Common use of Termination or Reduction of Commitments Clause in Contracts

Termination or Reduction of Commitments. (a) The Borrowers may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Commitments, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Commitments, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided, that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three (3) 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 Borrowers shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings under the Revolving Credit Facility would exceed the Aggregate Commitments under the Revolving Credit Facility, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of LC Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, (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 or (D) the Aggregate FILO Facility Commitments if (x) after giving effect thereto and any concurrent prepayments hereunder the Total Outstandings under the FILO Facility would exceed the Aggregate FILO Facility Commitments or (y) a FILO Draw Period is then in effect, provided, that notwithstanding the foregoing, the Aggregate FILO Facility Commitments may be terminated at any time in connection with the termination of all of the Commitments under this Agreement.

Termination or Reduction of Commitments. (a) The Borrowers Borrower may, upon irrevocable notice from the Lead Borrower Company to the Administrative Agent, terminate the Aggregate Commitments, the Aggregate FILO Facility CommitmentsRevolving Facility, the Letter of Credit Sublimit or the Swing Line Swingline Sublimit or from time to time permanently reduce the Aggregate Commitments, the Aggregate FILO Facility CommitmentsRevolving Facility, the Letter of Credit Sublimit or the Swing Line Swingline Sublimit; provided, provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three five (35) 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 10,000,000 or any whole multiple of $1,000,000 in excess thereof, thereof and (iii) the Borrowers Borrower shall not terminate or reduce (A) the Aggregate Commitments Revolving Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings under the Revolving Credit Facility would exceed the Aggregate Commitments under the Revolving Credit Facility, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of LC L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, Sublimit or (C) the Swing Line Swingline Sublimit if, after giving effect thereto, thereto and to any concurrent payments prepayments hereunder, the Outstanding Amount of Swing Line Swingline Loans hereunder would exceed the Swing Line Sublimit or (D) the Aggregate FILO Facility Commitments if (x) Letter of Credit Sublimit. If after giving effect thereto and to any concurrent prepayments hereunder the Total Outstandings under the FILO Facility would exceed the Aggregate FILO Facility Commitments reduction or (y) a FILO Draw Period is then in effect, provided, that notwithstanding the foregoing, the Aggregate FILO Facility Commitments may be terminated at any time in connection with the termination of all of the Revolving Commitments under this AgreementSection 2.06, the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline Sublimit exceeds the Revolving Facility at such time, the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline Sublimit, as the case may be, shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swingline Sublimit, the Alternative Currency Sublimit or the Revolving Commitment under this Section 2.06. The amount of any such reduction of the Revolving Commitments shall not be applied to the Alternative Currency Sublimit unless otherwise specified by the Company. Upon any reduction of the Revolving Commitments, the Revolving Commitment of each Revolving Lender shall be reduced by such Lender’s Applicable Revolving Percentage of such Reduction Amount. All fees in respect of the Revolving Facility accrued until the effective date of any termination of the Revolving Facility shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) The Borrowers may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Commitments, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit Sublimit, or from time to time permanently reduce the Aggregate Commitments, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided, provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three (3) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof or, if less, the entire amount thereof, and (iii) the Borrowers shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings under the Revolving Credit Facility would exceed the Aggregate Commitments under the Revolving Credit FacilityCommitments, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of LC 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, thereto and to any concurrent payments prepayments hereunder, the Outstanding Amount of Swing Line Loans hereunder would exceed the Swing Line Sublimit or (D) the Aggregate FILO Facility Commitments if (x) Sublimit. If after giving effect thereto and to any concurrent prepayments hereunder the Total Outstandings under the FILO Facility would exceed the Aggregate FILO Facility Commitments reduction or (y) a FILO Draw Period is then in effect, provided, that notwithstanding the foregoing, the Aggregate FILO Facility Commitments may be terminated at any time in connection with the termination of all of the Aggregate Commitments under this AgreementSection 2.06, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the Aggregate Commitments at such time, the Letter of Credit Sublimit or the Swing Line Sublimit, as the case may be, shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit or Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its 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 Borrowers may, upon irrevocable notice from the Lead Borrower Company to the Administrative Agent, terminate the Aggregate Commitments, the Aggregate FILO Facility CommitmentsLetter of Credit Sublimit, the Financial Letter of Credit Sublimit or the Swing Line Sublimit Sublimit, or from time to time permanently reduce the Aggregate Commitments, the Aggregate FILO Facility CommitmentsLetter of Credit Sublimit, the Financial Letter of Credit Sublimit or the Swing Line Sublimit; provided, provided that (ia) any such notice shall be received by the Administrative Agent not later than 11:00 9:00 a.m. three (3) five Business Days prior to the date of termination or 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, (iiic) the Borrowers shall not terminate or reduce (Ai) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings under the Revolving Credit Facility would exceed the Aggregate Commitments under the Revolving Credit FacilityCommitments, (Bii) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of LC L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, (Ciii) the Financial Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Financial Letter of Credit Sublimit or (iv) the Swing Line Sublimit if, after giving effect thereto, thereto and to any concurrent payments prepayments hereunder, the Outstanding Amount of Swing Line Loans hereunder would exceed the Swing Line Sublimit or Sublimit, and (Dd) the Aggregate FILO Facility Commitments if (x) if, after giving effect thereto and to any concurrent prepayments hereunder the Total Outstandings under the FILO Facility would exceed termination or reduction of the Aggregate FILO Facility Commitments or (y) a FILO Draw Period is then in effect, provided, that notwithstanding the foregoingCommitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate FILO Facility Commitments, such sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Letter of Credit Sublimit, Financial Letter of Credit Sublimit, Swing Line Sublimit or Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its 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. Any notice of termination or reduction given pursuant to this Section 2.06 may be terminated at any time in connection with conditioned upon the termination consummation of all of other financing, and may be rescinded or extended for a reasonable period upon written notice to the Commitments under this AgreementAdministrative Agent if such other financing is not consummated on the anticipated date.

Termination or Reduction of Commitments. (a) The Borrowers Borrower may, upon irrevocable notice from the Lead Borrower to the Administrative AgentAgent (except as set forth below), terminate the Aggregate Commitments, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce in part the Aggregate Commitments, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided, provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three 1:00 p.m. five (35) 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 1,000,000 or any whole multiple of $1,000,000 100,000 in excess thereof, thereof and (iii) the Borrowers Borrower shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings under the Revolving Credit Facility would exceed the Aggregate Commitments under the Revolving Credit FacilityCommitments, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of LC L/C Obligations (other than L/C Borrowings) not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, and (C) the Swing Line Sublimit if, after giving effect thereto, and to any concurrent payments hereunder, the Outstanding Amount of Swing Line Loans made to the Borrower hereunder would exceed the Swing Line Sublimit or (D) Sublimit. Notwithstanding anything to the Aggregate FILO Facility Commitments if (x) after giving effect thereto and any concurrent prepayments hereunder the Total Outstandings under the FILO Facility would exceed the Aggregate FILO Facility Commitments or (y) a FILO Draw Period is then in effect, provided, that notwithstanding the foregoingcontrary contained herein, the Aggregate FILO Facility Commitments Borrower may be terminated at rescind any time in connection with the notice of reduction or termination of all of the Commitments under provided pursuant to this AgreementSection 2.06(a), if such notice states that such termination or reduction is conditioned upon the effectiveness of an Amendment or Refinancing of all part of the Committed Loans hereunder or from the proceeds of an asset sale or an Equity Issuance, which Amendment or Refinancing, asset sale or Equity Issuance shall not have been consummated or shall otherwise have been delayed.

Termination or Reduction of Commitments. (a) The Domestic Borrowers may, upon irrevocable notice from the Lead Borrower Parent to the Administrative AgentAgent (except as set forth below), terminate the Aggregate Domestic Total Commitments, the Aggregate FILO Facility Commitments, the Domestic Letter of Credit Sublimit or the Domestic Swing Line Sublimit or from time to time permanently reduce in part the Aggregate Domestic Total Commitments, the Aggregate FILO Facility Commitments, the Domestic Letter of Credit Sublimit or the Domestic Swing Line Sublimit; provided, provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three (3) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, thereof and (iii) the Domestic Borrowers shall not terminate or reduce (A) the Aggregate Domestic Total Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Domestic Total Outstandings under the Revolving Credit Facility would exceed the Aggregate Commitments under the Revolving Credit FacilityDomestic Total Commitments, (B) the Domestic Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of LC Domestic L/C Obligations (other than Domestic L/C Borrowings) not fully Cash Collateralized hereunder would exceed the Domestic Letter of Credit Sublimit, and (C) the Domestic Swing Line Sublimit if, after giving effect thereto, and to any concurrent payments hereunder, the Outstanding Amount of Swing Line Loans made to the Domestic Borrowers hereunder would exceed the Domestic Swing Line Sublimit or (D) Sublimit. Notwithstanding anything to the Aggregate FILO Facility Commitments if (x) after giving effect thereto and any concurrent prepayments hereunder the Total Outstandings under the FILO Facility would exceed the Aggregate FILO Facility Commitments or (y) a FILO Draw Period is then in effect, provided, that notwithstanding the foregoingcontrary contained herein, the Aggregate FILO Facility Domestic Borrowers may rescind any notice of reduction or termination of the Domestic Commitments may be terminated at any time in connection provided pursuant to this Section 2.06(a), if such termination or reduction was to have been made with the termination proceeds of a refinancing of all part of the Commitments under this AgreementCommitted Loans hereunder or from the proceeds of an asset sale, which refinancing or asset sale shall not have been consummated or shall otherwise have been delayed.

Termination or Reduction of Commitments. (a) The Borrowers Borrower may, upon irrevocable notice from the Lead Borrower to the Administrative AgentAgent (except as set forth below), terminate the Aggregate Commitments, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce in part the Aggregate Commitments, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided, provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. 1:00 p.m. three (3) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 1,000,000 or any whole multiple of $1,000,000 100,000 in excess thereof, thereof and (iii) the Borrowers Borrower shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings under the Revolving Credit Facility would exceed the Aggregate Commitments under the Revolving Credit FacilityCommitments, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of LC L/C Obligations (other than L/C Borrowings) not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, and (C) the Swing Line Sublimit if, after giving effect thereto, and to any concurrent payments hereunder, the Outstanding Amount of Swing Line Loans made to the Borrower hereunder would exceed the Swing Line Sublimit or (D) Sublimit. Notwithstanding anything to the Aggregate FILO Facility Commitments if (x) after giving effect thereto and any concurrent prepayments hereunder the Total Outstandings under the FILO Facility would exceed the Aggregate FILO Facility Commitments or (y) a FILO Draw Period is then in effect, provided, that notwithstanding the foregoingcontrary contained herein, the Aggregate FILO Facility Commitments Borrower may be terminated at rescind any time in connection with the notice of reduction or termination of all of the Commitments under provided pursuant to this AgreementSection 2.06(a), if such termination or reduction was to have been made with the proceeds of an Amendment or Refinancing of all part of the Committed Loans hereunder or from the proceeds of an asset sale or an Equity Issuance, which Amendment or Refinancing, asset sale or Equity Issuance shall not have been consummated or shall otherwise have been delayed.

Termination or Reduction of Commitments. (a) The Borrowers Company may, upon irrevocable notice from given by the Lead Borrower Borrowing Agent to the Administrative Agent, terminate the Aggregate Commitments, the Aggregate FILO Facility CommitmentsAlternative Currency Loan Sublimit, the Letter of Credit Alternative Currency L/C Sublimit or the Swing Line Sublimit Sublimit, or from time to time permanently reduce the Aggregate Commitments, the Aggregate FILO Facility CommitmentsAlternative Currency Loan Sublimit, the Letter of Credit Alternative Currency L/C Sublimit or the Swing Line Sublimit; provided, provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three (3) two 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 1,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers Borrowing Agent shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings under the Revolving Credit Facility would exceed the Aggregate Commitments under the Revolving Credit FacilityCommitments, (B) the Letter Alternative Currency Loan Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Credit Loans denominated in Alternative Currencies would exceed the Alternative Currency Loan Sublimit, (C) the Alternative Currency L/C Sublimit if, after giving effect thereto, the Outstanding Amount of LC L/C Obligations with respect to Letters of Credit denominated in Alternative Currencies not fully Cash Collateralized hereunder would exceed the Letter of Credit Alternative Currency L/C Sublimit, or (CD) the Swing Line Sublimit if, after giving effect thereto, thereto and to any concurrent payments prepayments hereunder, the Outstanding Amount of Swing Line Loans hereunder would exceed the Swing Line Sublimit or and (Div) the Aggregate FILO Facility Commitments if (x) if, after giving effect thereto and to any concurrent prepayments hereunder the Total Outstandings under the FILO Facility would exceed reduction or termination of the Aggregate FILO Facility Commitments or (y) a FILO Draw Period is then in effect, provided, that notwithstanding the foregoingCommitments, the Alternative Currency Loan Sublimit, the Alternative Currency L/C Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate FILO Facility Commitments, such Sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments, the Alternative Currency Loan Sublimit, the Alternative Currency L/C Sublimit or the Swing Line Sublimit. The amount of any such Aggregate Commitment reduction shall not be applied to the Alternative Currency Loan Sublimit, the Alternative Currency L/C Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrowing Agent. Any reduction of the Aggregate Commitments may shall be terminated at applied to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any time in connection with the termination of all the Aggregate Commitments shall be paid on the effective date of the Commitments under this Agreementsuch termination.

Termination or Reduction of Commitments. (a) The Borrowers may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Revolver Commitments, the Aggregate FILO Facility WC Interim Commitment or the Aggregate WC Commitments, as the Letter of Credit Sublimit or the Swing Line Sublimit case may be, or from time to time permanently reduce the Aggregate Revolver Commitments, the Aggregate FILO Facility WC Interim Commitment or the Aggregate WC Commitments, as the Letter of Credit Sublimit or the Swing Line Sublimitcase may be; provided, provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three (3) 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 10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers shall not terminate or reduce (A) the Aggregate Revolver Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolver Outstandings under the Revolving Credit Facility (other than Revolver L/C Obligations which are Cash Collateralized pursuant to Section 2.14 hereof) would exceed the Aggregate Commitments under the Revolving Credit FacilityRevolver Commitments, (Biv) the Letter of Credit Sublimit Borrowers shall not terminate or reduce the Aggregate WC Commitments if, after giving effect theretothereto and to any concurrent prepayments hereunder, the Outstanding Amount of LC Total WC Outstandings (other than WC L/C Obligations not fully which are Cash Collateralized hereunder pursuant to Section 2.14 hereof) would exceed the Aggregate WC Commitments, (v) the Borrowers shall not terminate or reduce the Aggregate WC Interim Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total WC Interim Outstandings (other than WC Interim L/C Obligations which are Cash Collateralized pursuant to Section 2.14 hereof) would exceed the Aggregate WC Interim Commitments and (vi) if, after giving effect to any reduction of the Aggregate Revolver Commitments, the Aggregate WC Interim Commitments or the Aggregate WC Commitments, as applicable, the Alternative Currency Sublimit, the Revolver Letter of Credit Sublimit, (C) or the Swing Line Sublimit if, after giving effect thereto, and to any concurrent payments hereunder, exceeds the Outstanding Amount amount of Swing Line Loans hereunder would exceed the Swing Line Sublimit or (D) the Aggregate FILO Facility Commitments if (x) after giving effect thereto and any concurrent prepayments hereunder the Total Outstandings under the FILO Facility would exceed the Aggregate FILO Facility Commitments or (y) a FILO Draw Period is then in effect, provided, that notwithstanding the foregoingRevolver Commitments, the Aggregate FILO Facility WC Interim Commitment or the Aggregate WC Commitments, as applicable, such Sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Revolver Commitments, the Aggregate WC Interim Commitment or Aggregate WC Commitments, as the case may be. The amount of any such Aggregate Revolver Commitment, Aggregate WC Interim Commitment or Aggregate WC Commitment, as the case may be, reduction shall not be applied to the Alternative Currency Sublimit or the Revolver Letter of Credit Sublimit unless otherwise specified by the Borrowers. Any reduction of the Aggregate Revolver Commitments, the Aggregate WC Interim Commitments may or the Aggregate WC Commitments, as applicable, shall be terminated at applied to the WC Commitment, WC Interim Commitment or Revolver Commitment of each Lender, as applicable, according to its Applicable Percentage. All fees accrued until the effective date of any time in connection with the termination of all the Aggregate Revolver Commitments, Aggregate WC Interim Commitment or Aggregate WC Commitments, as the case may be, shall be paid on the effective date of the Commitments under this Agreementsuch termination.

Termination or Reduction of Commitments. (ai) The Borrowers Borrower may, upon irrevocable notice from the Lead Borrower to the Administrative AgentAgent (except as set forth below), terminate the Aggregate Commitments, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce in part the Aggregate Commitments, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided, provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three 1:00 p.m. five (35) 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 1,000,000 or any whole multiple of $1,000,000 100,000 in excess thereof, thereof and (iii) the Borrowers Borrower shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings under the Revolving Credit Facility would exceed the Aggregate Commitments under the Revolving Credit FacilityCommitments, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of LC L/C Obligations (other than L/C Borrowings) not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, and (C) the Swing Line Sublimit if, after giving effect thereto, and to any concurrent payments hereunder, the Outstanding Amount of Swing Line Loans made to the Borrower hereunder would exceed the Swing Line Sublimit or (D) Sublimit. Notwithstanding anything to the Aggregate FILO Facility Commitments if (x) after giving effect thereto and any concurrent prepayments hereunder the Total Outstandings under the FILO Facility would exceed the Aggregate FILO Facility Commitments or (y) a FILO Draw Period is then in effect, provided, that notwithstanding the foregoingcontrary contained herein, the Aggregate FILO Facility Commitments Borrower may be terminated at rescind any time in connection with the notice of reduction or termination of all of the Commitments under provided pursuant to this AgreementSection 2.06(a), if such notice states that such termination or reduction is conditioned upon the effectiveness of an Amendment or Refinancing of all part of the Committed Loans hereunder or from the proceeds of an asset sale or an Equity Issuance, which Amendment or Refinancing, asset sale or Equity Issuance shall not have been consummated or shall otherwise have been delayed.

Termination or Reduction of Commitments. (a1) The Borrowers Borrower may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Commitments, the Aggregate FILO Facility CommitmentsRevolving Credit Facility, the Letter of Credit Sublimit Sublimit, or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Commitments, the Aggregate FILO Facility CommitmentsRevolving Credit Facility, the Letter of Credit Sublimit or the Swing Line Sublimit; provided, provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three (3) 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 1,000,000 or any whole multiple of $1,000,000 100,000 in excess thereof, (iii) any prepayment of a Revolving Credit Loan or a Swing Line Loan or termination, cancellation or cash collateralization of any L/C Obligations necessary to effectuate a reduction under this Section 2.06 shall be accompanied by payment of (A) accrued interest (or fees) on the Borrowers amount prepaid to the date of prepayment and (B) any additional amounts required pursuant to Section 3.05 and (iv) the Borrower shall not terminate or reduce (A) the Aggregate Commitments Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings under the Revolving Credit Facility would exceed the Aggregate Commitments under the Revolving Credit Facility, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of LC L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, (C) the Swing Line Sublimit if, after giving effect thereto, thereto and to any concurrent payments prepayments hereunder, the Outstanding Amount of Swing Line Loans hereunder would exceed the Swing Line Sublimit or (D) the Aggregate FILO Facility Commitments if (x) Canadian Dollar Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder hereunder, the Total Outstandings under the FILO Facility Outstanding Amount of Loans denominated in Canadian Dollars would exceed the Aggregate FILO Facility Commitments Canadian Dollar Sublimit. The Administrative Agent will promptly notify the Lenders of any such notice of termination or (y) a FILO Draw Period is then in effect, provided, that notwithstanding reduction of the foregoingRevolving Credit Facility, the Aggregate FILO Facility Commitments may Letter of Credit Sublimit or the Swing Line Sublimit. Any such reduction shall be terminated at applied to the Revolving Credit Commitment of each Appropriate Lender according to its Applicable Revolving Credit Percentage. All fees accrued until the effective date of any time in connection with the termination of all the Aggregate Commitments shall be paid on the effective date of the Commitments under this Agreementsuch termination.

Termination or Reduction of Commitments. (a) The Borrowers Company may, upon irrevocable notice from given by the Lead Borrower Borrowing Agent to the Administrative Agent, terminate the Aggregate Commitments, the Aggregate FILO Facility CommitmentsAlternative Currency Loan Sublimit, the Letter of Credit Alternative Currency L/C Sublimit or the Swing Line Sublimit Sublimit, or from time to time permanently reduce the Aggregate Commitments, the Aggregate FILO Facility CommitmentsAlternative Currency Loan Sublimit, the Letter of Credit Alternative Currency L/C Sublimit or the Swing Line Sublimit; provided, provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three (3) two 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 1,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers Borrowing Agent shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings under the Revolving Credit Facility would exceed the Aggregate Commitments under the Revolving Credit FacilityXxxxxxxxx Xxxxxxxxxxx, (BX) the Letter Alternative Currency Loan Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Credit Loans denominated in Alternative Currencies would exceed the Alternative Currency Loan Sublimit, (C) the Alternative Currency L/C Sublimit if, after giving effect thereto, the Outstanding Amount of LC L/C Obligations with respect to Letters of Credit denominated in Alternative Currencies not fully Cash Collateralized hereunder would exceed the Letter of Credit Alternative Currency L/C Sublimit, or (CD) the Swing Line Sublimit if, after giving effect thereto, thereto and to any concurrent payments prepayments hereunder, the Outstanding Amount of Swing Line Loans hereunder would exceed the Swing Line Sublimit or and (Div) the Aggregate FILO Facility Commitments if (x) if, after giving effect thereto and to any concurrent prepayments hereunder the Total Outstandings under the FILO Facility would exceed reduction or termination of the Aggregate FILO Facility Commitments or (y) a FILO Draw Period is then in effect, provided, that notwithstanding the foregoingCommitments, the Alternative Currency Loan Sublimit, the Alternative Currency L/C Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate FILO Facility Commitments, such Sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments, the Alternative Currency Loan Sublimit, the Alternative Currency L/C Sublimit or the Swing Line Sublimit. The amount of any such Aggregate Commitment reduction shall not be applied to the Alternative Currency Loan Sublimit, the Alternative Currency L/C Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrowing Agent. Any reduction of the Aggregate Commitments may shall be terminated at applied to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any time in connection with the termination of all the Aggregate Commitments shall be paid on the effective date of the Commitments under this Agreementsuch termination.

Termination or Reduction of Commitments. (a) The Borrowers may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Commitments, the Aggregate FILO Facility Revolving Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Commitments, the Aggregate FILO Facility Revolving Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided, provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three (3) 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 10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers shall not terminate or reduce (A) the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings under the Revolving Credit Facility would exceed the Aggregate Commitments under the Revolving Credit FacilityCommitments, (B) the Letter of Credit Sublimit if, after giving effect thereto, any of the following would be true: (1) the Outstanding Amount of LC L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, (2) the Outstanding Amount of L/C Obligations owed with respect to Commercial Letters of Credit not fully Cash Collateralized hereunder would exceed the Commercial L/C Sublimit, or (3) the Outstanding Amount of L/C Obligations owed with respect to Standby Letters of Credit not fully Cash Collateralized hereunder would exceed the Standby L/C 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 or (D) the Aggregate FILO Facility Commitments if (x) after giving effect thereto and any concurrent prepayments hereunder the Total Outstandings under the FILO Facility would exceed the Aggregate FILO Facility Commitments or (y) a FILO Draw Period is then in effect, provided, that notwithstanding the foregoing, the Aggregate FILO Facility Commitments may be terminated at any time in connection with the termination of all of the Commitments under this AgreementSublimit.

Termination or Reduction of Commitments. (a) The Borrowers may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Commitments, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce in part the Aggregate Commitments, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided, provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. 12:00 p.m. three (3) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereofthereof and, (iii) in connection with any such partial reduction of the Aggregate Commitments, the European Commitments shall be reduced on a pro rata basis relative to such partial reduction of the Aggregate Commitments, and (iv) the Borrowers shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings under the Revolving Credit Facility would exceed the Aggregate Commitments under the Revolving Credit FacilityCommitments, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of LC 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 or Sublimit, (D) the Aggregate FILO Facility Commitments if (x) Dutch Swing Line Sublimit if, after giving effect thereto thereto, and to any concurrent prepayments payments hereunder, the Outstanding Amount of Swing Line Loans to the Dutch Borrower hereunder the Total Outstandings under the FILO Facility would exceed the Aggregate FILO Facility Commitments or Dutch Swing Line Sublimit and (yE) a FILO Draw Period is then in effectthe UK Swing Line Sublimit if, providedafter giving effect thereto, that notwithstanding and to any concurrent payments hereunder, the Outstanding Amount of Swing Line Loans to the UK Borrower hereunder would exceed the UK Swing Line Sublimit. Notwithstanding the foregoing, the Aggregate FILO Facility Commitments Lead Borrower may be terminated at rescind or postpone any time in connection with the notice of termination of all the Aggregate Commitments if such termination would have resulted from a refinancing of the credit facility established under the Loan Documents, which refinancing is not consummated or is otherwise delayed. The European Commitments under this Agreementshall be automatically terminated upon any termination of the Domestic Commitments.

Termination or Reduction of Commitments. (a) The Borrowers may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate FILO Commitments, the Aggregate FILO Facility Revolving Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate FILO Commitments, the Aggregate FILO Facility Revolving Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided, that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three (3) 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 Borrowers shall not terminate or reduce (A) the Aggregate FILO Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings under the Revolving FILO Credit Facility would exceed the Aggregate Commitments under the Revolving Credit FacilityFILO Commitments, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of LC Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, (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 Sublimit, or (D) the Aggregate FILO Facility Revolving Commitments if (x) if, after giving effect thereto and to any concurrent prepayments hereunder hereunder, the Total Outstandings under the FILO Revolving Credit Facility would exceed the Aggregate FILO Facility Commitments or (y) a FILO Draw Period is then in effect, provided, that notwithstanding the foregoing, the Aggregate FILO Facility Commitments may be terminated at any time in connection with the termination of all of the Commitments under this AgreementRevolving Commitments.

Termination or Reduction of Commitments. (a) The Domestic Borrowers may, upon irrevocable notice from the Lead Borrower Parent to the Administrative AgentAgent (except as set forth below), terminate the Aggregate Revolving Domestic Total Commitments, the Aggregate FILO Facility Commitments, the Domestic Letter of Credit Sublimit or the Domestic Swing Line Sublimit or from time to time permanently reduce in part the Aggregate Revolving Domestic Total Commitments, the Aggregate FILO Facility Commitments, the Domestic Letter of Credit Sublimit or the Domestic Swing Line Sublimit; provided, provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three (3) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, thereof and (iii) the Domestic Borrowers shall not terminate or reduce (A) the Aggregate Revolving Domestic Total Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Revolving Domestic Total Outstandings under the Revolving Credit Facility would exceed the Aggregate Commitments under the Revolving Credit FacilityDomestic Total Commitments, (B) the Domestic Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of LC Domestic L/C Obligations (other than Domestic L/C Borrowings) not fully Cash Collateralized hereunder would exceed the Domestic Letter of Credit Sublimit, and (C) the Domestic Swing Line Sublimit if, after giving effect thereto, and to any concurrent payments hereunder, the Outstanding Amount of Swing Line Loans made to the Domestic Borrowers hereunder would exceed the Domestic Swing Line Sublimit or (D) Sublimit. Notwithstanding anything to the Aggregate FILO Facility Commitments if (x) after giving effect thereto and any concurrent prepayments hereunder the Total Outstandings under the FILO Facility would exceed the Aggregate FILO Facility Commitments or (y) a FILO Draw Period is then in effect, provided, that notwithstanding the foregoingcontrary contained herein, the Aggregate FILO Facility Domestic Borrowers may rescind any notice of reduction or termination of the Revolving Domestic Commitments may be terminated at any time in connection provided pursuant to this Section 2.06(a), if such termination or reduction was to have been made with the termination proceeds of a refinancing of all part of the Commitments under this AgreementCommitted Loans hereunder or from the proceeds of an asset sale or a similar transaction, which refinancing or, asset sale or similar transaction shall not have been consummated or shall otherwise have been delayed.

Termination or Reduction of Commitments. (a) The Borrowers may, VOLUNTARY TERMINATION OR REDUCTIONS. At the Borrower's option and upon at least three Domestic Business Days' prior irrevocable notice from the Lead Borrower to the Administrative Agent, the Borrower may (i) terminate the Aggregate Commitments, the Aggregate FILO Facility Commitments, Swing Line Commitment and the Letter of Credit Sublimit Commitment, at any time, or the Swing Line Sublimit or from time to time (ii) permanently reduce the Aggregate CommitmentsCommitment Amount, the Aggregate FILO Facility Commitments, Swing Line Commitment or the Letter of Credit Sublimit or the Swing Line Sublimit; providedCommitment, 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 11:00 a.m. three (3) Business Days prior to the date of termination or reduction, (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 $5,000,000 10,000,000 or any whole an integral multiple of $1,000,000 in excess thereof, (iiiB) in the Borrowers shall not terminate case of the Swing Line Commitment, $1,000,000, or reduce an integral multiple of $1,000,000 in excess thereof, and (C) 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 Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings under the Revolving Credit Facility would Commitment Amount shall equal or exceed the Aggregate Commitments under the Revolving Credit FacilityExposure, (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 Sublimit if, after giving effect thereto, the Outstanding Amount of LC Obligations not fully Cash Collateralized hereunder would Commitment shall equal or exceed the Letter of Credit SublimitExposure of all Lenders, (C) and PROVIDED FURTHER that a notice of termination of the Commitments, the Swing Line Sublimit ifCommitment 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), after giving effect thereto, and to any concurrent payments hereunder, the Outstanding Amount of Swing Line Loans hereunder would exceed the Swing Line Sublimit or (D) the Aggregate FILO Facility Commitments if (x) after giving effect thereto and any concurrent prepayments hereunder the Total Outstandings under the FILO Facility would exceed the Aggregate FILO Facility Commitments or (y) a FILO Draw Period is then in effect, provided, that notwithstanding the foregoing, the Aggregate FILO Facility Commitments which case such notice may be terminated at any time 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 indemnify the Lenders in connection accordance with the termination of all of the Commitments under this AgreementSection 3.5.

Termination or Reduction of Commitments. (a) The Borrowers Domestic Borrower may, upon irrevocable notice from the Lead Borrower Parent to the Administrative AgentAgent (except as set forth below), terminate the Aggregate Domestic Total Commitments, the Aggregate FILO Facility Commitments, the Domestic Letter of Credit Sublimit or the Domestic Swing Line Sublimit or from time to time permanently reduce in part the Aggregate Domestic Total Commitments, the Aggregate FILO Facility Commitments, the Domestic Letter of Credit Sublimit or the Domestic Swing Line Sublimit; provided, provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. 1:00 p.m. three (3) 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 1,000,000 or any whole multiple of $1,000,000 500,000 in excess thereof, thereof and (iii) the Borrowers Domestic Borrower shall not terminate or reduce (A) the Aggregate Domestic Total Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Domestic Total Outstandings under the Revolving Credit Facility would exceed the Aggregate Commitments under the Revolving Credit FacilityDomestic Total Commitments, (B) the Domestic Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of LC Domestic L/C Obligations (other than Domestic L/C Borrowings) not fully Cash Collateralized hereunder would exceed the Domestic Letter of Credit Sublimit, and (C) the Domestic Swing Line Sublimit if, after giving effect thereto, and to any concurrent payments hereunder, the Outstanding Amount of Swing Line Loans made to the Domestic Borrower hereunder would exceed the Domestic Swing Line Sublimit or (D) Sublimit. Notwithstanding anything to the Aggregate FILO Facility Commitments if (x) after giving effect thereto and any concurrent prepayments hereunder the Total Outstandings under the FILO Facility would exceed the Aggregate FILO Facility Commitments or (y) a FILO Draw Period is then in effect, provided, that notwithstanding the foregoingcontrary contained herein, the Aggregate FILO Facility Domestic Borrower may rescind any notice of reduction or termination of the Domestic Commitments may be terminated at any time in connection provided pursuant to this Section 2.06(a), if such termination or reduction was to have been made with the termination proceeds of an Amendment or Refinancing of all part of the Commitments under this AgreementCommitted Loans hereunder or from the proceeds of an asset sale or an Equity Issuance, which Amendment or Refinancing, asset sale or Equity Issuance shall not have been consummated or shall otherwise have been delayed.

Termination or Reduction of Commitments. (a) The Borrowers Borrower may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Tranche A Term Commitments, the Aggregate FILO Facility CommitmentsRevolving Credit Facility, the Letter of Credit Sublimit or the Swing Line Sublimit Sublimit, or from time to time permanently reduce the Aggregate Tranche A Term Commitments, the Aggregate FILO Facility CommitmentsRevolving Credit Facility, the Letter of Credit Sublimit or the Swing Line Sublimit; provided, provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. 2:00 p.m. three (3) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers Borrower shall not terminate or reduce (A) the Aggregate Commitments Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings under the Revolving Credit Facility Outstandings would exceed the Aggregate Commitments under the Revolving Credit Facility, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of LC 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, thereto and to any concurrent payments prepayments hereunder, the Outstanding Amount of Swing Line Loans hereunder would exceed the Letter of Credit Sublimit, and (iv) the Borrower may rescind any such notice under this Section 2.06(a) with respect to Tranche A Term Commitments or Revolving Credit Commitments if such termination or reduction would have resulted from a refinancing or other replacement of all of the Tranche A Term Facility or the Revolving Credit Facility or other transaction, which refinancing, replacement or transaction shall not be consummated or shall otherwise be delayed. In addition, unless previously terminated in accordance with other terms hereof, the Tranche A Term Commitments shall automatically terminate on the earliest to occur of (i) 12:01 am, New York City time, on the day immediately following the last day of the Certain Funds Period and (ii) the consummation of the 2015 Acquisition without the use of the Tranche A Term Loans. (b) Application of Commitment Reductions; Payment of Fees. The Administrative Agent will promptly notify the Lenders of any termination or reduction of unused portions of the Letter of Credit Sublimit or the Swing Line Sublimit or (D) the Aggregate FILO Facility unused Commitments if (x) after giving effect thereto and of any concurrent prepayments hereunder the Total Outstandings Class under the FILO Facility would exceed the Aggregate FILO Facility this Section 2.06. Upon any reduction of unused Commitments or (y) a FILO Draw Period is then in effect, provided, that notwithstanding the foregoingof any Class, the Aggregate FILO Facility Commitment of each Lender of such Class shall be reduced by such Lender’s Pro Rata Share of the amount by which such Commitments may be terminated at any time in connection with are reduced (other than the termination of all the Commitment of any Lender as provided in Section 10.13). All commitment fees accrued until the effective date of any termination of the Aggregate Commitments under this Agreement.shall be paid on the effective date of such termination. Section 2.07

Termination or Reduction of Commitments. (a) The Borrowers may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Commitments, the Aggregate FILO Facility Tranche A Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Commitments, the Aggregate FILO Facility Tranche A Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided, provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three (3) 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 Borrowers shall not terminate or reduce (A) the Aggregate Tranche A Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Tranche A Outstandings under the Revolving Credit Facility would exceed the Aggregate Commitments under the Revolving Credit FacilityTranche A Commitments, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of LC 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 or (D) the Aggregate FILO Facility Commitments if (x) after giving effect thereto and any concurrent prepayments hereunder the Total Outstandings under the FILO Facility would exceed the Aggregate FILO Facility Commitments or (y) a FILO Draw Period is then in effect, provided, that notwithstanding the foregoing, the Aggregate FILO Facility Commitments may be terminated at any time in Sublimit. In connection with any reduction in the termination Tranche A Commitments prior to the Maturity Date, if any Loan Party or any of all its Subsidiaries owns any Margin Stock, Borrowers shall deliver to Agent an updated Form U-1 (with sufficient additional originals thereof for each Lender), duly executed and delivered by the Borrowers, together with such other documentation as Agent shall reasonably request, in order to enable Agent and the Lenders to comply with any of the Commitments requirements under this AgreementRegulations T, U or X of the FRB.

Termination or Reduction of Commitments. (a) The Subject to Section 2.09, the Borrowers may, upon irrevocable notice from the Lead Borrower to the Administrative AgentAgent (which may be revocable if such notice states that prepayment is contingent upon the refinancing in full of the credit facility provided for hereunder), terminate the the` Aggregate Tranche A Commitments, the Aggregate FILO Facility Commitments, Tranche A-1 Commitments or the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Tranche A Commitments, the Aggregate FILO Facility Commitments, Tranche A-1 Commitments or the Letter of Credit Sublimit or the Swing Line Sublimit; provided, that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three (3) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 1,000,000 or any whole multiple of $1,000,000 500,000 in excess thereof, (iii) the Borrowers shall not terminate or reduce (A) the Aggregate Tranche A Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings under aggregate Outstanding Amount of the Revolving Credit Facility Tranche A Loans and the L/C Obligations would exceed the Aggregate Commitments under the Revolving Credit FacilityTranche A Commitments, (B) the Tranche A-1 Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the aggregate Outstanding Amount of the Tranche A-1 Loans would exceed the Aggregate Tranche A-1 Commitments, and (C) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of LC L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, and (Civ) 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 or (D) Borrowers shall not reduce the Aggregate FILO Facility Tranche A-1 Commitments if (x) after giving effect thereto and any concurrent prepayments hereunder the Total Outstandings under the FILO Facility would exceed the Aggregate FILO Facility Commitments or (y) a FILO Draw Period is then in effect, provided, that notwithstanding the foregoing, the Aggregate FILO Facility Commitments may be terminated to less than $15,000,000 at any time in connection with while the termination of all of the Tranche A Commitments under this Agreementremain outstanding.

Termination or Reduction of Commitments. (a) The Borrowers Borrower may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Dollar Commitments, the Aggregate FILO Facility Multicurrency Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit Delayed Draw Term Loan Commitment, or from time to time permanently reduce the Aggregate Dollar Commitments, the Aggregate FILO Facility Multicurrency Commitments, the Letter of Credit Sublimit or the Swing Line SublimitDelayed Draw Term Loan Commitment; provided, provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three (3) five Business Days prior to the date of termination or reductionreduction (or such shorter period of time as the Administrative Agent shall reasonably agree), (ii) in the case of a partial reduction, any such notice shall specify the amount of such reduction (if any) to be allocated to the Dollar Commitments, Multicurrency Commitments, the Letter of Credit Sublimit and/or the Delayed Draw Term Loan Commitment hereunder, in each case, (iii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereofthereof (or in the case of any Foreign Currency, as set forth on the Administrative Schedule), and (iiiiv) the Borrowers Borrower shall not terminate or reduce (A) the Aggregate Commitments Revolving Credit Facility if, immediately after giving effect thereto and to any concurrent prepayments hereunder, (1) the Total Outstandings under the Revolving Credit Facility Outstandings would exceed the Aggregate Commitments under the Revolving Credit Facility, (2) with respect to any termination or reduction of Dollar Commitments, the Total Dollar Outstandings would exceed the Total Dollar Commitment or (3) with respect to any termination or reduction of Multicurrency Commitments, the Total Multicurrency Outstandings would exceed the Total Multicurrency Commitment, or (B) the Letter of Credit Sublimit Sublimit, if, immediately after giving effect thereto, the Outstanding Amount of LC the L/C Obligations (including the Dollar Equivalent of any Multicurrency L/C Obligations outstanding in a Foreign Currency) not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit. The Administrative Agent will promptly notify the applicable Lenders of any such notice of termination or reduction of the Revolving Credit Facility, the Dollar Commitments, the Multicurrency Commitments, the Letter of Credit Sublimit or the Delayed Draw Term Loan Commitments, as applicable. Any reduction of a tranche of Commitments hereunder shall be applied ratably among the Lenders holding such tranche of Commitments based on the amount of such Commitments held by such Lender immediately prior to such reduction. All fees in respect of the Revolving Credit Facility or the Delayed Draw Term Loan Commitments accrued until the effective date of any termination of the Revolving Credit Facility, the Delayed Draw Term Loan Commitments or the Letter of Credit Sublimit shall be paid on the effective date of such termination. The Refinancing Term Loan Commitments shall be reduced to zero immediately after the funding thereof on the Closing Date, except with respect to a Defaulting Lender, if any (Cto the extent of any applicable unfunded amount). The Delayed Draw Term Loan Commitment shall be reduced to zero upon the earlier of (i) 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 or (D) the Aggregate FILO Facility Commitments if (x) after giving effect thereto and any concurrent prepayments hereunder the Total Outstandings under the FILO Facility would exceed the Aggregate FILO Facility Commitments or (y) a FILO Draw Period is then in effect, provided, that notwithstanding the foregoing, the Aggregate FILO Facility Commitments may be terminated at any time in connection with the termination of all occurrence of the Commitments under this AgreementExpiration Date and (ii) except with respect to a Defaulting Lender, if any (to the extent of any applicable unfunded amount), immediately after the funding thereof on the Tanzanite Closing Date.

Termination or Reduction of Commitments. (a) The Domestic Borrowers may, upon irrevocable notice from the Lead Borrower Parent to the Administrative AgentAgent (except as set forth below), terminate the Aggregate Revolving Domestic Total Commitments, the Aggregate FILO Facility Commitments, the Domestic Letter of Credit Sublimit or the Domestic Swing Line Sublimit or from time to time permanently reduce in part the Aggregate Revolving Domestic Total Commitments, the Aggregate FILO Facility Commitments, the Domestic Letter of Credit Sublimit or the Domestic Swing Line Sublimit; provided, provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three (3) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, thereof and (iii) the Domestic Borrowers shall not terminate or reduce (A) the Aggregate Revolving Domestic Total Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Revolving Domestic Total Outstandings under the Revolving Credit Facility would exceed the Aggregate Commitments under the Revolving Credit FacilityDomestic Total Commitments, (B) the Domestic Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of LC Domestic L/C Obligations (other than Domestic L/C Borrowings) not fully Cash Collateralized hereunder would exceed the Domestic Letter of Credit Sublimit, and (C) the Domestic Swing Line Sublimit if, after giving effect thereto, and to any concurrent payments hereunder, the Outstanding Amount of Swing Line Loans made to the Domestic Borrowers hereunder would exceed the Domestic Swing Line Sublimit or (D) Sublimit. Notwithstanding anything to the Aggregate FILO Facility Commitments if (x) after giving effect thereto and any concurrent prepayments hereunder the Total Outstandings under the FILO Facility would exceed the Aggregate FILO Facility Commitments or (y) a FILO Draw Period is then in effect, provided, that notwithstanding the foregoingcontrary contained herein, the Aggregate FILO Facility Domestic Borrowers may rescind any notice of reduction or termination of the Revolving Domestic Commitments may be terminated at any time in connection provided pursuant to this Section 2.06(a), if such termination or reduction was to have been made with the termination proceeds of a refinancing of all part of the Commitments under this AgreementCommitted Loans hereunder or from the proceeds of an asset sale or a similar transaction, which refinancing, asset sale or similar transaction shall not have been consummated or shall otherwise have been delayed.

Termination or Reduction of Commitments. (a) The Borrowers Borrower may, upon irrevocable three (3) Business Days' prior written notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Commitmentsentirely at any time, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or proportionately reduce from time to time permanently reduce on a pro rata basis among the Aggregate Lenders based on their respective Additional Commitments and/or Revolving Credit Commitments, as the Aggregate FILO Facility Commitmentscase may require, by an aggregate amount of $5,000,000.00 or any larger multiple of $5,000,000.00, the Letter unused portions of the Additional Commitments and/or Revolving Credit Sublimit or the Swing Line SublimitCommitments as specified by Borrower in such notice to Administrative Agent; provided, however, that (i) any prior to March 31, 2000, all such notice reductions shall be received by the Administrative Agent not later than 11:00 a.m. three (3) Business Days prior applied first to any Additional Commitments and second to the date of termination or reductionRevolving Credit Commitments, (ii) at no time shall the Additional Commitments be reduced to a figure less than the total of the outstanding principal amount of Revolving Credit Loans plus the outstanding principal amount of all Swing Loans plus the outstanding principal amount of all Alternate Currency Loans, plus the face amount of all outstanding Letters of Credit then outstanding pursuant to Section 3.1(b), (iii) at no time shall the Revolving Credit Commitments be reduced to a figure less than the total of the outstanding principal amount of all Revolving Credit Loans plus the outstanding principal amount of all Swing Loans plus the outstanding principal amount of all Alternate Currency Loans, plus the face amount of all outstanding Letters of Credit then outstanding pursuant to Section 3.1(a), (iv) at no time shall the Additional Commitments be reduced to a figure greater than zero but less than $5,000,000.00, (v) at no time shall the Revolving Credit Commitments be reduced to a figure greater than zero but less than $100,000,000.00, and (vi) any such partial termination or reduction shall be in permanent and the Borrower shall have no right to thereafter reinstate or increase the Additional Commitment or the Revolving Credit Commitment, as the case may be, of any Lender. Each Alternate Currency Borrower may, upon three Business Days prior written notice to the Alternate Currency Bank, terminate entirely at any time or reduce from time to time by an aggregate amount of $5,000,000 5,000,000.00 or any whole larger multiple of $1,000,000 5,000,000.00 the unused portions of the applicable Alternate Currency Commitment as specified by the applicable Alternate Currency Borrower in excess thereof, (iii) such notice to the Borrowers shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings under the Revolving Credit Facility would exceed the Aggregate Commitments under the Revolving Credit Facility, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of LC Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, (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 or (D) the Aggregate FILO Facility Commitments if (x) after giving effect thereto and any concurrent prepayments hereunder the Total Outstandings under the FILO Facility would exceed the Aggregate FILO Facility Commitments or (y) a FILO Draw Period is then in effect, Alternate Currency Bank; provided, however, that notwithstanding at no time shall the foregoing, the Aggregate FILO Facility Alternate Currency Commitments may be terminated at any time in connection with the termination of all of the Commitments under this Agreement.reduced

