Common use of Termination, Reduction and Increase of Revolving Commitments Clause in Contracts

Termination, Reduction and Increase of Revolving Commitments. (a) The Revolving Commitments of all of the Revolving Lenders shall be automatically terminated on the Maturity Date. (b) Subject to Section 2.15(b), upon at least one Business Day of prior written or telecopy notice to the Administrative Agent (which notice shall have been received not later than 12:00 Noon, New York City time), the Borrower may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Total Revolving Commitment; provided, however, that (i) each partial reduction of the Total Revolving Commitment shall be in an integral multiple of $1,000,000 and in a minimum principal amount of $5,000,000 and (ii) the Borrower shall not be entitled to make any such termination or reduction that would reduce the Total Revolving Commitment to an amount less than the sum of the aggregate outstanding principal amount of the Revolving Credit Loans plus the aggregate outstanding principal amount of the Swingline Loans plus the then current L/C Exposure. Each notice delivered by the Borrower pursuant to this Section 2.14(b) shall be irrevocable; provided that a notice of termination of the Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case, such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. (c) Except as otherwise set forth herein, each reduction in the Total Revolving Commitment hereunder shall be made ratably among the Lenders in accordance with their respective Revolving Commitments. The Borrower shall pay to the Administrative Agent for the account of the Revolving Lenders on the date of each termination or reduction in the Total Revolving Commitment, the Facility Fees on the amount of the Total Revolving Commitment so terminated or reduced accrued to the date of such termination or reduction. (d) If the Total Revolving Commitment is less than $1,100,000,000 at any time (excluding any Incremental Facilities incurred under Section 2.28) and the Borrower wishes to increase the aggregate Revolving Commitments at any time when no Default or Event of Default has occurred and is continuing, it shall notify the Administrative Agent in writing of the amount (the “Offered Increase Amount”) of such proposed increase (such notice, a “Commitment Increase Notice”), and the Administrative Agent shall notify each Lender of such proposed increase and provide such additional information regarding such proposed increase as any Lender may reasonably request. The Borrower may, at its election, (i) offer one or more of the Lenders the opportunity to participate in all or a portion of the Offered Increase Amount pursuant to paragraph (f) below and/or (ii) with the consent of the Administrative Agent (which consent shall not be unreasonably withheld), offer one or more additional banks, financial institutions or other entities the opportunity to participate in all or a portion of the Offered Increase Amount pursuant to paragraph (e) below. Each Commitment Increase Notice shall specify which Lenders and/or banks, financial institutions or other entities the Borrower desires to participate in such Commitment increase. The Borrower or, if requested by the Borrower, the Administrative Agent, will notify such Lenders and/or banks, financial institutions or other entities of such offer. (e) Any Eligible Assignee which the Borrower selects to offer participation in the increased Revolving Commitments and which elects to become a party to this Agreement and provide a Revolving Commitment in an amount so offered and accepted by it pursuant to Section 2.14(d)(ii) shall execute a New Revolving Lender Supplement with the Borrower and the Administrative Agent, substantially in the form of Exhibit G-1, whereupon such bank, financial institution or other Person (herein called a “New Lender”) shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and Schedule 2.1 shall be deemed to be amended to add the name and Revolving Commitment of such New Lender, provided that the Revolving Commitment of any such new Lender shall be in an amount not less than $5,000,000. (f) Any Revolving Lender which accepts an offer to it by the Borrower to increase its Revolving Commitment pursuant to Section 2.14(d)(i) shall, in each case, execute a Commitment Increase Supplement with the Borrower and the Administrative Agent, substantially in the form of Exhibit H, whereupon such Lender shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Revolving Commitment as so increased, and Schedule 2.1 shall be deemed to be amended to so increase the Revolving Commitment of such Lender. (g) Notwithstanding anything to the contrary in this Section 2.14, (i) in no event shall any transaction effected pursuant to this Section 2.14 cause the Total Revolving Commitment to exceed $1,100,000,000 (not including Incremental Term Loans and Revolving Commitment Increases) and (ii) no Lender shall have any obligation to increase its Revolving Commitment unless it agrees to do so in its sole discretion.

Termination, Reduction and Increase of Revolving Commitments. (a) The Revolving Commitments of all of the Revolving Lenders shall be automatically terminated on the Maturity Date. (b) Subject to Section 2.15(b), upon at least one Business Day of prior written or telecopy notice to the Administrative Agent (which notice shall have been received not later than 12:00 Noon, New York City time), the Borrower may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Total Revolving Commitment; provided, however, that (i) each partial reduction of the Total Revolving Commitment shall be in an integral multiple of $1,000,000 and in a minimum principal amount of $5,000,000 and (ii) the Borrower shall not be entitled to make any such termination or reduction that would reduce the Total Revolving Commitment to an amount less than the sum of the aggregate outstanding principal amount balance of the Revolving Credit Loans plus the aggregate outstanding principal amount of the Swingline Loans plus the then current L/C ExposureLoans. Each notice delivered by the Borrower pursuant to this Section 2.14(b) shall be irrevocable; provided that a notice of termination of the Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case, such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. (c) Except as otherwise set forth herein, each reduction in the Total Revolving Commitment hereunder shall be made ratably among the Lenders in accordance with their respective Revolving Commitments. The Borrower shall pay to the Administrative Agent for the account of the Revolving Lenders on the date of each termination or reduction in the Total Revolving Commitment, the Facility Fees on the amount of the Total Revolving Commitment so terminated or reduced accrued to the date of such termination or reduction. (d) If the Total Revolving Commitment is less than $1,100,000,000 500,000,000 at any time (excluding any Incremental Facilities incurred under Section 2.28) and the Borrower wishes to increase the aggregate Revolving Commitments at any time when such time, and no Default or Event of Default has occurred and is then continuing, it the Borrower shall notify the Administrative Agent in writing of the amount (the “Offered Increase Amount”) of such proposed increase (such notice, a “Commitment Increase Notice”), and the Administrative Agent shall notify each Lender of such proposed increase and provide such additional information regarding such proposed increase as any Lender may reasonably request. The Borrower may, at its election, (i) offer one or more of the Lenders the opportunity to participate in all or a portion of the Offered Increase Amount pursuant to paragraph (f) below and/or (ii) with the consent of the Administrative Agent (which consent shall not be unreasonably withheld), offer one or more additional banks, financial institutions or other entities the opportunity to participate in all or a portion of the Offered Increase Amount pursuant to paragraph (e) below; provided, that any Lender or bank, financial institution or other entity that is offered the opportunity to participate in all or any portion of the Offered Increase Amount shall be consented to in writing by the Administrative Agent to the extent the Administrative Agent would have a right under this Agreement to consent to an assignment of all or any portion of any Lender’s Revolving Commitment or Loans to such Lender or bank, financial institution or other entity. Each Commitment Increase Notice shall specify which Lenders and/or banks, financial institutions or other entities the Borrower desires to participate in such Total Revolving Commitment increase. The Borrower or, if requested by the Borrower, the Administrative Agent, will notify such Lenders and/or banks, financial institutions or other entities of such offer. (e) Any Eligible Assignee which the Borrower selects to offer participation in the increased Revolving Commitments and which elects to become a party to this Agreement and provide a Revolving Commitment in an amount so offered and accepted by it pursuant to Section 2.14(d)(ii) shall execute a New Revolving Lender Supplement with the Borrower and the Administrative Agent, substantially in the form of Exhibit G-1E, whereupon such bank, financial institution or other Person (herein called a “New Lender”) shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and Schedule 2.1 shall be deemed to be amended to add the name and Revolving Commitment of such New Lender, ; provided that the Revolving Commitment of any such new Lender shall be in an amount not less than $5,000,000. (f) Any Revolving Lender which accepts an offer to it by the Borrower to increase its Revolving Commitment pursuant to Section 2.14(d)(i) shall, in each case, execute a Commitment Increase Supplement with the Borrower and the Administrative Agent, substantially in the form of Exhibit HF, whereupon such Lender shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Revolving Commitment as so increased, and Schedule 2.1 shall be deemed to be amended to so increase the Revolving Commitment of such Lender. (g) Notwithstanding anything to the contrary in this Section 2.14, (i) in no event shall any transaction effected pursuant to this Section 2.14 cause the Total Revolving Commitment to exceed $1,100,000,000 (not including Incremental Term Loans and Revolving Commitment Increases) 500,000,000 and (ii) no Lender shall have any obligation to increase its Revolving Commitment unless it agrees to do so in its sole discretion. (h) Upon each increase in the Revolving Credit Commitments pursuant to Section 2.14(d), each Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the increase in the aggregate Revolving Commitments (each, a “Revolving Commitment Increase Lender”) and, if on the date of such increase there are any Loans outstanding, such Loans shall on or prior to the effectiveness of such increase in the aggregate Revolving Commitments be prepaid from the proceeds of additional Loans made hereunder (reflecting such increase in Revolving Credit Commitments), which prepayment shall be accompanied by accrued interest on the Loans being prepaid and any costs incurred by any Lender in accordance with Section 2.19. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence.

