or proportionately permanently reduce from time to time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. three Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination), (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 1,000,000 or any whole larger multiple of $1,000,000 in excess thereof, and (iii) the Borrower shall not terminate or reduce unused portions of the Aggregate Commitments. If the Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments; provided that the Borrower may terminate the Aggregate Commitments if all Loans have been paid are terminated in full, the Borrower has Cash Collateralized, or provided other support acceptable to the applicable L/C Issuer(s) fortheir entirety, all outstanding Letters of Credit, and there are no outstanding L/C Borrowings. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments accrued commitment fees shall be applied to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid payable on the effective date of such termination. (b) The Commitments shall terminate at 5 p.m. (Eastern Standard Time) on the Revolving Credit Termination Date, and all Revolving Loans then outstanding and all Letter of Credit Liabilities (in each case, together with accrued interest thereon) shall be due and payable on such date. (c) On each day on which the Commitments are reduced pursuant to Section 2.09(a), the Borrower shall repay such principal amount (together with accrued interest thereon) of each Lender’s outstanding Revolving Loans as may be necessary so that after such repayment, the aggregate unpaid principal amount of each Lender’s Revolving Loans plus such Lender’s LC Exposure does not exceed the amount of such Lender’s Commitment after giving effect to such reduction. In the event that the aggregate amount of the Commitments is reduced to an amount less than the aggregate amount of Letter of Credit Liabilities at such time in respect of all Letters of Credit, the Borrower hereby agrees that it shall forthwith, without any demand or taking of any other action by the Required Lenders or the Agent, pay to the Agent an amount in immediately available funds equal to the difference to be held as security for the Letter of Credit Liabilities for the benefit of all Lenders pursuant to arrangements satisfactory to the Agent and the Lenders.

Termination or Reduction of Commitments. The Borrower mayshall have the right, upon not less than three (3) Business Days’ notice to the Administrative Agent, to terminate the Aggregate CommitmentsRevolving Commitments or, or from time to time permanently time, to reduce the Aggregate CommitmentsMaximum Revolving Advance Amount; provided that (i) any no such notice termination of Revolving Commitments or reduction of the Maximum Revolving Advance Amount shall be received by the Administrative Agent not later than 1:00 p.m. three Business Days prior to the date of termination or reduction (except that permitted if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination), (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments; provided that the Borrower may terminate the Aggregate Commitments if all Loans have been paid in full, the Borrower has Cash Collateralized, or provided other support acceptable to the applicable L/C Issuer(s) for, all outstanding Letters of Credit, and there are no outstanding L/C Borrowings. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid Revolving Advances and Swing Loans made on the effective date thereof, (i) the aggregate amount of Revolving Advances, Swing Loans and the Maximum Undrawn Amount of all Letters of Credit would exceed the aggregate Revolving Commitments of all Lenders or (ii) the Maximum Revolving Advance Amount would be less than $1,000,000. Any such reduction shall be in an amount equal to $250,000, or a whole multiple of $50,000 in excess thereof (or such lesser amounts outstanding), and shall reduce permanently (A) on a pro rata basis the Revolving Commitments then in effect and (B) on a pro rata basis (as between the Maximum Revolving Advance Amount and the Letter of Credit Sublimit), the Letter of Credit Sublimit; provided, that, any such reduction shall be in a whole multiple of $100,000 (or such lesser amount outstanding); provided further that, if a LIBOR Rate Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, unless waived by the Agent in its sole discretion, the Borrower shall also pay any amounts owing pursuant to Section 2.2(g); provided, however, except in the case of a prepayment in full of the Obligations, that any such prepayment shall be applied first to outstanding Domestic Rate Loans and the remainder thereafter applied to prepay the LIBOR Rate Loan (such application to LIBOR Rate Loans with Interest Periods expiring on a date or dates nearest the date of such terminationprepayment); and provided further that in connection with any such reduction or termination the Borrower shall pay the applicable Prepayment Premium (if any).