Termination or Reduction of Commitments. (a) Termination or Reduction of Revolving Credit Commitments, Revolving L/C Sublimit and Term L/C Issuer Commitments. The Borrowers Borrower may, upon irrevocable notice from the Lead Borrower to the Administrative Payment Agent, terminate the Aggregate Commitments, unused portion of the Aggregate FILO Facility Commitments, the Letter of Revolving Credit Sublimit Commitments or the Swing Line Sublimit Revolving L/C Sublimit, or from time to time permanently reduce a portion of the Aggregate Commitments, unused portion of the Aggregate FILO Facility Commitments, the Letter of Revolving Credit Sublimit Commitments or the Swing Line Revolving L/C Sublimit; provided, provided that (i) any such notice shall be received by the Administrative Payment Agent not later than 11:00 a.m. 12:00 noon (eastern time) three (3) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an a minimum aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers Borrower shall not terminate or reduce (A) the Aggregate unused portion of the Revolving Credit Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings under the Outstanding Amount of Revolving Credit Facility Loans and Revolving L/C Obligations would exceed the Aggregate aggregate Revolving Credit Commitments under or if the Revolving L/C Sublimit would exceed the aggregate Revolving Credit Facility, Commitments and (Biv) the Letter Borrower shall not terminate or reduce the unused portion of Credit the Revolving L/C Sublimit if, after giving Fifth Amended and Restated Credit Agreement effect thereto, the Outstanding Amount of LC Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, (C) the Swing Line Sublimit if, after giving effect thereto, thereto and to any concurrent payments prepayments hereunder, the Outstanding Amount of Swing Line Loans hereunder the Revolving L/C Obligations would exceed the Swing Line Revolving L/C Sublimit. If after giving effect to any reduction or termination of unused Revolving Credit Commitments under this Section 2.05, the Revolving L/C Sublimit exceeds the aggregate Revolving Credit Commitments, the Revolving L/C Sublimit shall be automatically reduced by the amount of such excess. The Borrower may, upon notice to the Payment Agent, terminate the unused portion of the Term L/C Issuer Commitments, or from time to time permanently reduce a portion of the unused portion of the Term L/C Issuer Commitments; provided that (Di) any such notice shall be received by the Payment Agent not later than 12:00 noon (eastern time) three Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in a minimum aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof and (iii) the Aggregate FILO Facility Borrower shall not terminate or reduce the Term L/C Issuer Commitments if (x) if, after giving effect thereto and to any concurrent prepayments hereunder hereunder, the Total Outstandings under the FILO Outstanding Amount of Term L/C Facility Obligations would exceed the Aggregate FILO Facility Commitments or (y) a FILO Draw Period is then in effect, provided, that notwithstanding the foregoing, the Aggregate FILO Facility Commitments may be terminated at any time in connection with the termination of all of the Commitments under this Agreementaggregate Term L/C Issuer Commitment.

Termination or Reduction of Commitments. (a) The Borrowers may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Tranche A Aggregate Commitments, the Tranche A-1 Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Tranche A Aggregate Commitments, the Tranche A-1 Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided, provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three (3) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers shall not terminate or reduce (A) the Tranche A Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Tranche A Total Outstandings under the Revolving Credit Facility would exceed the Tranche A Aggregate Commitments under the Revolving Credit FacilityCommitments, (B) the Tranche A-1 Aggregate Commitments, if after giving effect thereto and to any concurrent prepayments permitted under Section 2.05(a) hereunder (i) the Tranche A-1 Total Outstandings would exceed the Tranche A-1 Aggregate Commitments or (ii) Pro Forma Excess Availability and Projected Excess Availability (in each case determined based on a period of 180 consecutive calendar days taken as one accounting period rather than a Twelve Month Period) as of the date of such termination or reduction would be less than thirty percent (30%) of the Loan Cap, (C) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of LC Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, and (CD) 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 or (D) the Aggregate FILO Facility Commitments if (x) after giving effect thereto and any concurrent prepayments hereunder the Total Outstandings under the FILO Facility would exceed the Aggregate FILO Facility Commitments or (y) a FILO Draw Period is then in effect, provided, that notwithstanding the foregoing, the Aggregate FILO Facility Commitments may be terminated at any time in connection with the termination of all of the Commitments under this AgreementSublimit.

Termination or Reduction of Commitments. (a) The Borrowers may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Commitments, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Commitments, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided, provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three (3) 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 1,000,000 or any whole multiple of $1,000,000 500,000 in excess thereof, (iii) the Borrowers shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings under the Revolving Credit Facility would exceed the Aggregate Commitments under the Revolving Credit FacilityCommitments, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of LC 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 Sublimit, and (iv) notwithstanding anything to the contrary in the foregoing, a notice of termination of the Commitments delivered by the Lead Representative may state that such notice is conditioned upon the effectiveness of other credit facilities or other transaction, in which case such notice may be revoked by the Borrower Representative (Dby notice to the Agent on or prior to the specified effective date) the Aggregate FILO Facility Commitments if such condition is not satisfied. (xb) If, after giving effect thereto and to any concurrent prepayments hereunder the Total Outstandings under the FILO Facility would exceed reduction of the Aggregate FILO Facility Commitments or (y) a FILO Draw Period is then in effect, provided, that notwithstanding the foregoingCommitments, the Aggregate FILO Facility Commitments may be terminated at any time in connection with Letter of Credit Sublimit or the termination of all Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Letter of Credit Sublimit or Swing Line Sublimit shall be automatically reduced by the amount of such excess. (c) The Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit or the Aggregate Commitments under this Agreement.Section 2.06. Upon any reduction of the Aggregate Commitments, the Commitment of each Lender shall be reduced by such Lender’s Applicable Percentage of such reduction amount. All fees (including, without limitation, commitment fees and Letter of Credit Fees) and interest in respect of the Aggregate Commitments accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination. 2.07

Termination or Reduction of Commitments. (a) The Borrowers may, upon irrevocable (except as set forth in the remainder of this paragraph) notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Commitments, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce (and the Commitment of each Lender shall be reduced on a pro rata basis) the Aggregate Commitments, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided, that that, (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. 2:00 p.m. three (3) Business Days prior to the date of termination or reduction, (ii) any such partial reduction of the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers shall not (A) terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings under the Revolving Credit Facility would exceed the Aggregate Commitments under the Revolving Credit FacilityCommitments, (B) terminate or reduce the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of LC Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, and (C) terminate or reduce 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 or (D) Sublimit. Each notice delivered by the Aggregate FILO Facility Commitments if (x) after giving effect thereto and any concurrent prepayments hereunder the Total Outstandings under the FILO Facility would exceed the Aggregate FILO Facility Commitments or (y) a FILO Draw Period is then in effect, Lead Borrower pursuant to this Section shall be irrevocable; provided, that notwithstanding such notice delivered by the foregoingBorrower may state that such notice is conditioned upon the effectiveness of other credit facilities, indentures or similar agreements related to the Aggregate FILO Facility Commitments incurrence of indebtedness or the consummation of a transaction constituting a Change of Control, in which case such notice may be terminated at any time in connection with revoked by the termination of all of Lead Borrower (by notice to the Commitments under this AgreementAdministrative Agent on or prior to the specified effective date) if such condition is not satisfied.