Termination, Reduction and Increase of Revolving Commitments. (a) The Unless previously terminated, the Revolving Commitments of all of shall terminate on the Revolving Lenders shall be automatically terminated on the Maturity Date. (b) Subject to Section 2.15(b), upon at least one Business Day of prior written or telecopy notice to the Administrative Agent (which notice shall have been received not later than 12:00 Noon, New York City time), the Borrower Smith may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Total Traxxxx A Revolving CommitmentCommitments; provided, however, provided that (i) each partial reduction of the Total Tranche A Revolving Commitment Commitments shall be in an amount that is an integral multiple of $1,000,000 and in a minimum principal amount of $5,000,000 and 5,000,000, (ii) the Borrower Smith shall not terminate the Tranche A Revolving Commitments unless xxx Xranche B Revolving Commitments shall be entitled to make any such termination or reduction that would terminated concurrently and Smith shall not reduce the Total Tranche A Revolving Commitment Commitments to an amouxx xxss than the then current aggregate amount less than of the Tranche B Revolving Commitments, and (iii) Smith shall not terminate or reduce the Tranche A Revolving Commitmenxx xx, after giving effect to any concurrent prepayment of the applicable Revolving Loans in accordance with Section 2.09, the sum of the aggregate outstanding principal amount Tranche A Revolving Exposures would exceed the total Tranche A Revolving Commitments. (c) M-I LLC may at any time terminate, or from time to reduce, the Tranche B Revolving Commitments; provided that (i) each reduction of the Tranche B Revolving Credit Commitments shall be in an amount that is an integral multiple of $5,000,000, (ii) M-I LLC may not reduce the Tranche B Revolving Commitments more than once in any period of three (3) months, and (iii) M-I LLC shall not terminate or reduce the Tranche B Revolving Commitments if, after giving effect to any concurrent prepayment of the applicable Revolving Loans plus in accordance with Section 2.09, the sum of the Tranche B Revolving Exposures would exceed the total Tranche B Revolving Commitments. (d) Provided further that no Default or Event of Default has occurred and is continuing, the Borrowers may elect to increase the aggregate outstanding principal amount of the Swingline Loans plus Tranche B Revolving Commitments to an amount not exceeding $200,000,000 (or such greater amount as the Required Lenders may approve in writing); provided that in no event may the aggregate of the Tranche B Revolving Commitments exceed the then current L/C Exposureaggregate of the Tranche A Revolving Commitments. (e) The applicable Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under paragraph (b) or paragraph (c) of this Section, at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. The Borrowers shall notify the Administrative Agent of any election to increase the Revolving Commitments under paragraph (d) of this Section, at least thirty days prior to the effective date of such increases, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the a Borrower pursuant to this Section 2.14(b) shall be irrevocable; provided that a notice of termination of the Revolving Commitments delivered by the a Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case, case such notice may be revoked by the applicable Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. (c) Except as otherwise set forth herein. Any termination or reduction of the Tranche A Revolving Commitments and any termination of the Tranche B Revolving Commitments shall be permanent, each but reductions or increases of the Tranche B Revolving Commitments shall not. Each reduction in and increase of the Total Revolving Commitment hereunder Commitments shall be made ratably among the Lenders in accordance with their respective Revolving Commitments. The Borrower shall pay to the Administrative Agent for the account of the Revolving Lenders on the date of each termination or reduction in the Total Revolving Commitment, the Facility Fees on the amount of the Total Revolving Commitment so terminated or reduced accrued to the date of such termination or reduction. (d) If the Total Revolving Commitment is less than $1,100,000,000 at any time (excluding any Incremental Facilities incurred under Section 2.28) and the Borrower wishes to increase the aggregate Revolving Commitments at any time when no Default or Event of Default has occurred and is continuing, it shall notify the Administrative Agent in writing of the amount (the “Offered Increase Amount”) of such proposed increase (such notice, a “Commitment Increase Notice”), and the Administrative Agent shall notify each Lender of such proposed increase and provide such additional information regarding such proposed increase as any Lender may reasonably request. The Borrower may, at its election, (i) offer one or more of the Lenders the opportunity to participate in all or a portion of the Offered Increase Amount pursuant to paragraph (f) below and/or (ii) with the consent of the Administrative Agent (which consent shall not be unreasonably withheld), offer one or more additional banks, financial institutions or other entities the opportunity to participate in all or a portion of the Offered Increase Amount pursuant to paragraph (e) below. Each Commitment Increase Notice shall specify which Lenders and/or banks, financial institutions or other entities the Borrower desires to participate in such Commitment increase. The Borrower or, if requested by the Borrower, the Administrative Agent, will notify such Lenders and/or banks, financial institutions or other entities of such offer. (e) Any Eligible Assignee which the Borrower selects to offer participation in the increased Revolving Commitments and which elects to become a party to this Agreement and provide a Revolving Commitment in an amount so offered and accepted by it pursuant to Section 2.14(d)(ii) shall execute a New Revolving Lender Supplement with the Borrower and the Administrative Agent, substantially in the form of Exhibit G-1, whereupon such bank, financial institution or other Person (herein called a “New Lender”) shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and Schedule 2.1 shall be deemed to be amended to add the name and Revolving Commitment of such New Lender, provided that the Revolving Commitment of any such new Lender shall be in an amount not less than $5,000,000. (f) Any Revolving Lender which accepts an offer to it by the Borrower to increase its Revolving Commitment pursuant to Section 2.14(d)(i) shall, in each case, execute a Commitment Increase Supplement with the Borrower and the Administrative Agent, substantially in the form of Exhibit H, whereupon such Lender shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Revolving Commitment as so increased, and Schedule 2.1 shall be deemed to be amended to so increase the Revolving Commitment of such Lender. (g) Notwithstanding anything to the contrary in this Section 2.14, (i) in no event shall any transaction effected pursuant to this Section 2.14 cause the Total Revolving Commitment to exceed $1,100,000,000 (not including Incremental Term Loans and Revolving Commitment Increases) and (ii) no Lender shall have any obligation to increase its Revolving Commitment unless it agrees to do so in its sole discretion.

Termination, Reduction and Increase of Revolving Commitments. (a) The Unless previously terminated, the Term Commitments shall terminate upon the earlier of (i) the making of the Term Loans on the Term Loan Funding Date or (ii) March 14, 2006, and the Revolving Commitments (together with the Letter of all Credit Commitment) shall terminate on the last day of the Revolving Lenders shall be automatically terminated on the Maturity DateAvailability Period. (b) Subject to Section 2.15(b), upon at least one Business Day of prior written or telecopy notice to the Administrative Agent (which notice shall have been received not later than 12:00 Noon, New York City time), the The Borrower may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Total Revolving Commitment; providedCommitments, however, provided that (i) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.9, the sum of the Revolving Credit Exposures would exceed the total Revolving Commitments (ii) each partial such reduction of the Total Revolving Commitment Commitments shall be in an amount that is an integral multiple of $1,000,000 and in a minimum principal amount of not less than $5,000,000 3,000,000, and (iiiii) any reduction of the Revolving Commitments to an amount below the LC Commitment shall be automatically reduce the LC Commitment on a dollar for dollar basis. (c) The Borrower shall not be entitled notify the Administrative Agent of any election to make any terminate or reduce the Revolving Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction that would reduce reduction, specifying such election and the Total Revolving Commitment to an amount less than effective date thereof. Promptly following receipt of any notice, the sum Administrative Agent shall advise the Lenders of the aggregate outstanding principal amount of the Revolving Credit Loans plus the aggregate outstanding principal amount of the Swingline Loans plus the then current L/C Exposurecontents thereof. Each notice delivered by the Borrower pursuant to this Section 2.14(b) shall be irrevocable; , provided that a notice of termination of the Revolving Commitments -------- delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case, case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. (c) Except as otherwise set forth herein. Each reduction, and any termination, of the Revolving Commitments shall be permanent and each reduction in of the Total Revolving Commitment hereunder Commitments shall be made ratably among the applicable Lenders in accordance with their respective Revolving Commitments. The Borrower shall pay to the Administrative Agent for the account of the Revolving Lenders on the date of each termination or reduction in the Total Revolving Commitment, the Facility Fees on the amount of the Total Revolving Commitment so terminated or reduced accrued to the date of such termination or reduction. (d) If the Total Revolving Commitment is less than $1,100,000,000 at any time (excluding any Incremental Facilities incurred under Section 2.28) and the Borrower wishes to increase the aggregate Revolving Commitments at any time when no Default or Event of Default has occurred and is continuing, it shall notify the Administrative Agent in writing of the amount (the “Offered Increase Amount”) of such proposed increase (such notice, a “Commitment Increase Notice”), and the Administrative Agent shall notify each Lender of such proposed increase and provide such additional information regarding such proposed increase as any Lender may reasonably request. The Borrower may, at its election, (i) offer one or more of the Lenders the opportunity to participate in all or a portion of the Offered Increase Amount pursuant to paragraph (f) below and/or (ii) with the consent of the Administrative Agent (which consent shall not be unreasonably withheld), offer one or more additional banks, financial institutions or other entities the opportunity to participate in all or a portion of the Offered Increase Amount pursuant to paragraph (e) below. Each Commitment Increase Notice shall specify which Lenders and/or banks, financial institutions or other entities the Borrower desires to participate in such Commitment increase. The Borrower or, if requested by the Borrower, the Administrative Agent, will notify such Lenders and/or banks, financial institutions or other entities of such offer. (e) Any Eligible Assignee which the Borrower selects to offer participation in the increased Revolving Commitments and which elects to become a party to this Agreement and provide a Revolving Commitment in an amount so offered and accepted by it pursuant to Section 2.14(d)(ii) shall execute a New Revolving Lender Supplement with the Borrower and the Administrative Agent, substantially in the form of Exhibit G-1, whereupon such bank, financial institution or other Person (herein called a “New Lender”) shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and Schedule 2.1 shall be deemed to be amended to add the name and Revolving Commitment of such New Lender, provided that the Revolving Commitment of any such new Lender shall be in an amount not less than $5,000,000. (f) Any Revolving Lender which accepts an offer to it by the Borrower to increase its Revolving Commitment pursuant to Section 2.14(d)(i) shall, in each case, execute a Commitment Increase Supplement with the Borrower and the Administrative Agent, substantially in the form of Exhibit H, whereupon such Lender shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Revolving Commitment as so increased, and Schedule 2.1 shall be deemed to be amended to so increase the Revolving Commitment of such Lender. (g) Notwithstanding anything to the contrary in this Section 2.14, (i) in no event shall any transaction effected pursuant to this Section 2.14 cause the Total Revolving Commitment to exceed $1,100,000,000 (not including Incremental Term Loans and Revolving Commitment Increases) and (ii) no Lender shall have any obligation to increase its Revolving Commitment unless it agrees to do so in its sole discretion.

Termination, Reduction and Increase of Revolving Commitments. (a) The Revolving Commitments of all of the Revolving Lenders shall be automatically terminated on the Maturity Date. (b) Subject to Section 2.15(b), upon at least one Business Day of prior written or telecopy notice to the Administrative Agent (which notice shall have been received not later than 12:00 Noon, New York City time), the Borrower may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Total Revolving Commitment; provided, however, that (i) each partial reduction of the Total Revolving Commitment shall be in an integral multiple of $1,000,000 and in a minimum principal amount of $5,000,000 and (ii) the Borrower shall not be entitled to make any such termination or reduction that would reduce the Total Revolving Commitment to an amount less than the sum of the aggregate outstanding principal amount of the Revolving Credit Loans plus the aggregate outstanding principal amount of the Swingline Loans plus the then current L/C Exposure. Each notice delivered by the Borrower pursuant to this Section 2.14(b) shall be irrevocable; provided that a notice of termination of the Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case, such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. (c) Except as otherwise set forth herein, each reduction in the Total Revolving Commitment hereunder shall be made ratably among the Lenders in accordance with their respective Revolving Commitments. The Borrower shall pay to the Administrative Agent for the account of the Revolving Lenders on the date of each termination or reduction in the Total Revolving Commitment, the Facility Fees on the amount of the Total Revolving Commitment so terminated or reduced accrued to the date of such termination or reduction. (d) If the Total Revolving Commitment Commitment, plus the aggregate outstanding principal amount of Incremental Term Loans, if any, is less than $1,100,000,000 1,500,000,000 at any time (excluding any Incremental Facilities incurred under Section 2.28) and the Borrower wishes to increase the aggregate Revolving Commitments at any time when such time, and no Default or Event of Default has occurred and is then continuing, it the Borrower shall notify the Administrative Agent in writing of the amount (the “Offered Increase Amount”) of such proposed increase (such notice, a “Commitment Increase Notice”), and the Administrative Agent shall notify each Revolving Lender of such proposed increase and provide such additional information regarding such proposed increase as any Revolving Lender may reasonably request. The Borrower may, at its election, (i) offer one or more of the Revolving Lenders the opportunity to participate in all or a portion of the Offered Increase Amount pursuant to paragraph (f) below and/or (ii) with the consent of the Administrative Agent (which consent shall not be unreasonably withheld), offer one or more additional banks, financial institutions or other entities the opportunity to participate in all or a portion of the Offered Increase Amount pursuant to paragraph (e) below; provided, that any Revolving Lender or bank, financial institution or other entity that is offered the opportunity to participate in all or any portion of the Offered Increase Amount shall be consented to in writing by the Administrative Agent to extent the Administrative Agent would have a right under this Agreement to consent to an assignment of all or any portion of any Revolving Lender’s Revolving Commitment or Revolving Credit Loans to such Revolving Lender or bank, financial institution or other entity. Each Commitment Increase Notice shall specify which Lenders and/or banks, financial institutions or other entities the Borrower desires to participate in such Total Revolving Commitment increase. The Borrower or, if requested by the Borrower, the Administrative Agent, will notify such Lenders and/or banks, financial institutions or other entities of such offer. (e) Any Eligible Assignee which the Borrower selects to offer participation in the increased Revolving Commitments and which elects to become a party to this Agreement and provide a Revolving Commitment in an amount so offered and accepted by it pursuant to Section 2.14(d)(ii) shall execute a New Revolving Lender Supplement with the Borrower and the Administrative Agent, substantially in the form of Exhibit G-1, whereupon such bank, financial institution or other Person (herein called a “New Lender”) shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and Schedule 2.1 shall be deemed to be amended to add the name and Revolving Commitment of such New Lender, ; provided that the Revolving Commitment of any such new Lender shall be in an amount not less than $5,000,000. (f) Any Revolving Lender which accepts an offer to it by the Borrower to increase its Revolving Commitment pursuant to Section 2.14(d)(i) shall, in each case, execute a Commitment Increase Supplement with the Borrower and the Administrative Agent, substantially in the form of Exhibit H, whereupon such Revolving Lender shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Revolving Commitment as so increased, and Schedule 2.1 shall be deemed to be amended to so increase the Revolving Commitment of such Revolving Lender. (g) Notwithstanding anything to the contrary in this Section 2.14, (i) in no event shall any transaction effected pursuant to this Section 2.14 cause the sum of (x) the Total Revolving Commitment and (y) the aggregate outstanding principal amount of the Incremental Term Loans, if any, to exceed $1,100,000,000 (not including Incremental Term Loans and Revolving Commitment Increases) 1,500,000,000 and (ii) no Revolving Lender shall have any obligation to increase its Revolving Commitment unless it agrees to do so in its sole discretion. (h) Upon each increase in the Revolving Credit Commitments pursuant to Section 2.14 (d), each Revolving Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the increase in the aggregate Revolving Commitments (each, a “Revolving Commitment Increase Lender”), and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Lender’s participations hereunder in outstanding Letters of Credit and Swingline Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (i) participations hereunder in Letters of Credit and (ii) participations hereunder in Swingline Loans held by each Revolving Lender (including each such Revolving Commitment Increase Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Revolving Lenders represented by such Revolving Lender’s Revolving Credit Commitment and (b) if, on the date of such increase, there are any Revolving Credit Loans outstanding, such Revolving Credit Loans shall on or prior to the effectiveness of such increase in the aggregate Revolving Commitments be prepaid from the proceeds of additional Revolving Credit Loans made hereunder (reflecting such increase in Revolving Credit Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 2.17(g). The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence.