Termination or Reduction of Commitments. CANCELLATION OF CAPITAL CORPORATION AS BORROWER. (a) The Borrower mayBorrowers, acting jointly, shall have the right, upon not less than five Business Days' notice to the Administrative Agent, to terminate the Aggregate CommitmentsCommitments or, or from time to time permanently time, reduce the Aggregate amount of the Commitments; provided , PROVIDED that (i) any such notice reduction shall be received accompanied by prepayment of Committed Rate Loans hereunder and/or Committed Linked Loans under the Administrative Agent not later than 1:00 p.m. three Business Days prior Linked Agreement, together with accrued interest on the amount so prepaid to the date of termination or reduction (except such prepayment, to the extent, if any, that if no the aggregate outstanding principal amount of all Loans are outstanding hereunder and no Letters plus the aggregate Equivalent Amount of Credit are issued and outstanding hereunder or all Linked Loans exceeds the effectiveness amount of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination)as then reduced, (ii) any such partial reduction shall be in an aggregate amount accompanied by a reduction of $5,000,000 or any whole multiple the "Commitments" of $1,000,000 in excess thereof, the Linked Lenders under the Linked Agreement to the extent required to cause such "Commitments" not to exceed the Commitments of the Tranche B Banks hereunder and (iii) the Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments; provided that the Borrower may terminate the Aggregate Commitments if all Loans have been paid in full, the Borrower has Cash Collateralized, or provided other support acceptable to the applicable L/C Issuer(s) for, all outstanding Letters of Credit, and there are no outstanding L/C Borrowings. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to accompanied by termination of the Commitment "Commitments" of each Lender according to its Applicable Percentage. All fees accrued until the effective date Linked Lenders under the Linked Agreement and prepayment in full of the Loans then outstanding hereunder in accordance with subsection 2.6, and any termination of a Bank's Commitment pursuant to subsection 2.13, 2.16 or 2.17 shall, with respect to each affected Loan, on the Aggregate Commitments last day of the applicable Interest Period therefor or, if earlier, on such earlier date as shall be paid on notified by the effective Borrowers, be accompanied by prepayment in full of such Loan, together with, in each case, accrued interest thereon to the date of such terminationprepayment, the payment of any unpaid facility fee then accrued hereunder, and the payment of any amounts then payable pursuant to subsections 2.13, 2.14, 2.15 and 2.

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

Termination or Reduction of Commitments. (a) The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. three 11:00 a.m. five Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination)reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments and (iv) if, after giving effect to any reduction of the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Sublimit shall be automatically reduced by the amount of such excess; provided that provided, any notice of termination of the Aggregate Commitments given by the Borrower may terminate state that such notice is conditioned upon the Aggregate Commitments if all Loans have been paid effectiveness of other credit facilities or capital raising, in full, which case such notice may be revoked by the Borrower has Cash Collateralized, or provided other support acceptable (by notice to the applicable L/C Issuer(sAgent on or prior to the specified effective date) for, all outstanding Letters of Credit, and there are no outstanding L/C Borrowingsif such condition is not satisfied. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination. (b) If the Initial Funding Date has not occurred on or prior to the date that is ninety (90) days following the Closing Date, the Aggregate Commitments shall be automatically terminated on the ninety-first (91st) day following the Closing Date.

Termination or Reduction of Commitments. The (a) Subject to Section 3.1, the Borrower mayshall have the right, upon not less than three Business Days’ notice to the Administrative Agent, to terminate the Aggregate CommitmentsCommitments or, or from time to time permanently time, to reduce the Aggregate amount of the Commitments; provided that (i) any no such notice shall be received by the Administrative Agent not later than 1:00 p.m. three Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination), (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrower shall not terminate or reduce the Aggregate Commitments permitted if, after giving effect thereto and to any concurrent prepayments hereunderof the Revolving Loans and Swingline Loans made on the effective date thereof, the Total Outstandings Extensions of Credit would exceed the Aggregate Total Commitments; provided further that a notice of termination of the Commitments delivered by the Borrower may terminate state that such notice is conditioned upon the Aggregate Commitments if all Loans have been paid effectiveness of other credit facilities or other debt instruments, in full, which case such notice may be revoked by the Borrower has Cash Collateralized, or provided other support acceptable (by written notice to the applicable L/C Issuer(s) for, all outstanding Letters of Credit, and there are no outstanding L/C Borrowings. The Administrative Agent will promptly notify on or prior to the Lenders specified effective date) if such condition is not satisfied; provided further that all such reductions of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied made ratably among the Lenders. Any such reduction shall be in an amount equal to $1,000,000, or a whole multiple thereof (or such lesser amount as may equal the remaining amount of the Commitments) and shall reduce permanently the Commitments to which such reduction is so allocated. (b) As of the Amendment and Restatement Effective Date (i) the Commitment of each Revolving Lender according to its Applicable Percentage. All fees accrued shall be reduced on a pro rata basis until the effective date of any termination Total Commitments of the Aggregate Revolving Lenders as of such date equals $100,000,000 and (ii) the Term Loan Commitments shall be paid terminate upon the funding of the Term Loans pursuant to Section 2 of the Amendment Agreement. (c) Unless previously terminated, the Commitments shall terminate on the effective date of such terminationTermination Date.