Termination or Reduction of Commitments. (a) The Borrowers may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Commitments, the Aggregate FILO Facility Tranche A Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce in part the Aggregate Commitments, the Aggregate FILO Facility Tranche A Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided, provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three (3) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers shall not terminate or reduce (A) the Aggregate Tranche A Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings under the Revolving Credit Facility would exceed the Aggregate Commitments under the Revolving Credit FacilityCommitments, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of LC L/C Obligations (other than L/C Borrowings) not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, and (C) the Swing Line Sublimit if, after giving effect thereto, and to any concurrent payments prepayments hereunder, the Outstanding Amount of Swing Line Loans hereunder would exceed the Swing Line Sublimit or (D) the Aggregate FILO Facility Commitments if (x) after giving effect thereto and any concurrent prepayments hereunder the Total Outstandings under the FILO Facility would exceed the Aggregate FILO Facility Commitments or (y) a FILO Draw Period is then in effectSublimit, provided, further, that notwithstanding a notice of termination of the foregoingTranche A Commitments delivered by the Lead Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, the Aggregate FILO Facility Commitments in which case such notice may be terminated at any time in connection with revoked by the termination of all of Lead Borrower (by notice to the Commitments under this AgreementAdministrative Agent on or prior to the specified effective date) if such condition is not satisfied.

Termination or Reduction of Commitments. (a) The Borrowers may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Revolver Commitments or the Aggregate WC Commitments, as the Aggregate FILO Facility Commitmentscase may be, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Revolver Commitments or the Aggregate WC Commitments, as the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimitcase may be; provided, provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three (3) 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 10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers shall not terminate or reduce (A) the Aggregate Revolver Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolver Outstandings under the Revolving Credit Facility (other than Revolver L/C Obligations which are Cash Collateralized pursuant to Section 2.14 hereof) would exceed the Aggregate Commitments under the Revolving Credit FacilityRevolver 81 Commitments, (Biv) the Letter of Credit Sublimit Borrowers shall not terminate or reduce the Aggregate WC Commitments if, after giving effect theretothereto and to any concurrent prepayments hereunder, the Outstanding Amount of LC Total WC Outstandings (other than WC L/C Obligations not fully which are Cash Collateralized hereunder pursuant to Section 2.14 hereof) would exceed the Aggregate WC Commitments and (v) if, after giving effect to any reduction of the Aggregate Revolver Commitments or the Aggregate WC Commitments, as applicable, the Alternative Currency Sublimit, the Revolver Letter of Credit Sublimit, (C) or the Swing Line Sublimit ifexceeds the amount of the Aggregate Revolver Commitments or the Aggregate WC Commitments, after giving effect theretoas applicable, and such Sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Revolver Commitments or Aggregate WC Commitments, as the case may be. The amount of any such Aggregate Revolver Commitment or Aggregate WC Commitment, as the case may be, reduction shall not be applied to any concurrent payments hereunder, the Outstanding Amount of Swing Line Loans hereunder would exceed the Swing Line Alternative Currency Sublimit or (D) the Revolver Letter of Credit Sublimit unless otherwise specified by the Borrowers. Any reduction of the Aggregate FILO Facility Revolver Commitments if (x) after giving effect thereto and any concurrent prepayments hereunder the Total Outstandings under the FILO Facility would exceed or the Aggregate FILO Facility WC Commitments, as applicable, shall be applied to the WC Commitment or Revolver Commitment of each Lender, as applicable, according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Revolver Commitments or (y) a FILO Draw Period is then in effectAggregate WC Commitments, providedas the case may be, that notwithstanding shall be paid on the foregoing, the Aggregate FILO Facility Commitments may be terminated at any time in connection with the termination effective date of all of the Commitments under this Agreementsuch termination.

Termination or Reduction of Commitments. (a) The Borrowers may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate FILO Commitments, the Aggregate FILO Facility Revolving Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate FILO Commitments, the Aggregate FILO Facility Revolving Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided, that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three (3) 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 Borrowers shall not terminate or reduce (A) the Aggregate FILO Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings under the Revolving FILO Credit Facility would exceed the Aggregate Commitments under the Revolving Credit FacilityFILO Commitments, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of LC Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, and (CD(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 Sublimit., or (D) the Aggregate FILO Facility Revolving Commitments if (x) if, after giving effect thereto and to any concurrent prepayments hereunder hereunder, the Total Outstandings under the FILO Revolving Credit Facility would exceed the Aggregate FILO Facility Commitments or (y) a FILO Draw Period is then in effect, provided, that notwithstanding the foregoing, the Aggregate FILO Facility Commitments may be terminated at any time in connection with the termination of all of the Commitments under this AgreementRevolving Commitments.

Termination or Reduction of Commitments. (a) The Borrowers Borrower may, upon irrevocable (except as set forth below) notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Commitments, the Aggregate FILO Facility CommitmentsLetter of Credit Sublimit, the Alternate Currency Letter of Credit Sublimit or the Swing Line Sublimit Sublimitin whole, or from time to time permanently reduce in part, in each case, without premium or penalty, the Aggregate Commitments, the Aggregate FILO Facility CommitmentsLetter of Credit Sublimit, the Alternate Currency Letter of Credit Sublimit or the Swing Line Sublimit; provided, that that,except for any terminations or reductions made pursuant to Section 3.07(b), (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three (3) Business Days prior to the date of termination or reductionreduction (or such shorter period as the Agent may reasonably agree), (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers Borrower shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings under the Revolving Credit Facility would exceed the Aggregate Commitments under the Revolving Credit FacilityCommitments, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of LC L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, (C) the Alternate Currency Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations in respect of Alternate Currency Letters of Credit (calculated based on the Dollar Equivalent thereof) not fully Cash Collateralized hereunder would exceed the Alternate Currency Letter of Credit Sublimit, and (D) the Swing Line Sublimit if, after giving effect thereto, and to any concurrent payments hereunder, the Outstanding Amount of Swing Line Loans hereunder would exceed the Swing Line Sublimit or (D) the Aggregate FILO Facility Commitments if (x) after giving effect thereto and any concurrent prepayments hereunder the Total Outstandings under the FILO Facility would exceed the Aggregate FILO Facility Commitments or (y) a FILO Draw Period is then in effect, Sublimit; provided, further, that notwithstanding sucha notice of termination delivered by the foregoingBorrower may state that such notice is conditioned on the funding or consummation of any transaction or transactionsupon the occurrence or non-occurrence of any event specified therein (including, without limitation, any sale or disposition of Collateral or the Aggregate FILO Facility Commitments closing of any other financing transaction). the effectiveness of other credit facilities or other transactions specified therein), in which case such notice may be terminated at any time in connection with revoked or extended by the termination Borrower (by notice to the Agent on or prior to the specified effective date) if such condition is not satisfied or otherwise conditioned on the occurrence or non-occurrence of all of the Commitments under this Agreementsuch event.