Termination, Reduction and Increase of Revolving Commitments. (a) The Unless previously terminated, the Revolving Commitments of all of shall terminate on the Revolving Lenders shall be automatically terminated on the Maturity Date. (b) Subject to Section 2.15(b)On each date below, upon at least one Business Day of prior written or telecopy notice the Revolving Commitments shall be automatically reduced by an amount equal to the Administrative Agent sum of (which notice shall have been received not later than 12:00 Noon1) the product of (i) the total of the Revolving Commitments as of March 30, New York City time)2004 multiplied by (ii) the percentage set forth below adjacent to such date, plus (2) the Revolver Reduction Amount: (c) The Borrower may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Total Revolving Commitment; providedCommitments, however, provided that (i) each partial reduction the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Total Revolving Commitment Loans in accordance with Section 2.7, the sum of the Revolving Credit Exposures would exceed the total Revolving Commitments, and (ii) each such reduction shall be in an amount that is an integral multiple of $1,000,000 and in a minimum principal amount of not less than $5,000,000 and 5,000,000. (iid) the The Borrower shall not be entitled notify the Administrative Agent of any election to make any terminate or reduce the Revolving Commitments under paragraph (c) of this Section at least three Business Days prior to the effective date of such termination or reduction that would reduce reduction, specifying such election and the Total Revolving Commitment to an amount less than effective date thereof. Promptly following receipt of any notice, the sum Administrative Agent shall advise the Lenders of the aggregate outstanding principal amount of the Revolving Credit Loans plus the aggregate outstanding principal amount of the Swingline Loans plus the then current L/C Exposurecontents thereof. Each notice delivered by the Borrower pursuant to this Section 2.14(b) shall be irrevocable; , provided that a notice of termination of the Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case, case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. (c) Except as otherwise set forth herein. Each reduction, and any termination, of the Revolving Commitments shall be permanent, and each such reduction in the Total Revolving Commitment hereunder shall be made ratably among the applicable Lenders in accordance with their respective Revolving Commitments. The Borrower shall pay . (e) In addition to the Administrative Agent for the account any termination or reduction of the Revolving Lenders on the date Commitments under paragraphs (a), (b) and (c) of each termination or reduction in the Total Revolving Commitmentthis Section, the Facility Fees on the amount of the Total Revolving Commitment so terminated or Commitments shall be reduced accrued to the date of such termination or reductionas required under Section 2.7(b). (df) If the Total Revolving Commitment is less than $1,100,000,000 The Borrower may at any time (excluding any Incremental Facilities incurred under Section 2.28) and the Borrower wishes from time to increase the aggregate Revolving Commitments at any time when no Default or Event of Default has occurred and is continuing, it shall notify the Administrative Agent in writing of the amount (the “Offered Increase Amount”) of such proposed increase (such notice, a “Commitment Increase Notice”), and the Administrative Agent shall notify each Lender of such proposed increase and provide such additional information regarding such proposed increase as any Lender may reasonably request. The Borrower maytime, at its electionsole cost, (i) offer expense and effort, request any one or more of the Lenders to increase its Revolving Commitment (the opportunity decision to participate in all increase the Revolving Commitment of a Lender to be within the sole and absolute discretion of such Lender), or a portion of the Offered Increase Amount pursuant any other Person reasonably satisfactory to paragraph (f) below and/or (ii) with the consent of the Administrative Agent (which consent shall not be unreasonably withheld)and the Issuing Bank to provide a new Revolving Commitment, offer one or more additional banks, financial institutions by submitting a Revolving Increase Supplement duly executed by the Borrower and each such Lender or other entities Person, as the opportunity to participate case may be. If such Revolving Increase Supplement is in all or a portion of the Offered Increase Amount pursuant respects reasonably satisfactory to paragraph (e) below. Each Commitment Increase Notice shall specify which Lenders and/or banks, financial institutions or other entities the Borrower desires to participate in such Commitment increase. The Borrower or, if requested by the Borrower, the Administrative Agent, will notify such Lenders and/or banks, financial institutions or other entities of such offer. (e) Any Eligible Assignee which the Borrower selects to offer participation in the increased Revolving Commitments and which elects to become a party to this Agreement and provide a Revolving Commitment in an amount so offered and accepted by it pursuant to Section 2.14(d)(ii) Administrative Agent shall execute such Revolving Increase Supplement and deliver a New Revolving Lender Supplement with copy thereof to the Borrower and each such Lender or other Person, as the case may be. Upon execution and delivery of such Revolving Increase Supplement by the Administrative Agent, substantially (i) in the form case of Exhibit G-1each such Lender, whereupon such bankLender’s Revolving Commitment shall be increased to the amount set forth in such Revolving Increase Supplement, financial institution or (ii) in the case of each such other Person, such other Person (herein called a “New Lender”) shall thereupon become a Lender for all purposes and to the same extent as if originally a party hereto and shall for all purposes of the Loan Documents be bound by and entitled to the benefits of this Agreementdeemed a “Lender” having a Revolving Commitment as set forth in such Revolving Increase Supplement, and Schedule 2.1 shall be deemed to be amended to add (iii) in each case, the name and Revolving Commitment of such New LenderLender or such other Person, provided that as the case may be, shall be as set forth in the applicable Revolving Commitment Increase Supplement; provided, however, that: (A) immediately after giving effect thereto, the sum of any all increases in the aggregate Revolving Commitments plus the aggregate amount of all Additional Term Loan Commitments (less the Restatement Commitments) made, if any, shall not exceed $500,000,000; (B) each such new Lender increase shall be in an amount not less than $5,000,000.50,000,000 or such amount plus an integral multiple of $25,000,000; (fC) Any the Revolving Commitments shall not be increased on more than two occasions; (D) if Revolving Loans would be outstanding immediately after giving effect to each such increase, then simultaneously with such increase (1) each such Lender, each such other Person and each other Lender shall be deemed to have entered into a master assignment and acceptance agreement, in form and substance substantially similar to Exhibit A, pursuant to which accepts an offer each such other Lender shall have assigned to it by the Borrower to increase each such Lender and each such other Person a portion of its Revolving Commitment pursuant Loans necessary to Section 2.14(d)(ireflect proportionately the Revolving Commitments as adjusted in accordance with this subsection (f), and (2) shallin connection with such assignment, in each case, execute a Commitment Increase Supplement with the Borrower such Lender and each such other Person shall pay to the Administrative Agent, substantially in for the form account of Exhibit Hthe other Lenders, whereupon such Lender amount as shall be bound by necessary to appropriately reflect the assignment to it of Revolving Loans, and entitled in connection with such master assignment each such other Lender may treat the assignment of Eurodollar Borrowings as a prepayment of such Eurodollar Borrowings for purposes of Section 3.6; (E) each such other Person shall have delivered to the benefits Administrative Agent and the Borrower all forms, if any, that are required to be delivered by such other Person pursuant to Section 3.7; and (F) the Borrower shall have delivered to the Administrative Agent and each Lender a certificate of a Financial Officer demonstrating pro-forma compliance with the terms of this Agreement with respect to the full amount of its Revolving Commitment as so increased, and Schedule 2.1 shall be deemed to be amended to so increase through the Revolving Commitment of such Lender. (g) Notwithstanding anything to Maturity Date and the contrary in this Section 2.14, (i) in no event shall any transaction effected pursuant to this Section 2.14 cause the Total Revolving Commitment to exceed $1,100,000,000 (not including Incremental Term Loans and Revolving Commitment Increases) and (ii) no Lender Administrative Agent shall have any obligation to increase its Revolving Commitment unless received such certificates, legal opinions and other items as it agrees to do so shall reasonably request in its sole discretionconnection with such increase.

Termination, Reduction and Increase of Revolving Commitments. (a) The Unless previously terminated, the Revolving Commitments of all of shall terminate on the Revolving Lenders shall be automatically terminated on the Maturity Date. (b) Subject to Section 2.15(b), upon at least one Business Day of prior written or telecopy notice to the Administrative Agent (which notice shall have been received not later than 12:00 Noon, New York City time), the Borrower Xxxxx may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Total Tranche A Revolving CommitmentCommitments; provided, however, provided that (i) each partial reduction of the Total Tranche A Revolving Commitment Commitments shall be in an amount that is an integral multiple of $1,000,000 and in a minimum principal amount of $5,000,000 and 5,000,000, (ii) the Borrower Xxxxx shall not terminate the Tranche A Revolving Commitments unless the Tranche B Revolving Commitments shall be entitled to make any such termination or reduction that would terminated concurrently, (iii) Xxxxx shall not reduce the Total Tranche A Revolving Commitment Commitments to an amount less than the then current aggregate amount of the Tranche B Revolving Commitments, and (iv) Xxxxx shall not terminate or reduce the Tranche A Revolving Commitments if, after giving effect to any concurrent prepayment of the applicable Revolving Loans in accordance with Section 2.09, the sum of the aggregate outstanding principal amount Tranche A Revolving Exposures would exceed the total Tranche A Revolving Commitments. (c) M-I LLC may at any time terminate, or from time to time reduce, the Tranche B Revolving Commitments; provided that (i) each reduction of the Tranche B Revolving Credit Commitments shall be in an amount that is an integral multiple of $5,000,000, (ii) M-I LLC may not reduce the Tranche B Revolving Commitments more than once in any period of three (3) months, and (iii) M-I LLC shall not terminate or reduce the Tranche B Revolving Commitments if, after giving effect to any concurrent prepayment of the applicable Revolving Loans plus in accordance with Section 2.09, the sum of the Tranche B Revolving Exposures would exceed the total Tranche B Revolving Commitments. (d) Provided that no Default or Event of Default has occurred and is continuing, the Borrowers may elect to increase the aggregate outstanding principal amount of the Swingline Loans plus Tranche B Revolving Commitments to an amount not exceeding $175,000,000; provided that in no event may the aggregate of the Tranche B Revolving Commitments exceed the then current L/C Exposureaggregate of the Tranche A Revolving Commitments. (e) The applicable Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under paragraph (b) or paragraph (c) of this Section, at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. The Borrowers shall notify the Administrative Agent of any election to increase the Revolving Commitments under paragraph (d) of this Section, at least thirty days prior to the effective date of such increases, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the a Borrower pursuant to this Section 2.14(b) shall be irrevocable; provided that a notice of termination of the Revolving Commitments delivered by the a Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case, case such notice may be revoked by the applicable Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. (c) Except as otherwise set forth herein. Any termination or reduction of the Tranche A Revolving Commitments and any termination of the Tranche B Revolving Commitments shall be permanent, each but reductions or increases of the Tranche B Revolving Commitments shall not. Each reduction in and increase of the Total Revolving Commitment hereunder Commitments shall be made ratably among the Lenders in accordance with their respective Revolving Commitments. The Borrower shall pay to the Administrative Agent for the account of the Revolving Lenders on the date of each termination or reduction in the Total Revolving Commitment, the Facility Fees on the amount of the Total Revolving Commitment so terminated or reduced accrued to the date of such termination or reduction. (d) If the Total Revolving Commitment is less than $1,100,000,000 at any time (excluding any Incremental Facilities incurred under Section 2.28) and the Borrower wishes to increase the aggregate Revolving Commitments at any time when no Default or Event of Default has occurred and is continuing, it shall notify the Administrative Agent in writing of the amount (the “Offered Increase Amount”) of such proposed increase (such notice, a “Commitment Increase Notice”), and the Administrative Agent shall notify each Lender of such proposed increase and provide such additional information regarding such proposed increase as any Lender may reasonably request. The Borrower may, at its election, (i) offer one or more of the Lenders the opportunity to participate in all or a portion of the Offered Increase Amount pursuant to paragraph (f) below and/or (ii) with the consent of the Administrative Agent (which consent shall not be unreasonably withheld), offer one or more additional banks, financial institutions or other entities the opportunity to participate in all or a portion of the Offered Increase Amount pursuant to paragraph (e) below. Each Commitment Increase Notice shall specify which Lenders and/or banks, financial institutions or other entities the Borrower desires to participate in such Commitment increase. The Borrower or, if requested by the Borrower, the Administrative Agent, will notify such Lenders and/or banks, financial institutions or other entities of such offer. (e) Any Eligible Assignee which the Borrower selects to offer participation in the increased Revolving Commitments and which elects to become a party to this Agreement and provide a Revolving Commitment in an amount so offered and accepted by it pursuant to Section 2.14(d)(ii) shall execute a New Revolving Lender Supplement with the Borrower and the Administrative Agent, substantially in the form of Exhibit G-1, whereupon such bank, financial institution or other Person (herein called a “New Lender”) shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and Schedule 2.1 shall be deemed to be amended to add the name and Revolving Commitment of such New Lender, provided that the Revolving Commitment of any such new Lender shall be in an amount not less than $5,000,000. (f) Any Revolving Lender which accepts an offer to it by the Borrower to increase its Revolving Commitment pursuant to Section 2.14(d)(i) shall, in each case, execute a Commitment Increase Supplement with the Borrower and the Administrative Agent, substantially in the form of Exhibit H, whereupon such Lender shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Revolving Commitment as so increased, and Schedule 2.1 shall be deemed to be amended to so increase the Revolving Commitment of such Lender. (g) Notwithstanding anything to the contrary in this Section 2.14, (i) in no event shall any transaction effected pursuant to this Section 2.14 cause the Total Revolving Commitment to exceed $1,100,000,000 (not including Incremental Term Loans and Revolving Commitment Increases) and (ii) no Lender shall have any obligation to increase its Revolving Commitment unless it agrees to do so in its sole discretion.

Termination, Reduction and Increase of Revolving Commitments. (a) The Revolving Commitments of all of the Revolving Lenders shall be automatically terminated on the Maturity Date. (b) Subject to Section 2.15(b), upon at least one Business Day of prior written or telecopy notice to the Administrative Agent (which notice shall have been received not later than 12:00 Noon, New York City time), the Borrower may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Total Revolving Commitment; provided, however, that (i) each partial reduction of the Total Revolving Commitment shall be in an integral multiple of $1,000,000 and in a minimum principal amount of $5,000,000 and (ii) the Borrower shall not be entitled to make any such termination or reduction that would reduce the Total Revolving Commitment to an amount less than the sum of the aggregate outstanding principal amount of the Revolving Credit Loans plus the aggregate outstanding principal amount of the Swingline Loans plus the then current L/C Exposure. Each notice delivered by the Borrower pursuant to this Section 2.14(b) shall be irrevocable; provided that a notice of termination of the Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case, such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. (c) Except as otherwise set forth herein, each reduction in the Total Revolving Commitment hereunder shall be made ratably among the Lenders in accordance with their respective Revolving Commitments. The Borrower shall pay to the Administrative Agent for the account of the Revolving Lenders on the date of each termination or reduction in the Total Revolving Commitment, the Facility Fees on the amount of the Total Revolving Commitment so terminated or reduced accrued to the date of such termination or reduction. (d) If the Total Revolving Commitment Commitment, plus the aggregate outstanding principal amount of Incremental Term Loans, if any, is less than $1,100,000,000 2,000,000,000 at any time (excluding any Incremental Facilities incurred under Section 2.28) and the Borrower wishes to increase the aggregate Revolving Commitments at any time when such time, and no Default or Event of Default has occurred and is then continuing, it the Borrower shall notify the Administrative Agent in writing of the amount (the “Offered Increase Amount”) of such proposed increase (such notice, a “Commitment Increase Notice”), and the Administrative Agent shall notify each Revolving Lender of such proposed increase and provide such additional information regarding such proposed increase as any Revolving Lender may reasonably request. The Borrower may, at its election, (i) offer one or more of the Revolving Lenders the opportunity to participate in all or a portion of the Offered Increase Amount pursuant to paragraph (f) below and/or (ii) with the consent of the Administrative Agent (which consent shall not be unreasonably withheld), offer one or more additional banks, financial institutions or other entities the opportunity to participate in all or a portion of the Offered Increase Amount pursuant to paragraph (e) below; provided, that any Revolving Lender or bank, financial institution or other entity that is offered the opportunity to participate in all or any portion of the Offered Increase Amount shall be consented to in writing by the Administrative Agent to the extent the Administrative Agent would have a right under this Agreement to consent to an assignment of all or any portion of any Revolving Lender’s Revolving Commitment or Revolving Credit Loans to such Revolving Lender or bank, financial institution or other entity. Each Commitment Increase Notice shall specify which Lenders and/or banks, financial institutions or other entities the Borrower desires to participate in such Total Revolving Commitment increase. The Borrower or, if requested by the Borrower, the Administrative Agent, will notify such Lenders and/or banks, financial institutions or other entities of such offer. (e) Any Eligible Assignee which the Borrower selects to offer participation in the increased Revolving Commitments and which elects to become a party to this Agreement and provide a Revolving Commitment in an amount so offered and accepted by it pursuant to Section 2.14(d)(ii) shall execute a New Revolving Lender Supplement with the Borrower and the Administrative Agent, substantially in the form of Exhibit G-1, whereupon such bank, financial institution or other Person (herein called a “New Lender”) shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and Schedule 2.1 shall be deemed to be amended to add the name and Revolving Commitment of such New Lender, ; provided that the Revolving Commitment of any such new Lender shall be in an amount not less than $5,000,000. (f) Any Revolving Lender which accepts an offer to it by the Borrower to increase its Revolving Commitment pursuant to Section 2.14(d)(i) shall, in each case, execute a Commitment Increase Supplement with the Borrower and the Administrative Agent, substantially in the form of Exhibit H, whereupon such Revolving Lender shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Revolving Commitment as so increased, and Schedule 2.1 shall be deemed to be amended to so increase the Revolving Commitment of such Revolving Lender. (g) Notwithstanding anything to the contrary in this Section 2.14, (i) in no event shall any transaction effected pursuant to this Section 2.14 cause the sum of (x) the Total Revolving Commitment and (y) the aggregate outstanding principal amount of the Incremental Term Loans, if any, to exceed $1,100,000,000 (not including Incremental Term Loans and Revolving Commitment Increases) 2,000,000,000 and (ii) no Revolving Lender shall have any obligation to increase its Revolving Commitment unless it agrees to do so in its sole discretion. (h) Upon each increase in the Revolving Credit Commitments pursuant to Section 2.14(d), each Revolving Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the increase in the aggregate Revolving Commitments (each, a “Revolving Commitment Increase Lender”), and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Lender’s participations hereunder in outstanding Letters of Credit such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding participations hereunder in Letters of Credit held by each Revolving Lender (including each such Revolving Commitment Increase Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Revolving Lenders represented by such Revolving Lender’s Revolving Credit Commitment and (b) if, on the date of such increase, there are any Revolving Credit Loans outstanding, such Revolving Credit Loans shall on or prior to the effectiveness of such increase in the aggregate Revolving Commitments be prepaid from the proceeds of additional Revolving Credit Loans made hereunder (reflecting such increase in Revolving Credit Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 2.19. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence.

Termination, Reduction and Increase of Revolving Commitments. (a) The Unless previously terminated, all Revolving Commitments of all of the Revolving Lenders shall be automatically terminated terminate on the Maturity Date. (b) Subject to Section 2.15(b), upon at least one Business Day of prior written or telecopy notice to the Administrative Agent (which notice shall have been received not later than 12:00 Noon, New York City time), the The Borrower may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Total Revolving CommitmentCommitments; provided, however, provided that (i) each partial reduction of the Total Revolving Commitment Commitments shall be in an amount that is an integral multiple of $1,000,000 5,000,000 and in a minimum principal amount of not less than $5,000,000 25,000,000 and (ii) the Borrower shall not be entitled terminate or reduce the Revolving Commitments if, after giving effect to make any concurrent prepayment of the Revolving Loans in accordance with Section 2.11, the sum of the Revolving Credit Exposures would exceed the total Revolving Commitments. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under paragraph (b) of this Section at least three (3) Business Days prior to the effective date of such termination or reduction that would reduce (or such shorter period as the Total Revolving Commitment to an amount less than Administrative Agent may reasonably agree), specifying such election and the sum effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the aggregate outstanding principal amount of the Revolving Credit Loans plus the aggregate outstanding principal amount of the Swingline Loans plus the then current L/C Exposurecontents thereof. Each notice delivered by the Borrower pursuant to this Section 2.14(b) shall be irrevocable; provided that a notice of termination of the Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilitiesfacilities or other transactions specified therein, in which case, case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. (c) Except as otherwise set forth herein, each . Any termination or reduction in of the Total Revolving Commitment hereunder Commitments shall be permanent. Each reduction of the Revolving Commitments shall be made ratably among the Lenders in accordance with their respective Revolving Commitments. The Borrower shall pay to the Administrative Agent for the account of the Revolving Lenders on the date of each termination or reduction in the Total Revolving Commitment, the Facility Fees on the amount of the Total Revolving Commitment so terminated or reduced accrued to the date of such termination or reduction. (d) If The Borrower, at its option, may from time to time after the Total Closing Date seek incremental Revolving Commitments and/or enter into one or more tranches of term loans (including term “b” loans) (an “Incremental Term Loan”) not exceeding in the aggregate $375,000,000 for all such Revolving Commitment is increases or Incremental Term Loans after the Closing Date upon at least three (3) Business Days’ prior written notice to the Administrative Agent, which notice shall (i) specify the amount of any such proposed increase (which shall not be less than $1,100,000,000 at any time 25,000,000 (excluding any or such lesser amount to which the Administrative Agent may agree), (ii) specify whether the proposed increase is with respect to Revolving Commitments, an Incremental Facilities incurred under Section 2.28Term Loan or both and (iii) and the Borrower wishes to increase the aggregate Revolving Commitments at any time when certify that no Default or Event of Default has occurred and is continuing, it shall notify the Administrative Agent in writing of the amount (the “Offered Increase Amount”) of such proposed increase (such notice, a “Commitment Increase Notice”), and the Administrative Agent shall notify each Lender of such proposed increase and provide such additional information regarding such proposed increase as any Lender may reasonably request. The Borrower may, at after giving such notice, offer the increase (which may be declined by any Lender in its election, (isole discretion) offer in the total Revolving Commitments and Incremental Term Loan on either a ratable basis to the Lenders or on a non pro-rata basis to one or more of the Lenders the opportunity and/or to participate in all or a portion of the Offered Increase Amount pursuant to paragraph (f) below and/or (ii) with the consent of the Administrative Agent (which consent shall not be unreasonably withheld), offer one or more additional banks, other financial institutions or other entities the opportunity reasonably acceptable to participate in all or a portion of the Offered Increase Amount pursuant to paragraph (e) below. Each Commitment Increase Notice shall specify which Lenders and/or banks, financial institutions or other entities the Borrower desires to participate in such Commitment increase. The Borrower or, if requested by the Borrower, the Administrative Agent, will notify Swingline Lenders and Issuing Banks. No increase in the total Revolving Commitments or the addition of an Incremental Term Loan shall become effective until the existing or new Lenders extending such Lenders and/or banks, financial institutions incremental Revolving Commitment amount or other entities of such offer. (e) Any Eligible Assignee which Incremental Term Loan and the Borrower selects shall have delivered to offer participation the Administrative Agent a document, in form and substance reasonably satisfactory to the increased Revolving Commitments and which elects to become a party to this Agreement and provide a Revolving Commitment in an amount so offered and accepted by it Administrative Agent pursuant to Section 2.14(d)(iiwhich (i) shall execute a New Revolving any such existing Lender Supplement with the Borrower and the Administrative Agent, substantially in the form of Exhibit G-1, whereupon such bank, financial institution or other Person (herein called a “New Lender”) shall become a Lender for all purposes and agrees to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and Schedule 2.1 shall be deemed to be amended to add the name and Revolving Commitment of such New Lender, provided that the Revolving Commitment of any such new Lender shall be in an amount not less than $5,000,000. (f) Any Revolving Lender which accepts an offer to it by the Borrower to increase its Revolving Commitment pursuant to Section 2.14(d)(i) shall, in each case, execute a Commitment Increase Supplement with the Borrower and the Administrative Agent, substantially in the form of Exhibit H, whereupon such Lender shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Revolving Commitment as so increasedincrease or Incremental Term Loan, (ii) any such new Lender agrees to its Revolving Commitment or Incremental Term Loan amount and Schedule 2.1 agrees to assume and accept the obligations and rights of a Lender hereunder, (iii) the Borrower accepts such incremental Revolving Commitments or Incremental Term Loan, (iv) the effective date of any increase in the Revolving Commitments or addition of an Incremental Term Loan and the date of any Incremental Term Loans to be made pursuant thereto is specified and (v) the Borrower certifies that on such date the conditions for a new Loan set forth in Section 4.02 are satisfied. Upon the effectiveness of any increase in the total Revolving Commitments pursuant hereto, (i) each Revolving Lender (new or existing) with a Revolving Commitment shall be deemed to be amended to so increase have accepted an assignment from the existing Lenders with a Revolving Commitment, and the existing Revolving Lenders with a Revolving Commitment shall be deemed to have made an assignment at par to each new or existing Lender accepting a new or increased Revolving Commitment, of such Lender. an interest in each then outstanding Revolving Loan (g) Notwithstanding anything to in each case, on the contrary terms and conditions set forth in this Section 2.14, (i) in no event shall any transaction effected pursuant to this Section 2.14 cause the Total Revolving Commitment to exceed $1,100,000,000 (not including Incremental Term Loans Assignment and Revolving Commitment IncreasesAssumption) and (ii) the LC Exposure and Swingline Exposure of the existing and new Revolving Lenders shall be automatically adjusted such that, after giving effect to such assignments and adjustments, all Revolving Credit Exposure hereunder is held ratably by the Revolving Lenders in proportion to their respective Revolving Commitments. Assignments pursuant to the preceding sentence shall be made in exchange for, and substantially contemporaneously with the payment to the assigning Lenders of, the principal amount assigned plus accrued and unpaid interest and commitment and Letter of Credit fees. Payments received by assigning Lenders pursuant to this Section in respect of the principal amount of any Term Benchmark Loan shall, for purposes of Section 2.16, be deemed prepayments of such Loan. The Borrower shall make any payments under Section 2.16 arising out of the making of the assignments referred to in the two preceding sentences. Any Incremental Term Loan extended pursuant to this Section 2.09(d) shall rank pari passu in right of payment with the Revolving Loans and shall be treated substantially the same as (and in any event no Lender more favorably than) the Revolving Loans, except that (1) such Incremental Term Loans shall have terms with respect to pricing, amortization, and maturity as the Borrower and the applicable Lenders may agree; provided that the final maturity date of such Incremental Term Loans shall not be earlier than the Maturity Date (other than to the extent such Incremental Term Loans take the form of a bridge facility, which, subject to customary conditions, would either be automatically converted into or required to be exchanged for permanent financing which does not provide for an earlier maturity date than the Maturity Date) and (2) any Incremental Term Loans in the form of term “b” loans (such Incremental Term Loans, “Term B Loans”) (x) may include a customary “excess cash flow” mandatory prepayment event, (y) may have customary call-protection, including “soft-call” protection in connection with any repricing transaction and (z) may also, to the extent so provided in the applicable Incremental Term Loan Amendment, specify whether (A) the applicable Lenders shall have any obligation voting rights in respect of the financial covenants under the Loan Documents (it being agreed that if any subsequently incurred Term B Loans shall have such voting rights, all then outstanding Term B Loans shall also have similar voting rights) and (B) any breach of such covenants would result in a default or event of default for such Lenders prior to an acceleration of Revolving Commitments or Loans by the applicable Lenders in accordance with the terms hereof as a result of such breach (it being agreed that if any subsequently incurred Term B Loans shall have such a default, all then outstanding Term B Loans shall also have a similar default). Incremental Term Loans may be made hereunder pursuant to an amendment or restatement (an “Incremental Term Loan Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each new or existing Lender participating in such tranche of Incremental Term Loans, and the Administrative Agent. The effectiveness of any such incremental Revolving Commitments or Incremental Term Loan shall be subject to receipt by the Administrative Agent from the Borrower of such resolutions and certificates (consistent with those delivered pursuant to clauses (b), (e), (f) and (j) of Section 4.01) and other documents as the Administrative Agent may reasonably request. From and after the making of a Revolving Loan pursuant to this Section, such loan shall be deemed a “Revolving Loan” hereunder for all purposes hereof, subject to all the terms and conditions hereof. No consent of any Lender (other than the Lenders agreeing to new or increased Revolving Commitments or the Incremental Term Loans) shall be required for any incremental Revolving Commitment or Incremental Term Loans provided or Loan made pursuant to this Section 2.09(d). Nothing contained in this Section 2.09(d) shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Revolving Commitment unless it agrees Commitments hereunder, or provide Incremental Term Loans, at any time. In connection with any increase of the Revolving Commitments or Incremental Term Loans pursuant to do so this Section 2.09(d), any new Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in the case of any new Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its sole discretionname, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your customer” and Anti-Money Laundering Laws.

Termination, Reduction and Increase of Revolving Commitments. (a) The Revolving Commitments of all of the Revolving Lenders shall be automatically terminated on the Maturity Date. (b) Subject to Section 2.15(b), upon at least one Business Day of prior written or telecopy notice to the Administrative Agent (which notice shall have been received not later than 12:00 Noon, New York City time), the Borrower may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Total Revolving Commitment; provided, however, that (i) each partial reduction of the Total Revolving Commitment shall be in an integral multiple of $1,000,000 and in a minimum principal amount of $5,000,000 and (ii) the Borrower shall not be entitled to make any such termination or reduction that would reduce the Total Revolving Commitment to an amount less than the sum of the aggregate outstanding principal amount of the Revolving Credit Loans plus the aggregate outstanding principal amount of the Swingline Loans plus the then current L/C Exposure. Each notice delivered by the Borrower pursuant to this Section 2.14(b) shall be irrevocable; provided that a notice of termination of the Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case, such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. (c) Except as otherwise set forth herein, each reduction in the Total Revolving Commitment hereunder shall be made ratably among the Lenders in accordance with their respective Revolving Commitments. The Borrower shall pay to the Administrative Agent for the account of the Revolving Lenders on the date of each termination or reduction in the Total Revolving Commitment, the Facility Fees on the amount of the Total Revolving Commitment so terminated or reduced accrued to the date of such termination or reduction. (d) If the Total Revolving Commitment Commitment, plus the aggregate outstanding principal amount of Incremental Term Loans, if any, is less than $1,100,000,000 2,000,000,000 at any time (excluding any Incremental Facilities incurred under Section 2.28) and the Borrower wishes to increase the aggregate Revolving Commitments at any time when such time, and no Default or Event of Default has occurred and is then continuing, it the Borrower shall notify the Administrative Agent in writing of the amount (the “Offered Increase Amount”) of such proposed increase (such notice, a “Commitment Increase Notice”), and the Administrative Agent shall notify each Revolving Lender of such proposed increase and provide such additional information regarding such proposed increase as any Revolving Lender may reasonably request. The Borrower may, at its election, (i) offer one or more of the Revolving Lenders the opportunity to participate in all or a portion of the Offered Increase Amount pursuant to paragraph (f) below and/or (ii) with the consent of the Administrative Agent (which consent shall not be unreasonably withheld), offer one or more additional banks, financial institutions or other entities the opportunity to participate in all or a portion of the Offered Increase Amount pursuant to paragraph (e) below; provided, that any Revolving Lender or bank, financial institution or other entity that is offered the opportunity to participate in all or any portion of the Offered Increase Amount shall be consented to in writing by the Administrative Agent to the extent the Administrative Agent would have a right under this Agreement to consent to an assignment of all or any portion of any Revolving Lender’s Revolving Commitment or Revolving Credit Loans to such Revolving Lender or bank, financial institution or other entity. Each Commitment Increase Notice shall specify which Lenders and/or banks, financial institutions or other entities the Borrower desires to participate in such Total Revolving Commitment increase. The Borrower or, if requested by the Borrower, the Administrative Agent, will notify such Lenders and/or banks, financial institutions or other entities of such offer. (e) Any Eligible Assignee which the Borrower selects to offer participation in the increased Revolving Commitments and which elects to become a party to this Agreement and provide a Revolving Commitment in an amount so offered and accepted by it pursuant to Section 2.14(d)(ii) shall execute a New Revolving Lender Supplement with the Borrower and the Administrative Agent, substantially in the form of Exhibit G-1, whereupon such bank, financial institution or other Person (herein called a “New Lender”) shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and Schedule 2.1 shall be deemed to be amended to add the name and Revolving Commitment of such New Lender, ; provided that the Revolving Commitment of any such new Lender shall be in an amount not less than $5,000,000. (f) Any Revolving Lender which accepts an offer to it by the Borrower to increase its Revolving Commitment pursuant to Section 2.14(d)(i) shall, in each case, execute a Commitment Increase Supplement with the Borrower and the Administrative Agent, substantially in the form of Exhibit H, whereupon such Revolving Lender shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Revolving Commitment as so increased, and Schedule 2.1 shall be deemed to be amended to so increase the Revolving Commitment of such Revolving Lender. (g) Notwithstanding anything to the contrary in this Section 2.14, (i) in no event shall any transaction effected pursuant to this Section 2.14 cause the sum of (x) the Total Revolving Commitment and (y) the aggregate outstanding principal amount of the Incremental Term Loans, if any, to exceed $1,100,000,000 (not including Incremental Term Loans and Revolving Commitment Increases) 2,000,000,000 and (ii) no Revolving Lender shall have any obligation to increase its Revolving Commitment unless it agrees to do so in its sole discretion. (h) Upon each increase in the Revolving Credit Commitments pursuant to Section 2.14(d), each Revolving Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the increase in the aggregate Revolving Commitments (each, a “Revolving Commitment Increase Lender”), and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Lender’s participations hereunder in outstanding Letters of Credit and Swingline Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (i) participations hereunder in Letters of Credit and (ii) participations hereunder in Swingline Loans held by each Revolving Lender (including each such Revolving Commitment Increase Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Revolving Lenders represented by such Revolving Lender’s Revolving Credit Commitment and (b) if, on the date of such increase, there are any Revolving Credit Loans outstanding, such Revolving Credit Loans shall on or prior to the effectiveness of such increase in the aggregate Revolving Commitments be prepaid from the proceeds of additional Revolving Credit Loans made hereunder (reflecting such increase in Revolving Credit Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 2.19. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence.

Termination, Reduction and Increase of Revolving Commitments. (a) The Unless previously terminated, the Revolving Commitments of all of shall terminate on the Revolving Lenders shall be automatically terminated on the Maturity Date. (b) Subject to Section 2.15(b), upon at least one Business Day of prior written or telecopy notice to the Administrative Agent (which notice shall have been received not later than 12:00 Noon, New York City time), the The Borrower may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Total Revolving Commitment; provided, however, provided that (i) each partial reduction of the Total Revolving Commitment Commitments shall be in an amount equal to $1,000,000 or an integral multiple of $1,000,000 and 500,000 in a minimum principal amount of $5,000,000 excess thereof and (ii) the Borrower shall not be entitled to make any such termination terminate or reduction that would reduce the Total Revolving Commitment Commitments if, after giving effect to an amount less than any concurrent prepayment of the Revolving Loans in accordance with Section 2.09, the sum of the aggregate outstanding principal amount Revolving Exposures would exceed the total Revolving Commitments. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under paragraph (b) of this Section, at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the Revolving Credit Loans plus the aggregate outstanding principal amount of the Swingline Loans plus the then current L/C Exposurecontents thereof. Each notice delivered by the Borrower pursuant to this Section 2.14(b) shall be irrevocable; provided that a notice of termination of the Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case, case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. (c) Except as otherwise set forth herein, each . Any termination or reduction in of the Total Revolving Commitment hereunder Commitments shall be permanent. Each reduction of the Revolving Commitments shall be made ratably among the Lenders in accordance with their respective Revolving Commitments. The Borrower shall pay to the Administrative Agent for the account of the Revolving Lenders on the date of each termination or reduction in the Total Revolving Commitment, the Facility Fees on the amount of the Total Revolving Commitment so terminated or reduced accrued to the date of such termination or reduction. (d) If the Total Revolving Commitment is less than $1,100,000,000 at At any time (excluding any Incremental Facilities incurred under Section 2.28) prior to the expiration of the Revolving Availability Period, and the Borrower wishes to increase the aggregate Revolving Commitments at any time when so long as no Default or Event of Default has shall have occurred and which is continuing, it Borrower may elect to increase the aggregate of the Revolving Commitments to an amount not exceeding $60,000,000 minus any reductions in the Revolving Commitments pursuant to Section 2.07(b) hereof, provided that (i) Borrower shall notify give at least fifteen (15) Business Days’ prior written notice of such increase to the Administrative Agent in writing and each existing Lender, (ii) each existing Lender shall have the right (but not the obligation) to subscribe to its pro rata share of the amount (proposed increase in the “Offered Increase Amount”) Revolving Commitments by giving written notice of such proposed increase (such notice, a “Commitment Increase Notice”), election to Borrower and the Administrative Agent shall notify each within ten (10) Business Days after receipt of a notice from the Borrower as above described and only if an existing Lender of does not exercise such proposed increase and provide such additional information regarding such proposed increase as any Lender election may reasonably request. The the Borrower may, at its electionelect to add a new Lender, (i) offer one or more of the Lenders the opportunity to participate in all or a portion of the Offered Increase Amount pursuant to paragraph (f) below and/or (ii) with the consent of the Administrative Agent (which consent shall not be unreasonably withheld), offer one or more additional banks, financial institutions or other entities the opportunity to participate in all or a portion of the Offered Increase Amount pursuant to paragraph (e) below. Each Commitment Increase Notice shall specify which Lenders and/or banks, financial institutions or other entities the Borrower desires to participate in such Commitment increase. The Borrower or, if requested by the Borrower, the Administrative Agent, will notify such Lenders and/or banks, financial institutions or other entities of such offer. (e) Any Eligible Assignee which the Borrower selects to offer participation in the increased Revolving Commitments and which elects to become a party to this Agreement and provide a Revolving Commitment in an amount so offered and accepted by it pursuant to Section 2.14(d)(ii) shall execute a New Revolving Lender Supplement with the Borrower and the Administrative Agent, substantially in the form of Exhibit G-1, whereupon such bank, financial institution or other Person (herein called a “New Lender”) shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and Schedule 2.1 shall be deemed to be amended to add the name and Revolving Commitment of such New Lender, provided that the Revolving Commitment of any such new Lender shall be in an amount not less than $5,000,000. (f) Any Revolving Lender which accepts an offer to it by the Borrower to increase its Revolving Commitment pursuant to Section 2.14(d)(i) shall, in each case, execute a Commitment Increase Supplement with the Borrower and the Administrative Agent, substantially in the form of Exhibit H, whereupon such Lender shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Revolving Commitment as so increased, and Schedule 2.1 shall be deemed to be amended to so increase the Revolving Commitment of such Lender. (g) Notwithstanding anything to the contrary in this Section 2.14, (i) in no event shall any transaction effected pursuant to this Section 2.14 cause the Total Revolving Commitment to exceed $1,100,000,000 (not including Incremental Term Loans and Revolving Commitment Increases) and (iiiii) no Lender shall have any obligation be required to increase its Revolving Commitment unless it agrees shall have expressly agreed to do so such increase in writing (but otherwise, no notice to or consent by any Lender shall be required, notwithstanding anything to the contrary set forth in Section 9.02 hereof), (iv) the addition of new Lenders shall be subject to the terms and provisions of Section 9.04 hereof as if such new Lenders were acquiring an interest in the Loans by assignment from an existing Lenders (to the extent applicable, i.e. required approvals, minimum amounts and the like), (v) Borrower shall execute and deliver such additional or replacement Notes and such other documentation (including evidence of proper authorization) as may be reasonably requested by the Administrative Agent, any new Lender or any Lender which is increasing its sole discretionRevolving Commitment, (vi) no Lender shall have any right to decrease its Revolving Commitment as a result of such increase of the aggregate amount of the Revolving Commitments, (vii) the Administrative Agent shall have no obligation to arrange, find or locate any Lender or new bank or financial institution to participate in any unsubscribed portion of such increase in the aggregate committed amount of the Revolving Commitments, and (viii) such option to increase the Revolving Commitments may only be exercised once. Borrowers shall be required to pay (or to reimburse each applicable Lender for) any breakage costs incurred by any Lender in connection with the need to reallocate existing Loans among the Lenders following any increase in the Revolving Commitments pursuant to this provision. Except as may otherwise be agreed by Borrower and any applicable Lender, Borrower shall not be required to pay any upfront or other fees or expenses to any existing Lenders, new Lenders or the Administrative Agent with respect to any such increase in Revolving Commitments.

Termination, Reduction and Increase of Revolving Commitments. (a) The Unless previously terminated, the Revolving Commitments of all of shall terminate on the Revolving Lenders shall be automatically terminated on the Maturity Date. (b) Subject to Section 2.15(b), upon at least one Business Day of prior written or telecopy notice to the Administrative Agent (which notice shall have been received not later than 12:00 Noon, New York City time), the Borrower Xxxxx may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Total Tranche A Revolving CommitmentCommitments; provided, however, provided that (i) each partial reduction of the Total Tranche A Revolving Commitment Commitments shall be in an amount that is an integral multiple of $1,000,000 and in a minimum principal amount of $5,000,000 and 5,000,000, (ii) the Borrower Xxxxx shall not terminate the Tranche A Revolving Commitments unless the Tranche B Revolving Commitments shall be entitled to make any such termination or reduction that would terminated concurrently and Xxxxx shall not reduce the Total Tranche A Revolving Commitment Commitments to an amount less than the then current aggregate amount of the Tranche B Revolving Commitments, and (iii) Xxxxx shall not terminate or reduce the Tranche A Revolving Commitments if, after giving effect to any concurrent prepayment of the applicable Revolving Loans in accordance with Section 2.09, the sum of the aggregate outstanding principal amount Tranche A Revolving Exposures would exceed the total Tranche A Revolving Commitments. (c) M-I LLC may at any time terminate, or from time to reduce, the Tranche B Revolving Commitments; provided that (i) each reduction of the Tranche B Revolving Credit Commitments shall be in an amount that is an integral multiple of $5,000,000, (ii) M-I LLC may not reduce the Tranche B Revolving Commitments more than once in any period of three (3) months, and (iii) M-I LLC shall not terminate or reduce the Tranche B Revolving Commitments if, after giving effect to any concurrent prepayment of the applicable Revolving Loans plus in accordance with Section 2.09, the sum of the Tranche B Revolving Exposures would exceed the total Tranche B Revolving Commitments. (d) Provided further that no Default or Event of Default has occurred and is continuing, the Borrowers may elect to increase the aggregate outstanding principal amount of the Swingline Loans plus Tranche B Revolving Commitments to an amount not exceeding $175,000,000; provided that in no event may the aggregate of the Tranche B Revolving Commitments exceed the then current L/C Exposureaggregate of the Tranche A Revolving Commitments. (e) The applicable Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under paragraph (b) or paragraph (c) of this Section, at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. The Borrowers shall notify the Administrative Agent of any election to increase the Revolving Commitments under paragraph (d) of this Section, at least thirty days prior to the effective date of such increases, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the a Borrower pursuant to this Section 2.14(b) shall be irrevocable; provided that a notice of termination of the Revolving Commitments delivered by the a Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case, case such notice may be revoked by the applicable Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. (c) Except as otherwise set forth herein. Any termination or reduction of the Tranche A Revolving Commitments and any termination of the Tranche B Revolving Commitments shall be permanent, each but reductions or increases of the Tranche B Revolving Commitments shall not. Each reduction in and increase of the Total Revolving Commitment hereunder Commitments shall be made ratably among the Lenders in accordance with their respective Revolving Commitments. The Borrower shall pay to the Administrative Agent for the account of the Revolving Lenders on the date of each termination or reduction in the Total Revolving Commitment, the Facility Fees on the amount of the Total Revolving Commitment so terminated or reduced accrued to the date of such termination or reduction. (d) If the Total Revolving Commitment is less than $1,100,000,000 at any time (excluding any Incremental Facilities incurred under Section 2.28) and the Borrower wishes to increase the aggregate Revolving Commitments at any time when no Default or Event of Default has occurred and is continuing, it shall notify the Administrative Agent in writing of the amount (the “Offered Increase Amount”) of such proposed increase (such notice, a “Commitment Increase Notice”), and the Administrative Agent shall notify each Lender of such proposed increase and provide such additional information regarding such proposed increase as any Lender may reasonably request. The Borrower may, at its election, (i) offer one or more of the Lenders the opportunity to participate in all or a portion of the Offered Increase Amount pursuant to paragraph (f) below and/or (ii) with the consent of the Administrative Agent (which consent shall not be unreasonably withheld), offer one or more additional banks, financial institutions or other entities the opportunity to participate in all or a portion of the Offered Increase Amount pursuant to paragraph (e) below. Each Commitment Increase Notice shall specify which Lenders and/or banks, financial institutions or other entities the Borrower desires to participate in such Commitment increase. The Borrower or, if requested by the Borrower, the Administrative Agent, will notify such Lenders and/or banks, financial institutions or other entities of such offer. (e) Any Eligible Assignee which the Borrower selects to offer participation in the increased Revolving Commitments and which elects to become a party to this Agreement and provide a Revolving Commitment in an amount so offered and accepted by it pursuant to Section 2.14(d)(ii) shall execute a New Revolving Lender Supplement with the Borrower and the Administrative Agent, substantially in the form of Exhibit G-1, whereupon such bank, financial institution or other Person (herein called a “New Lender”) shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and Schedule 2.1 shall be deemed to be amended to add the name and Revolving Commitment of such New Lender, provided that the Revolving Commitment of any such new Lender shall be in an amount not less than $5,000,000. (f) Any Revolving Lender which accepts an offer to it by the Borrower to increase its Revolving Commitment pursuant to Section 2.14(d)(i) shall, in each case, execute a Commitment Increase Supplement with the Borrower and the Administrative Agent, substantially in the form of Exhibit H, whereupon such Lender shall be bound by and entitled to the benefits of this Agreement with respect to the full amount of its Revolving Commitment as so increased, and Schedule 2.1 shall be deemed to be amended to so increase the Revolving Commitment of such Lender. (g) Notwithstanding anything to the contrary in this Section 2.14, (i) in no event shall any transaction effected pursuant to this Section 2.14 cause the Total Revolving Commitment to exceed $1,100,000,000 (not including Incremental Term Loans and Revolving Commitment Increases) and (ii) no Lender shall have any obligation to increase its Revolving Commitment unless it agrees to do so in its sole discretion.