Termination or Reduction of Commitments. (a) The Borrower mayshall have the right, upon notice delivered to the Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall be received by the Administrative Agent not no later than 1:00 p.m. P.M., New York City time, at least three Business Days prior to the proposed date of termination or reduction, to terminate the Revolving Commitments or, from time to time, to reduce the amount of the Revolving Commitments of any Class; provided that no such termination or reduction (except that if no shall be permitted if, after giving effect thereto and to any prepayments of the Revolving Loans are outstanding hereunder and no Letters or Swingline Loans made on the effective date thereof, the Revolving Extensions of Credit are issued and outstanding hereunder or the effectiveness under such Class of a new credit facility for the Borrower is conditioned on the termination Revolving Commitments of this Agreement, any notice terminating the Aggregate Commitments may be received on the date Revolving Lender would exceed such Revolving Lender’s Revolving Commitment of termination), (ii) any such Class. Any such partial reduction shall be in an aggregate amount of equal to $5,000,000 10,000,000, or any a whole multiple of $1,000,000 in excess thereof, shall reduce permanently the Revolving Commitments then in effect and (iii) the Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments; provided that the Borrower may terminate the Aggregate Commitments if all Loans have been paid in full, the Borrower has Cash Collateralized, or provided other support acceptable to the applicable L/C Issuer(s) for, all outstanding Letters of Credit, and there are no outstanding L/C Borrowings. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to reduce the Revolving Commitments of any Class as the Borrower may designate, but in any event, in the case of Revolving Commitments with the same Revolving Termination Date, on a pro rata basis among such Revolving Commitments based on the respective amount of such Revolving Commitments of each Revolving Lender. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable, provided that such notice may state that it is conditioned upon the effectiveness of other credit facilities (including under this Agreement) or incurrence of other Indebtedness, the consummation of a particular Disposition, the occurrence of a change of control or other event), in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. - 47- (b) The Term B-1 Additional Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid will terminate on the effective date Amendment No. 1 Effective Date immediately upon the funding of such terminationXxxxxx’s Term B-1 Loan thereunder. (c) The Term B-2 Additional Commitment of each Lender will terminate on the Amendment No. 1 Effective Date immediately upon the funding of such Xxxxxx’s Term B-2 Loan thereunder. (d) The Term A-5 Additional Commitment of each Lender will terminate on the Amendment No. 2 Effective Date immediately upon the funding of such Xxxxxx’s Term A-5 Loan thereunder. (e) The Term A-6 Commitment of each Lender will terminate on the Amendment No. 2 Effective Date immediately upon the funding of such Xxxxxx’s Term A-6 Loan thereunder.

Termination or Reduction of Commitments. The Borrower Company may, at its discretion, upon written notice to the Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. three 112:00 ap.m. five Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination)reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of at least $1,000,000 in excess thereofor, if less, the entire Aggregate Commitments and (iii) the Borrower Company shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments. The Borrower will be required to pay the Makewhole Fee, applicable amounts under Sections 3.01 and 3.05 and other amounts applicable for the terminated portion of the Facility; provided that a Makewhole Fee will not be payable in the event that Borrower may exercises the right to terminate or reduce the Facility described in this Section 2.04 following the assertion of claims for additional amounts under Sections 3.01 and 3.04 that exceed an amount equal to 0.10% per annum times the Aggregate Commitments if all Loans have been paid in full, the Borrower has Cash Collateralized, or provided other support acceptable to the applicable L/C Issuer(s) for, all outstanding Letters of Credit, and there are no outstanding L/C BorrowingsCommitments. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination.