Common use of Voluntary Termination or Reduction of Commitments Clause in Contracts

Voluntary Termination or Reduction of Commitments. (a) Each Borrower may, upon not less than three Business Days' prior notice from the Borrowers' Designee to the Agent, terminate the Commitments, or permanently reduce the Commitments by an aggregate minimum Dollar Equivalent Amount of at least $5,000,000; unless, after giving effect thereto and to any ------ prepayments of any Loans made on the effective date thereof, (a) the Effective Amount of all Revolving Loans, Swingline Loans and L/C Obligations together would exceed the Aggregate Commitment then in effect, or (b) the Effective Amount of all L/C Obligations then outstanding would exceed the L/C Commitment. Once reduced in accordance with this Section 2.9, the Commitments may not be increased. Any reduction of the Commitments shall be applied to each Bank according to its Pro Rata Share. If and to the extent specified by the Borrowers' Designee in the notice to the Agent, some or all of the reduction in the Aggregate Commitment shall be applied to reduce the L/C Commitment and the Swingline Commitment. All accrued facility and letter of credit fees to, but not including, the effective date of any termination of the Commitments shall be paid on the effective date of such termination. The Agent shall promptly forward a copy of any such notice received under this subsection 2.9 (a) to each of the Banks. (b) At no time shall the Swingline Commitment exceed the Aggregate Commitment, and any reduction of the Commitments (under this Section 2.9 or under Section 2.12) which reduces the Aggregate Commitment below the then- current amount of the Swingline Commitment shall result in an automatic corresponding reduction of the Swingline Commitment to the amount of the Aggregate Commitment, as so reduced, without any action on the part of the

Voluntary Termination or Reduction of Commitments. (a) Each Borrower Borrowers may, at any time or from time to time, upon not less than three Business Days' prior irrevocable written notice from the Borrowers' Designee to the AgentAgent provided prior to 11:00 a.m. (California time) on the day of such termination or reduction, terminate the Commitments, or permanently reduce the Commitments Commitments; provided, that such notice may state that it is conditioned upon the consummation of a refinancing or other transaction, in which case such notice may be revoked by an Borrowers (by written notice to the Agent on or prior to the specified prepayment date), subject to Section 4.04, if such condition is not satisfied; provided further, that the aggregate minimum Dollar Equivalent amount of any partial reduction is in a Minimum Amount of at least $5,000,000; unless, after giving effect thereto and to any ------ prepayments of any Revolving Loans made on the effective date thereof, (ai) the Effective Amount of all Revolving Loans, Swingline Loans and L/C Obligations together would exceed the Aggregate Commitment then in effect, or (bii) the Effective Amount of all L/C Obligations then outstanding would exceed the L/C CommitmentCommitment then in effect. Once reduced in accordance with this Section 2.92.05, the Commitments may not be increased. Any reduction of the Commitments shall be applied to each Bank Revolving Lender according to its Pro Rata Proportionate Share. If , and to the extent specified by the Borrowers' Designee in the notice to the Agent, some or all of the each reduction in the Aggregate Commitment Commitments shall be applied to also reduce the L/C Commitment and the Swingline Commitmentin a like amount. All accrued facility commitment and letter of credit fees to, but not including, the effective date of any reduction or termination of the Commitments Commitments, shall be paid on the effective date of such reduction or termination. The Agent shall promptly forward a copy of any such notice received under this subsection 2.9 (a) to each of the Banks. (b) At no time shall the Swingline Commitment exceed the Aggregate Commitment, and any reduction of the Commitments (under this Section 2.9 or under Section 2.12) which reduces the Aggregate Commitment below the then- current amount of the Swingline Commitment shall result in an automatic corresponding reduction of the Swingline Commitment to the amount of the Aggregate Commitment, as so reduced, without any action on the part of the

Voluntary Termination or Reduction of Commitments. (a) Each The Borrower Representative may, upon not less than three Business Days' prior written notice from the Borrowers' Designee to the Administrative Agent, terminate the Commitments, or from time to time permanently reduce the Commitments Commitments; provided that (i) any such notice shall be received by Administrative Agent not later than 11:00 a.m. three (3) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate minimum Dollar Equivalent Amount amount of at least $5,000,000; unless2,500,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrower Representative shall not terminate or reduce the Commitments if, (A) immediately after giving effect thereto and to any ------ concurrent prepayments of any Loans made on hereunder, the effective date thereof, (a) the Effective Amount Revolving Credit Exposure of all Revolving Loans, Swingline Loans and L/C Obligations together Lenders would exceed the Aggregate Commitment then lesser of (x) the aggregate amount of the Commitments of the Lenders and (y) the Borrowing Base, in effect, each case in effect at such time or (bB) the Effective Amount aggregate amount of all L/C Obligations then outstanding the Commitments of the Lenders would exceed the L/C Commitment. Once reduced in accordance be less than $10,000,000 (unless with respect to this Section 2.9clause (B), the aggregate Commitments may not are reduced to $0) and (iv) if, immediately after giving effect to any reduction of the Commitments, the Letter of Credit Sublimit or Swing Line Sublimit exceeds the amount of the Revolving Credit Facility, such sublimit shall be increasedautomatically reduced by the amount of such excess. Administrative Agent will promptly notify Lenders of any such notice of termination or reduction of the Commitments. Any reduction of the Commitments shall be applied to the Commitment of each Bank Lender according to its Pro Rata Share. If and to the extent specified by the Borrowers' Designee in the notice to the Agent, some or all of the reduction in the Aggregate Commitment shall be applied to reduce the L/C Commitment and the Swingline CommitmentApplicable Percentage. All fees accrued facility and letter of credit fees to, but not including, until the effective date of any termination of the Commitments shall be paid on the effective date of such termination. The Agent shall promptly forward a copy of any such notice received under this subsection 2.9 (a) to each of the Banks. (b) At no time shall the Swingline Commitment exceed the Aggregate Commitment, and any reduction of the Commitments (under this Section 2.9 or under Section 2.12) which reduces the Aggregate Commitment below the then- current amount of the Swingline Commitment shall result in an automatic corresponding reduction of the Swingline Commitment to the amount of the Aggregate Commitment, as so reduced, without any action on the part of the

Voluntary Termination or Reduction of Commitments. (a) Each Borrower The Company may, upon not less than three five Business Days' prior notice from the Borrowers' Designee to the Agent, terminate the Facility A Commitments or the Facility B Commitments, or permanently reduce the Facility A Commitments or Facility B Commitments by an aggregate minimum Dollar Equivalent Amount amount of at least $5,000,0005,000,000 or any multiple of $1,000,000 in excess thereof; unless, after giving effect thereto and to any ------ prepayments of any Loans made on the effective date thereof, (a) the Effective Amount of all Facility A Revolving Loans, Swingline Loans and L/C Obligations together would exceed the Aggregate Commitment amount of the Facility A Commitments then in effect, or (b) the Effective Amount of all Commercial L/C Obligations then outstanding would exceed the Commercial L/C Commitment, (c) the Effective Amount of all Standby L/C Obligations would exceed the Standby L/C Commitment, or (d) the Effective Amount of all Facility B Revolving Loans then outstanding would exceed the Facility B Commitment. Once reduced in accordance with this Section 2.9Section, neither the Facility A Commitments, Facility B Commitments, Commercial L/C Commitments, nor the Standby L/C Commitments may not be increased. Any reduction of the Commitments shall be applied to each Bank according to its respective Pro Rata Share. If and to the extent specified by the Borrowers' Designee in the notice to the Agent, some or all of the Any reduction in the Aggregate Commitment shall be applied to Facility A Commitments will correspondingly reduce the Commercial L/C Commitment Commitment, and any reduction in the Swingline Facility A Commitments below $10,000,000 will correspondingly reduce the Standby L/C Commitment. All accrued facility and letter of credit fees Facility Fees to, but not including, the effective date of any reduction or termination of the Commitments Commitments, shall be paid on the effective date of such reduction or termination. The Agent shall promptly forward a copy of any such notice received under this subsection 2.9 (a) to each of the Banks. (b) At no time shall the Swingline Commitment exceed the Aggregate Commitment, and any reduction of the Commitments (under this Section 2.9 or under Section 2.12) which reduces the Aggregate Commitment below the then- current amount of the Swingline Commitment shall result in an automatic corresponding reduction of the Swingline Commitment to the amount of the Aggregate Commitment, as so reduced, without any action on the part of the

Voluntary Termination or Reduction of Commitments. (a) Each The Borrower may, upon not less than three Business Days' prior notice from the Borrowers' Designee to the Administrative Agent, irrevocably terminate the Aggregate Commitments, or from time to time permanently reduce the Commitments Aggregate Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. (New York City time) five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate minimum Dollar Equivalent Amount amount of at least $5,000,000; unless10,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any ------ concurrent prepayments of any Loans made on the effective date thereofhereunder, (ax) the Effective Amount sum of the aggregate LC Exposure (or the Dollar Equivalent thereof) plus the aggregate outstanding principal amount of the Revolving Advances of all Revolving Loans, Swingline Loans and L/C Obligations together of the Lenders would exceed the Aggregate Commitment then in effect, Commitments or (by) the Effective Amount sum of the aggregate LC Exposure (or the Dollar Equivalent thereof) in respect of Financial Letters of Credit plus the aggregate outstanding principal amount of the Revolving Advances of all L/C Obligations then outstanding of the Lenders would exceed the L/C CommitmentRevolving Facility Sublimit. Once reduced in accordance with this Section 2.9, The Administrative Agent will promptly notify the Commitments may not be increasedLenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Bank Lender according to its Pro Rata ShareApplicable Percentage. If and to the extent specified by the Borrowers' Designee All fees accrued in the notice to the Agent, some or all respect of the reduction in the Aggregate Commitment shall be applied to reduce the L/C Commitment and the Swingline Commitment. All accrued facility and letter of credit fees to, but not including, Commitments until the effective date of any termination or reduction of the Aggregate Commitments shall be paid on the effective date of such termination. The Agent shall promptly forward a copy of any such notice received under this subsection 2.9 (a) to each of the Banks. (b) At no time shall the Swingline Commitment exceed the Aggregate Commitment, and any reduction of the Commitments (under this Section 2.9 termination or under Section 2.12) which reduces the Aggregate Commitment below the then- current amount of the Swingline Commitment shall result in an automatic corresponding reduction of the Swingline Commitment to the amount of the Aggregate Commitmentreduction, as so reduced, without any action on the part of theapplicable.

Voluntary Termination or Reduction of Commitments. (a) Each Borrower may, upon not less than three Upon at least two Business Days' prior written notice from the Borrowers' Designee (or telephonic notice promptly confirmed in writing) to the Agent, terminate Administrative Agent at its Notice Office (which notice the Commitments, or permanently reduce the Commitments by an aggregate minimum Dollar Equivalent Amount of at least $5,000,000; unless, after giving effect thereto and to any ------ prepayments of any Loans made on the effective date thereof, (a) the Effective Amount of all Revolving Loans, Swingline Loans and L/C Obligations together would exceed the Aggregate Commitment then in effect, or (b) the Effective Amount of all L/C Obligations then outstanding would exceed the L/C Commitment. Once reduced in accordance with this Section 2.9, the Commitments may not be increased. Any reduction of the Commitments shall be applied to each Bank according to its Pro Rata Share. If and to the extent specified by the Borrowers' Designee in the notice to the Agent, some or all of the reduction in the Aggregate Commitment shall be applied to reduce the L/C Commitment and the Swingline Commitment. All accrued facility and letter of credit fees to, but not including, the effective date of any termination of the Commitments shall be paid on the effective date of such termination. The Administrative Agent shall promptly forward a copy of any such notice received under this subsection 2.9 (a) transmit to each of the Banks), the Company shall have the right, without premium or penalty, to terminate or partially reduce the Total Unutilized Revolving Credit Commitment, provided that (i) any such termination or partial reduction shall apply to proportionately and permanently reduce the Revolving Credit Commitment of each of the Revolving Banks and (ii) any partial reduction pursuant to this Section 3.02 shall be in the amount of at least $1,000,000 and increments of $1,000,000 in excess thereof. If, following any partial reduction of the Revolving Credit Commitments, the Total Revolving Credit Commitment (as so reduced) shall be less than the Local Currency Sublimit, the Local Currency Sublimit shall be automatically reduced so as to equal the Total Revolving Credit Commitment. (b) At no In the event of certain refusals by a Bank to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Banks as provided in Section 12.12(b), the Company shall have the right, upon five Business Days' prior written notice to the Administrative Agent at its Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Banks), to (i) require such Bank to assign its entire Revolving Credit Commitment and all Loans (other than outstanding Local Currency Loans), Fees and other amounts owing to such Bank to another Bank or Banks (which would agree to provide the consent refused by the assignor Bank) pursuant to subsection 12.04(b), if such other Bank or Banks consent to such assignment, or (ii) terminate the entire Revolving Credit Commitment of such Bank, so long as all Loans (other than outstanding Local Currency Loans), together with accrued and unpaid interest, Fees and all other amounts, owing to such Bank are repaid concurrently with the effectiveness of such termination (other than any outstanding Local Currency Loans, which shall remain with such Bank and be paid when due by the applicable Borrowers) pursuant to Section 4.01(b) and the Company shall pay to the Administrative Agent at such time an amount in cash and/or Cash Equivalents equal to such Bank's Revolving Percentage of the outstanding Letters of Credit (which cash and/or Cash Equivalents shall be held by the Swingline Commitment exceed Administrative Agent as security for the Aggregate Commitmentobligations of the Company hereunder in respect of the outstanding Letters of Credit pursuant to a cash collateral agreement to be entered into in form and substance reasonably satisfactory to the Administrative Agent, which shall permit certain investments in Cash Equivalents reasonably satisfactory to the Administrative Agent until the proceeds are applied to the secured obligations or are released to the Company upon termination of the respective Letter of Credit) (at which time Annex I shall be deemed modified to reflect such changed amounts), and any reduction at such time, such Bank shall no longer constitute a "Bank" for purposes of the Commitments (this Agreement, except with respect to indemnifications under this Section 2.9 or under Section 2.12) which reduces the Aggregate Commitment below the then- current amount of the Swingline Commitment shall result in an automatic corresponding reduction of the Swingline Commitment to the amount of the Aggregate Commitment, as so reducedAgreement and any outstanding Local Currency Loans held by such Bank (including, without any action limitation, Sections 1.10, 1.11, 2.05, 4.04, 12.01 and 12.06), which shall survive as to such repaid Bank on the part of theterms specified herein.

Voluntary Termination or Reduction of Commitments. (a) Each The Borrower may, upon not less than three Business Days' prior notice from the Borrowers' Designee to the Administrative Agent, terminate the Aggregate Revolving Commitments, or from time to time permanently reduce the Commitments Aggregate Revolving Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate minimum Dollar Equivalent Amount amount of at least $5,000,000; unless10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrower shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any ------ concurrent prepayments of any Loans made on hereunder, the effective date thereof, (a) Outstanding Amounts under the Effective Amount of all Aggregate Revolving Loans, Swingline Loans and L/C Obligations together Commitments would exceed the Aggregate Commitment then in effectRevolving Commitments, or and (biv) if, after giving effect to any reduction of the Effective Amount of all L/C Obligations then outstanding would exceed the L/C Commitment. Once reduced in accordance with this Section 2.9Aggregate Revolving Commitments, the Commitments may not Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Commitments, such Sublimit shall be increasedautomatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Revolving Commitments. Any reduction of the Aggregate Revolving Commitments shall be applied to the Revolving Commitment of each Bank Lender according to its Pro Rata Share. If and to the extent specified by the Borrowers' Designee in the notice to the Agent, some or all of the reduction in the Aggregate Commitment shall be applied to reduce the L/C Commitment and the Swingline CommitmentRevolving Percentage. All fees accrued facility and letter of credit fees to, but not including, until the effective date of any termination of the Aggregate Revolving Commitments shall be paid on the effective date of such termination. The Agent shall promptly forward a copy of any such notice received under this subsection 2.9 (a) to each of the Banks. (b) At no time shall the Swingline Commitment exceed the Aggregate Commitment, and any reduction of the Commitments (under this Section 2.9 or under Section 2.12) which reduces the Aggregate Commitment below the then- current amount of the Swingline Commitment shall result in an automatic corresponding reduction of the Swingline Commitment to the amount of the Aggregate Commitment, as so reduced, without any action on the part of the

Voluntary Termination or Reduction of Commitments. (a) Each Borrower may, upon not less than three Upon at least two Business Days' prior written notice from the Borrowers' Designee (or telephonic notice promptly confirmed in writing) to the Agent, terminate Administrative Agent at its Notice Office (which notice the Commitments, or permanently reduce the Commitments by an aggregate minimum Dollar Equivalent Amount of at least $5,000,000; unless, after giving effect thereto and to any ------ prepayments of any Loans made on the effective date thereof, (a) the Effective Amount of all Revolving Loans, Swingline Loans and L/C Obligations together would exceed the Aggregate Commitment then in effect, or (b) the Effective Amount of all L/C Obligations then outstanding would exceed the L/C Commitment. Once reduced in accordance with this Section 2.9, the Commitments may not be increased. Any reduction of the Commitments shall be applied to each Bank according to its Pro Rata Share. If and to the extent specified by the Borrowers' Designee in the notice to the Agent, some or all of the reduction in the Aggregate Commitment shall be applied to reduce the L/C Commitment and the Swingline Commitment. All accrued facility and letter of credit fees to, but not including, the effective date of any termination of the Commitments shall be paid on the effective date of such termination. The Administrative Agent shall promptly forward a copy of any such notice received under this subsection 2.9 (a) transmit to each of the Banks), the Borrower shall have the right, without premium or penalty, to terminate or partially reduce the Total Unutilized Revolving Loan Commitment; PROVIDED, that (x) any such termination or partial reduction shall apply to proportionately and permanently reduce the Revolving Loan Commitment of each of the XX Xxxxx and (y) any partial reduction pursuant to this Section 3.02 shall be in the amount of at least $1,000,000. (b) At no time In the event of certain refusals by a Bank to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Banks as provided in Section 12.12(b), the Borrower shall have the Swingline right, upon five Business Days' prior written notice to the Administrative Agent at its Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Banks), to terminate the entire Revolving Loan Commitment exceed of such Bank, so long as all Loans, together with accrued and unpaid interest, Fees and all other amounts, owing to such Bank are repaid concurrently with the Aggregate Commitmenteffectiveness of such termination pursuant to Section 4.01(b), and any reduction the Borrower shall pay to the Administrative Agent at such time an amount in cash and/or Cash Equivalents equal to such Bank's applicable RL Percentages of the Commitments outstanding Letters of Credit which it has a participation in (which cash and/or Cash Equivalents shall be held by the Administrative Agent as security for the obligations of the Borrower hereunder in respect of such outstanding Letters of Credit pursuant to a cash collateral agreement to be entered into in form and substance reasonably satisfactory to the Administrative Agent, which shall permit certain investments in Cash Equivalents reasonably satisfactory to the Administrative Agent until the proceeds are applied to the secured obligations) (at which time Annex I shall be deemed modified to reflect such changed amounts), and at such time, such Bank shall no longer constitute a "Bank" for purposes of this Agreement, except with respect to indemnifications under this Section 2.9 or under Section 2.12) which reduces the Aggregate Commitment below the then- current amount of the Swingline Commitment shall result in an automatic corresponding reduction of the Swingline Commitment to the amount of the Aggregate Commitment, as so reducedAgreement (including, without any action on the part of thelimitation, Sections 1.10, 1.11, 2.05, 4.04, 12.01 and 12.06), which shall survive as to such repaid Bank.

Voluntary Termination or Reduction of Commitments. (a) Each Any Borrower may, upon not less than three five (5) Business Days' prior notice from the Borrowers' Designee to the Agent, terminate the CommitmentsAggregate Revolving Commitment or the Aggregate L/C Commitment, or permanently reduce the Commitments Aggregate Revolving Commitment or the Aggregate L/C Commitment by an aggregate a minimum Dollar Equivalent Amount amount of at least One Million Dollars ($5,000,0001,000,000) or any multiple of One Million Dollars ($1,000,000) in excess thereof; unless, after giving effect thereto and to any ------ prepayments of any Loans made on the effective date thereof, PROVIDED that no such reduction or termination shall be permitted if (a) with respect to a reduction or termination of the Aggregate Revolving Commitment, the Effective Amount of all Revolving Loans, Swingline Loans and the Effective Amount of L/C Obligations together would exceed the amount of the Aggregate Revolving Commitment then in effect, or (b) with respect to a reduction of the Aggregate L/C Commitment, the Effective Amount of all L/C Obligations then outstanding would exceed the amount of the Aggregate L/C Commitment. Once Commitment then in effect; and, PROVIDED, FURTHER, that once reduced in accordance with this Section 2.92.05, the Commitments Aggregate Revolving Commitment and the Aggregate L/C Commitment may not be increased. Any reduction of the Commitments Aggregate Revolving Commitment or the Aggregate L/C Commitment pursuant to this Section 2.05 shall be applied to each Bank according to its Pro Rata Share. If Bank's Revolving Commitment and to the extent specified by the Borrowers' Designee in the notice to the Agent, some or all of the reduction in the Aggregate Commitment shall be applied to reduce the L/C Commitment, as applicable, in accordance with such Bank's Commitment and the Swingline CommitmentPercentage. All accrued facility commitment and letter of credit fees to, but not including, the effective date of any reduction or termination of the Commitments Aggregate Revolving Commitment or the Aggregate L/C Commitment, as applicable, shall be paid on the effective date of such reduction or termination. The Agent shall promptly forward a copy of any such notice received under this subsection 2.9 (a) to each of the Banks. (b) At no time shall the Swingline Commitment exceed the Aggregate Commitment, and any reduction of the Commitments (under this Section 2.9 or under Section 2.12) which reduces the Aggregate Commitment below the then- current amount of the Swingline Commitment shall result in an automatic corresponding reduction of the Swingline Commitment to the amount of the Aggregate Commitment, as so reduced, without any action on the part of the

Voluntary Termination or Reduction of Commitments. (a) Each Borrower Holdings may, upon not less than three (3) Business Days' ’ prior written notice from the Borrowers' Designee to the Administrative Agent, terminate the Revolving Commitments, or permanently reduce the Commitments by an Revolving Commitments, provided that the aggregate minimum Dollar Equivalent Amount amount of at least $5,000,000any partial reduction is in a Minimum Amount; unless, after giving effect thereto and to any ------ prepayments of any Loans made on the effective date thereof, (ai) the Effective Amount of all Revolving Loans, Swingline Loans and L/C Obligations together would exceed the Aggregate Commitment combined Revolving Commitments of the Revolving Lenders then in effect, or (bii) the Effective Amount of all L/C Obligations then outstanding would exceed the L/C CommitmentCommitment then in effect. Once reduced in accordance with this Section 2.92.05, the Revolving Commitments may not be increasedincreased (except pursuant to Section 2.01(f)). Any reduction of the Revolving Commitments shall be applied to each Bank Revolving Lender according to its Pro Rata Revolving Proportionate Share. If and to the extent specified by the Borrowers' Designee Holdings in the notice to the Administrative Agent, some or all of the reduction in the Aggregate Commitment Revolving Commitments shall be applied to reduce the L/C Commitment and the Swingline Commitment. All accrued facility commitment and letter of credit fees to, but not including, the effective date of any reduction or termination of the Commitments Revolving Commitments, shall be paid on the effective date of such reduction or termination. The Agent shall promptly forward a copy of any such notice received under this subsection 2.9 (a) to each of the Banks. (b) At no time shall the Swingline Commitment exceed the Aggregate Commitmentcombined Revolving Commitments of the Revolving Lenders, and any reduction of the Revolving Commitments (under this Section 2.9 or under Section 2.12) which reduces the Aggregate Commitment combined Revolving Commitments of the Revolving Lenders below the then- then-current amount of the Swingline Commitment shall result in an automatic corresponding reduction of the Swingline Commitment to the amount of the Aggregate Commitmentcombined Revolving Commitments of the Revolving Lenders, as so reduced, without any action on the part of thethe Swingline Lender.

Voluntary Termination or Reduction of Commitments. (a) Each Borrower may, upon not less than three Upon at ------------------------------------------------- least two Business Days' prior written notice from the Borrowers' Designee (or telephonic notice promptly confirmed in writing) to the Agent, terminate Agent at its Notice Office (which notice the Commitments, or permanently reduce the Commitments by an aggregate minimum Dollar Equivalent Amount of at least $5,000,000; unless, after giving effect thereto and to any ------ prepayments of any Loans made on the effective date thereof, (a) the Effective Amount of all Revolving Loans, Swingline Loans and L/C Obligations together would exceed the Aggregate Commitment then in effect, or (b) the Effective Amount of all L/C Obligations then outstanding would exceed the L/C Commitment. Once reduced in accordance with this Section 2.9, the Commitments may not be increased. Any reduction of the Commitments shall be applied to each Bank according to its Pro Rata Share. If and to the extent specified by the Borrowers' Designee in the notice to the Agent, some or all of the reduction in the Aggregate Commitment shall be applied to reduce the L/C Commitment and the Swingline Commitment. All accrued facility and letter of credit fees to, but not including, the effective date of any termination of the Commitments shall be paid on the effective date of such termination. The Agent shall promptly forward a copy of any such notice received under this subsection 2.9 (a) transmit to each of the Banks), the Borrower shall have the right, without premium or penalty, to terminate or partially reduce the unutilized portion of the Total Unutilized Revolving Loan Commitment; provided -------- that (x) any such termination or partial reduction shall apply to proportionately and permanently reduce the Revolving Loan Commitment of each Bank with a Revolving Loan Commitment and (y) any partial reduction pursuant to this Section 3.02 shall be in the amount of at least $500,000. (b) At no time In the event of certain refusals by a Bank to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Banks as provided in Section 12.12(b), the Borrower shall have the Swingline right, upon five Business Days' prior written notice to the Agent at its Notice Office (which notice the Agent shall promptly transmit to each of the Banks), to terminate the entire Revolving Loan Commitment exceed of such Bank, so long as all Loans, together with accrued and unpaid interest, Fees and all other amounts, owing to such Bank are repaid concurrently with the Aggregate Commitmenteffectiveness of such termination pursuant to Section 4.01(b), and any reduction the Borrower shall pay to the Agent at such time an amount in cash and/or Cash Equivalents equal to such Bank's RL Percentage of the Commitments outstanding Letters of Credit which it has a participation in (which cash and/or Cash Equivalents shall be held by the Agent as security for the obligations of the Borrower hereunder in respect of such outstanding Letters of Credit pursuant to a cash collateral agreement to be entered into in form and substance reasonably satisfactory to the Agent, which shall permit certain investments in Cash Equivalents reasonably satisfactory to the Agent until the proceeds are applied to the secured obligations) (at which time Annex I shall be deemed modified to reflect such changed amounts), and at such time, such Bank shall no longer constitute a "Bank" for purposes of this Agreement, except with respect to indemnifications under this Section 2.9 or under Section 2.12) which reduces the Aggregate Commitment below the then- current amount of the Swingline Commitment shall result in an automatic corresponding reduction of the Swingline Commitment to the amount of the Aggregate Commitment, as so reducedAgreement (including, without any action on the part of thelimitation, Sections 1.10, 1.11, 2.05, 4.04, 12.01 and 12.06), which shall survive as to such repaid Bank.

Voluntary Termination or Reduction of Commitments. (a) Each Borrower may, upon not less than three Business Days' prior notice from the Borrowers' Designee to the Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Commitments Aggregate Commitments; provided that (i) any such notice shall be received by Administrative Agent not later than 11:00 a.m. three Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate minimum Dollar Equivalent Amount amount of at least $5,000,000; unless5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any ------ concurrent prepayments of any Loans made on hereunder, the effective date thereof, (a) the Effective Amount of all Revolving Loans, Swingline Loans and L/C Obligations together Total Outstandings would exceed the Aggregate Commitment then in effectCommitments, or and (biv) if, after giving effect to any reduction of the Effective Amount of all L/C Obligations then outstanding would exceed Aggregate Commitments, the L/C CommitmentSublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such L/C Sublimit or Swing Line Sublimit shall be automatically reduced by the amount of such excess. Once reduced In the case of any such notice to terminate the Aggregate Commitments which is made in accordance connection with this Section 2.9a proposed refinancing in full of the Obligations, Borrower shall be permitted to make such termination contingent upon the Commitments may not be increasedconsummation of such refinancing. Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments pursuant to this Section 2.06 shall be applied to the Commitment of each Bank Lender according to its Pro Rata Share. If and to the extent specified by the Borrowers' Designee in the notice to the Agent, some or all of the reduction in the Aggregate Commitment shall be applied to reduce the L/C Commitment and the Swingline CommitmentApplicable Percentage. All fees accrued facility and letter of credit fees to, but not including, until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination. The Agent shall promptly forward a copy of any such notice received under this subsection 2.9 (a) to each of the Banks. (b) At no time shall the Swingline Commitment exceed the Aggregate Commitment, and any reduction of the Commitments (under this Section 2.9 or under Section 2.12) which reduces the Aggregate Commitment below the then- current amount of the Swingline Commitment shall result in an automatic corresponding reduction of the Swingline Commitment to the amount of the Aggregate Commitment, as so reduced, without any action on the part of the

Voluntary Termination or Reduction of Commitments. (a) Each Borrower The ------------------------------------------------- Company may, upon not less than three five Business Days' prior notice from the Borrowers' Designee to the Agent, terminate the CommitmentsCombined Commitment, or permanently reduce the Commitments Combined Commitment by an aggregate minimum Dollar Equivalent Amount amount of at least $5,000,0005,000,000 or any multiple of $500,000 in excess thereof; unless, after giving ------ effect thereto and to any ------ prepayments of any Loans made on the effective date thereof, (a) the Effective Amount of all Revolving Loans, Swingline Loans and L/C Obligations together would exceed the Aggregate amount of the Combined Commitment then in effect, or (b) the Effective Amount of all L/C Obligations then outstanding would exceed the L/C Commitment. Once reduced in accordance with this Section 2.9Section, the Combined Commitments may not be increased. Any reduction of the Commitments Combined Commitment shall be applied to each Bank according to its Pro Rata Share. If and to the extent specified by the Borrowers' Designee Company in the notice to the Agent, some or all of the reduction in the Aggregate Combined Commitment shall be applied to reduce the L/C Commitment and the Swingline Commitment. All accrued facility Commitment Fees and letter of credit fees to, but not including, the effective date of any reduction or termination of the Commitments Combined Commitment, shall be paid on the effective date of such reduction or termination. The Agent shall promptly forward a copy of any such notice received under this subsection 2.9." (c) Clause (a) to each of Section 8.5 of the Banks.Credit Agreement is amended to read in its entirety as follows: (bi) At no time shall Indebtedness incurred pursuant to this Agreement and the Swingline Commitment exceed the Aggregate Commitment, other Loan Documents and any reduction (ii) other Indebtedness of the Commitments Company owed to any Bank individually; provided, that in the case of Indebtedness -------- permitted by the foregoing clause (under this Section 2.9 or under Section 2.12ii) which reduces the Aggregate Commitment below the then- current aggregate principal amount of the Swingline Commitment all such Indebtedness shall result in an automatic corresponding reduction of the Swingline Commitment to the amount of the Aggregate Commitment, as so reduced, without no event exceed $10,000,000 at any action on the part of thetime outstanding."

Voluntary Termination or Reduction of Commitments. (a) Each Borrower The Company may, upon not less than three five Business Days' prior notice from the Borrowers' Designee to the Administrative Agent, terminate the Commitments, or permanently reduce the Commitments by an aggregate minimum Dollar Equivalent Amount amount of at least $5,000,0001,000,000 or any multiple of $500,000 in excess thereof; unless, after giving effect thereto and to any ------ prepayments of any Loans made on the effective date thereof, (a) the Effective Amount of all Revolving Loans, Swingline Loans and L/C Obligations together would exceed the Aggregate Commitment amount of the combined Commitments then in effect, or (b) the Effective Amount of all L/C Obligations then outstanding would exceed the L/C Commitment. Once reduced in accordance with this Section 2.9Section, the Commitments may not be increased. Any reduction of the Commitments shall be applied to each Bank according to its Pro Rata Share. If and to the extent specified by the Borrowers' Designee Company in the notice to the Administrative Agent, some or all of the reduction in the Aggregate Commitment combined Commitments of the Banks shall be applied to reduce the L/C Commitment and the Swingline Commitment. All accrued facility commitment and letter of credit fees to, but not including, the effective date of any reduction or termination of the Commitments Commitments, shall be paid on the effective date of such reduction or termination. The Agent shall promptly forward a copy of any such notice received under this subsection 2.9 (a) to each of the Banks. (b) At no time shall the Swingline Commitment exceed the Aggregate Commitment, and any reduction of the Commitments (under this Section 2.9 or under Section 2.12) Commitment which reduces the Aggregate Commitment below the then- then-current amount of the Swingline Commitment shall result in an automatic corresponding reduction of the Swingline Commitment to the amount of the Aggregate Commitment, as so reduced, without any action on the part of thethe Swingline Bank. At no time shall the Swingline Commitment exceed the Swingline Bank's (in its capacity as a Bank) Pro Rata Share of the Commitment, and any reduction of the Commitment which reduces the Swingline Bank's (in its capacity as a Bank) Pro Rata Share of the Commitment below the then-current amount of the Swingline Commitment shall result in an automatic corresponding reduction of the Swingline Commitment to the amount of the Swingline Bank's (in its capacity as a Bank) Commitment, as so reduced, without any action on the part of the Swingline Bank.

Voluntary Termination or Reduction of Commitments. (av) Each Borrower Holdings may, upon not less than three (3) Business Days' ’ prior written notice from the Borrowers' Designee to the Administrative Agent, terminate the Revolving Commitments, or permanently reduce the Commitments by an Revolving Commitments, provided that the aggregate minimum Dollar Equivalent Amount amount of at least $5,000,000any partial reduction is in a Minimum Amount; unless, after giving effect thereto and to any ------ prepayments of any Loans made on the effective date thereof, (ai) the Effective Amount of all Revolving Loans, Swingline Loans and L/C Obligations together would exceed the Aggregate Commitment combined Revolving Commitments of the Revolving Lenders then in effect, or (bii) the Effective Amount of all L/C Obligations then outstanding would exceed the L/C CommitmentCommitment then in effect. Once reduced in accordance with this Section 2.92.05, the Revolving Commitments may not be increasedincreased (except pursuant to Section 2.01(f)). Any reduction of the Revolving Commitments shall be applied to each Bank Revolving Lender according to its Pro Rata Revolving Proportionate Share. If and to the extent specified by the Borrowers' Designee Holdings in the notice to the Administrative Agent, some or all of the reduction in the Aggregate Commitment Revolving Commitments shall be applied to reduce the L/C Commitment and the Swingline Commitment. All accrued facility commitment and letter of credit fees to, but not including, the effective date of any reduction or termination of the Commitments Revolving Commitments, shall be paid on the effective date of such reduction or termination. The Agent shall promptly forward a copy of any such notice received under this subsection 2.9 (a) to each of the Banks. (b) At no time shall the Swingline Commitment exceed the Aggregate Commitment, and any reduction of the Commitments (under this Section 2.9 or under Section 2.12) which reduces the Aggregate Commitment below the then- current amount of the Swingline Commitment shall result in an automatic corresponding reduction of the Swingline Commitment to the amount of the Aggregate Commitment, as so reduced, without any action on the part of the

Voluntary Termination or Reduction of Commitments. (a) Each The Borrower may, upon not less than three Business Days' prior notice from the Borrowers' Designee to the Administrative Agent, voluntarily terminate the CommitmentsAggregate Commitment, or from time to time permanently reduce the Aggregate Commitment; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three Business Days prior to the date of termination or reduction and shall specify the Class of Commitments by to be terminated or reduced, and (ii) any such partial reduction shall be in an aggregate minimum Dollar Equivalent Amount amount of at least $5,000,00010,000,000 or any whole multiple of $1,000,000 in excess thereof; unlessprovided further that, after giving effect thereto and to any ------ prepayments a notice of any Loans made on the effective date thereof, (a) the Effective Amount termination or reduction of all Revolving Loans, Swingline Loans and L/C Obligations together would exceed the Aggregate Commitment then may state that such notice is conditioned upon the effectiveness of other credit facilities or any incurrence or issuance of debt or equity or the occurrence of any other transaction, in effect, which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or (bprior to the specified effective date) if such condition is not satisfied. The Administrative Agent will promptly notify the Effective Amount Lenders of all L/C Obligations then outstanding would exceed any such notice of voluntary termination or reduction of the L/C Aggregate Commitment. Once reduced in accordance with this Section 2.9, the Commitments may not be increased. Any reduction of the Commitments Aggregate Commitment pursuant to this Section 2.06(a) shall be applied to each Bank the Class or Classes of Commitments specified in the applicable notice according to its each Lender’s Pro Rata Share. If and Share (or, if no such Class or Classes are specified in such notice, ratably to the extent specified by the Borrowers' Designee in the notice to the Agent, some or all each Class of the reduction in the Aggregate Commitment shall be applied to reduce the L/C Commitment and the Swingline CommitmentCommitments). All commitment fees accrued facility and letter of credit fees to, but not including, until the effective date of any termination of the Commitments Aggregate Commitment shall be paid on the effective date of such termination. The Agent shall promptly forward a copy of any such notice received under this subsection 2.9 (a) to each of the Banks. (b) At no time shall the Swingline Commitment exceed the Aggregate Commitment, and any reduction of the Commitments (under this Section 2.9 or under Section 2.12) which reduces the Aggregate Commitment below the then- current amount of the Swingline Commitment shall result in an automatic corresponding reduction of the Swingline Commitment to the amount of the Aggregate Commitment, as so reduced, without any action on the part of the

Voluntary Termination or Reduction of Commitments. (a) (a) Each Borrower The Company may, upon not less than three Business Days' prior notice from the Borrowers' Designee to the Agent, terminate the Commitments, or permanently reduce the Commitments by an Commitments, provided that the aggregate minimum Dollar Equivalent Amount amount of at least $5,000,000any partial reduction is in a Minimum Amount; unless, after giving effect thereto and to any ------ prepayments of any Loans made on the effective date thereof, (a) the Effective Amount then outstanding principal amount of all Revolving Loans, Swingline the Loans and L/C Obligations together would exceed the amount of the Aggregate Commitment then Commitment. A notice of termination of the Commitments delivered by the Company may state that such notice is conditioned upon the effectiveness of other credit facilities, in effect, which case such notice may be revoked by the Company by notice to the Agent on or (b) prior to the Effective Amount of all L/C Obligations then outstanding would exceed the L/C Commitmentspecified date if such condition is not satisfied. Once reduced in accordance with this Section 2.92.08, the Commitments may not be increased. Any reduction of the Commitments shall be applied to each Bank according to its Pro Rata Share. If and to the extent specified by the Borrowers' Designee Company in the notice to the Agent, some or all of the reduction in the Aggregate Commitment shall be applied to reduce the L/C Commitment and the Swingline Commitment. All accrued facility and letter of credit commitment fees to, but not including, the effective date of any reduction or termination of the Commitments Commitments, shall be paid on the effective date of such reduction or termination. The Agent shall promptly forward a copy of any such notice received under this subsection 2.9 (a) to each of the Banks. (b) At no time shall the Swingline Commitment exceed the Aggregate Commitment, and any reduction of the Commitments (under this Section 2.9 or under Section 2.12) which reduces the Aggregate Commitment below the then- then-current amount of the Swingline Commitment shall result in an automatic corresponding reduction of the Swingline Commitment to the amount of the Aggregate Commitment, as so reduced, without any action on the part of thethe Swingline Bank. At no time shall the Swingline Commitment exceed the Commitment of the Swingline Bank, and any reduction of the Commitments which reduces the Commitment of the Swingline Bank below the then-current amount of the Swingline Commitment shall result in an automatic corresponding reduction of the Swingline Commitment to the amount of the Commitment of the Swingline Bank, as so reduced, without any action on the part of the Swingline Bank.

Voluntary Termination or Reduction of Commitments. (a) Each Borrower mayThe Company shall have the right at any time, upon not less than three five Business Days' prior notice from the Borrowers' Designee to the Administrative Agent, to terminate the Commitmentsor, or permanently from time to time, reduce the Commitments by Aggregate Commitment, with any such voluntary reduction being in an aggregate minimum Dollar Equivalent Amount amount equal to the lesser of at least (i) $5,000,000; unless, after giving effect thereto 5,000,000 or a whole multiple of $1,000,000 in excess thereof and to any ------ prepayments of any Loans made on the effective date thereof, (aii) the Effective Amount of all Revolving Loans, Swingline Loans and L/C Obligations together would exceed the Aggregate Commitment then in effect, or (b) the Effective Amount of all L/C Obligations then outstanding would exceed the L/C Commitment. Once reduced in accordance with this Section 2.9, the Commitments may not be increased. Any such termination or reduction of the Commitments shall be applied to each Bank according to its Pro Rata Share. If pro rata among the Lenders and to shall permanently terminate or reduce, as the extent specified by the Borrowers' Designee in the notice to the Agentcase may be, some or all of the reduction in the Aggregate Commitment shall be applied to reduce the L/C Commitment and the Swingline Commitment. All accrued facility and letter of credit fees to, but not including, the effective date of any termination of the Commitments shall be paid on the effective date of such termination. The Agent shall promptly forward a copy of any such notice received under this subsection 2.9 (a) to each of the Banksthen in effect. (b) At no time shall the Swingline Commitment exceed Any termination of the Aggregate Commitment, Commitment pursuant to subsection 4.1(a) shall be accompanied by prepayment in full (together with accrued interest thereon to such date) by the Company of any Loans then outstanding and payment of any other amounts necessary to cause the Payment Obligations with respect to the Loans and the L/C Obligations to be Fully Satisfied. (c) Any reduction of the Commitments (under this Section 2.9 Aggregate Commitment pursuant to subsection 4.1(a) or under Section 2.12) which reduces otherwise shall be accompanied by prepayment by the Company of an amount equal to the excess, if any, of the Aggregate Commitment below the then- current amount Outstanding Extensions of the Swingline Commitment shall result in an automatic corresponding reduction of the Swingline Commitment to Credit over the amount of the Aggregate CommitmentCommitment after giving effect to such reduction and each such reduction shall permanently reduce the Aggregate Commitment then in effect. (d) Any prepayment required pursuant to this subsection 4.1 or otherwise shall be applied, as so reducedfirst, without any action on to the part Loans then outstanding; second, to the reimbursement of theall outstanding Reimbursement Obligations; and, third, to causing the then outstanding Undrawn L/C Obligations to be Fully Secured.

Voluntary Termination or Reduction of Commitments. (a) Each Borrower may, upon not less than three Upon at least two Business Days' prior written notice from the Borrowers' Designee (or telephonic notice promptly confirmed in writing) to the Agent, terminate Administrative Agent at its Notice Office (which notice the Commitments, or permanently reduce the Commitments by an aggregate minimum Dollar Equivalent Amount of at least $5,000,000; unless, after giving effect thereto and to any ------ prepayments of any Loans made on the effective date thereof, (a) the Effective Amount of all Revolving Loans, Swingline Loans and L/C Obligations together would exceed the Aggregate Commitment then in effect, or (b) the Effective Amount of all L/C Obligations then outstanding would exceed the L/C Commitment. Once reduced in accordance with this Section 2.9, the Commitments may not be increased. Any reduction of the Commitments shall be applied to each Bank according to its Pro Rata Share. If and to the extent specified by the Borrowers' Designee in the notice to the Agent, some or all of the reduction in the Aggregate Commitment shall be applied to reduce the L/C Commitment and the Swingline Commitment. All accrued facility and letter of credit fees to, but not including, the effective date of any termination of the Commitments shall be paid on the effective date of such termination. The Administrative Agent shall promptly forward a copy of any such notice received under this subsection 2.9 (a) transmit to each of the Banks), the Borrower shall have the right, without premium or penalty, to terminate or partially reduce the Total Unutilized Revolving Credit Commitment, PROVIDED that (x) any such termination or partial reduction shall apply to proportionately and permanently reduce the Revolving Credit Commitment of each of the Revolving Banks and (y) any partial reduction pursuant to this Section 3.02 shall be in the amount of at least $500,000 and increments of $100,000 in excess thereof. (b) At no In the event of certain refusals by a Bank to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Banks as provided in Section 12.12(b), the Borrower shall have the right, upon five Business Days' prior written notice to the Administrative Agent at its Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Banks), to (i) require such Bank to assign its entire Revolving Credit Commitment and all Loans, Fees and other amounts owing to such Bank to another Bank or Banks (which would agree to provide the consent refused by the assignor Bank) pursuant to subsection 12.04(b), if such other Bank or Banks consent to such assignment, or (ii) terminate the entire Revolving Credit Commitment of such Bank, so long as all Loans, together with accrued and unpaid interest, Fees and all other amounts, owing to such Bank are repaid concurrently with the effectiveness of such termination pursuant to Section 4.01(b) and the Borrower shall pay to the Administrative Agent at such time an amount in cash and/or Cash Equivalents equal to such Bank's Revolving Percentage of the outstanding Letters of Credit (which cash and/or Cash Equivalents shall be held by the Swingline Commitment exceed Administrative Agent as security for the Aggregate Commitmentobligations of the Borrower hereunder in respect of the outstanding Letters of Credit pursuant to a cash collateral agreement to be entered into in form and substance reasonably satisfactory to the Administrative Agent, which shall permit certain investments in Cash Equivalents reasonably satisfactory to the Administrative Agent until the proceeds are applied to the secured obligations or are released to the Borrower upon termination of the respective Letter of Credit) (at which time Annex I shall be deemed modified to reflect such changed amounts), and any reduction at such time, such Bank shall no longer constitute a "Bank" for purposes of the Commitments (this Agreement, except with respect to indemnifications under this Section 2.9 or under Section 2.12) which reduces the Aggregate Commitment below the then- current amount of the Swingline Commitment shall result in an automatic corresponding reduction of the Swingline Commitment to the amount of the Aggregate Commitment, as so reducedAgreement (including, without any action on the part of thelimitation, Sections 1.10, 1.11, 2.05, 4.04, 12.01 and 12.06), which shall survive as to such repaid Bank.

Voluntary Termination or Reduction of Commitments. (a) Each The Revolving Borrower may, upon not less than three Business Days' prior notice from the Borrowers' Designee to the Agent, terminate the Revolving Commitments, or permanently reduce the Revolving Commitments by an aggregate minimum Dollar Equivalent Amount amount of at least $5,000,00010,000,000 or any integral multiple of $1,000,000 in excess thereof; unless, after giving effect thereto and to any ------ prepayments of any Revolving Loans or Swingline Loans made on the effective date thereof, (ai) the Effective Amount then-outstanding principal amount of all Revolving Loans, Bid Loans and Swingline Loans and L/C Obligations together would exceed the Aggregate Commitment amount of the combined Revolving Commitments then in effect, or (bii) the Effective Amount then-outstanding principal amount of all L/C Obligations then outstanding Swingline Loans would exceed the L/C Commitmentamount of the Swingline Commitment then in effect, as adjusted pursuant to the last sentence of this Section 2.08. Once reduced in accordance with this Section 2.9Section, the Revolving Commitments may not be increased. Any reduction of the Revolving Commitments shall be applied to each Bank Bank's Revolving Commitment according to its Pro Rata Share. If and to the extent specified by the Borrowers' Designee in the notice to the Agent, some or all of the reduction in the Aggregate Commitment shall be applied to reduce the L/C Commitment and the Swingline Commitment. All accrued facility and letter of credit fees to, but not including, the effective date of any reduction or termination of the Commitments Revolving Commitments, shall be paid on the effective date of such reduction or termination. The Agent shall promptly forward a copy of any such notice received under this subsection 2.9 (a) to each of the Banks. (b) At no time shall the Swingline Commitment exceed the Aggregate Commitment, combined Revolving Commitments or the Revolving Commitment of the Swingline Bank and any reduction of the Revolving Commitments (under this Section 2.9 or under Section 2.12) the Revolving Commitment of the Swingline Bank which reduces the Aggregate Commitment combined Revolving Commitments or the Swingline Bank's Revolving Commitment, respectively, below the then- then-current amount of the Swingline Commitment shall result in an automatic corresponding reduction of the Swingline Commitment to the amount of the Aggregate combined Revolving Commitments or the Swingline Bank's Revolving Commitment, respectively, as so reduced, without any action on the part of thethe Swingline Bank. At the close of business on the Closing Date, the Term Commitments shall automatically be reduced to zero.

Voluntary Termination or Reduction of Commitments. (a) Each Borrower The Company may, upon not less than three five Business Days' ’ prior notice from the Borrowers' Designee to the Administrative Agent, terminate the Commitments, Aggregate Commitment or permanently reduce the Commitments Aggregate Commitment (pro rata based on the Lenders’ respective Commitment Percentages) by an aggregate minimum Dollar Equivalent Amount amount of at least One Million Five Hundred Thousand Dollars ($5,000,0001,500,000) or any multiple of Five Hundred Thousand Dollars ($500,000) in excess thereof; unlessprovided, that: (i) no such reduction or termination shall be permitted if, after giving effect thereto and to any ------ prepayments of any the Loans made on the effective date thereof, (a) the Effective Amount sum of all the then outstanding principal amount of the Revolving Loans, Swingline the outstanding principal amount of the Swing Line Loans and L/C Obligations together the LC Amount would exceed the Aggregate Commitment then in effect, or ; (bii) the Effective Amount of all L/C Obligations then outstanding would exceed the L/C Commitment. Once that once reduced in accordance with this Section 2.92.5, the Commitments Aggregate Commitment may not be increased; and (iii) if, after giving effect to any reduction of the Aggregate Commitment, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitment, such Sublimit shall be automatically reduced by the amount of such excess. Any reduction of the Commitments shall be applied to each Bank according to its Pro Rata Share. If and to the extent specified by the Borrowers' Designee in the notice to the Agent, some or all of the reduction in the Aggregate Commitment shall be applied to reduce the L/C each Lender’s Commitment and the Swingline Commitmentin accordance with such Lender’s Commitment Percentage. All accrued facility and letter of credit non-use fees to, but not including, including the effective date of any reduction or termination of the Commitments Aggregate Commitment, shall be paid on the effective date of such reduction or termination. The Agent shall promptly forward a copy of any such notice received under this subsection 2.9 (a) to each of the Banks. (b) At no time shall the Swingline Commitment exceed the Aggregate Commitment, and any reduction of the Commitments (under this Section 2.9 or under Section 2.12) which reduces the Aggregate Commitment below the then- current amount of the Swingline Commitment shall result in an automatic corresponding reduction of the Swingline Commitment to the amount of the Aggregate Commitment, as so reduced, without any action on the part of the

Voluntary Termination or Reduction of Commitments. (a) Each Borrower The Company may, upon not less than three Business Days' prior notice from the Borrowers' Designee to the Agent, (a) terminate all (and not less than all) of the Commitments prior to the Closing Date, and (b) from time to time terminate the Term Loan Commitments, the Revolving Loan Commitments or the Swing Line Loan Commitment, or permanently reduce the Term Loan Commitments, the Revolving Loan Commitments or the Swing Line Loan Commitment by an aggregate minimum Dollar Equivalent Amount amount of at least $5,000,0005,000,000 (or $1,000,000 in the case of the Swing Line Loan Commitment) or any multiple of $1,000,000 in excess thereof; unless, after giving effect thereto and to any ------ prepayments of any Revolving Loans and Swing Line Loans made on the effective date thereof, (a) the Effective Amount of all Revolving Loans, Swingline Swing Line Loans and L/C Obligations together would exceed the Aggregate Commitment amount of the Revolving Loan Commitments then in effect, or (b) the Effective Amount of all L/C Obligations then outstanding would exceed the L/C CommitmentCommitment then in effect, or (c) the Effective Amount of the Swing Line Loans would exceed the Swing Line Loan Commitment then in effect. Once terminated or reduced in accordance with this Section 2.9Section, the Commitments may not be increased. Any termination or reduction of the Commitments shall be applied to each Bank Lender according to its Pro Rata Share. If and to the extent specified by the Borrowers' Designee in the notice to the Agent, some or all of the reduction in the Aggregate Commitment shall be applied to reduce the L/C Commitment and the Swingline Commitment. All accrued facility and letter of credit commitment fees to, but not including, including the effective date of any reduction or termination of the Commitments Commitments, shall be paid on the effective date of such reduction or termination. The Agent shall promptly forward a copy of any such notice received under this subsection 2.9 (a) to each of the Banks. (b) At no time shall the Swingline Commitment exceed the Aggregate Commitment, and any reduction of the Commitments (under this Section 2.9 or under Section 2.12) which reduces the Aggregate Commitment below the then- current amount of the Swingline Commitment shall result in an automatic corresponding reduction of the Swingline Commitment to the amount of the Aggregate Commitment, as so reduced, without any action on the part of the

Voluntary Termination or Reduction of Commitments. (a) Each Borrower may, upon not less than three Upon at least two Business Days' prior written notice from the Borrowers' Designee (or telephonic notice promptly confirmed in writing) to the Agent, terminate Administrative Agent at its Notice Office (which notice the Commitments, or permanently reduce the Commitments by an aggregate minimum Dollar Equivalent Amount of at least $5,000,000; unless, after giving effect thereto and to any ------ prepayments of any Loans made on the effective date thereof, (a) the Effective Amount of all Revolving Loans, Swingline Loans and L/C Obligations together would exceed the Aggregate Commitment then in effect, or (b) the Effective Amount of all L/C Obligations then outstanding would exceed the L/C Commitment. Once reduced in accordance with this Section 2.9, the Commitments may not be increased. Any reduction of the Commitments shall be applied to each Bank according to its Pro Rata Share. If and to the extent specified by the Borrowers' Designee in the notice to the Agent, some or all of the reduction in the Aggregate Commitment shall be applied to reduce the L/C Commitment and the Swingline Commitment. All accrued facility and letter of credit fees to, but not including, the effective date of any termination of the Commitments shall be paid on the effective date of such termination. The Administrative Agent shall promptly forward a copy of any such notice received under this subsection 2.9 (a) transmit to each of the Banks), the Borrower shall have the right, without premium or penalty, to terminate or partially reduce the Total Unutilized Revolving Credit Commitment, provided that (x) any such termination or partial reduction shall apply to proportionately and permanently reduce the Revolving Credit Commitment of each of the Revolving Banks and (y) any partial reduction pursuant to this Section 3.02 shall be in the amount of at least $500,000 and increments of $100,000 in excess thereof. (b) At no In the event of certain refusals by a Bank to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Banks as provided in Section 12.12(b), the Borrower shall have the right, upon five Business Days' prior written notice to the Administrative Agent at its Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Banks), to (i) require such Bank to assign its entire Revolving Credit Commitment and all Loans, Fees and other amounts owing to such Bank to another Bank or Banks (which would agree to provide the consent refused by the assignor Bank) pursuant to subsection 12.04(b), if such other Bank or Banks consent to such assignment, or (ii) terminate the entire Revolving Credit Commitment of such Bank, so long as all Loans, together with accrued and unpaid interest, Fees and all other amounts, owing to such Bank are repaid concurrently with the effectiveness of such termination pursuant to Section 4.01(b) and the Borrower shall pay to the Administrative Agent at such time an amount in cash and/or Cash Equivalents equal to such Bank's Revolving Percentage of the outstanding Letters of Credit (which cash and/or Cash Equivalents shall be held by the Swingline Commitment exceed Administrative Agent as security for the Aggregate Commitmentobligations of the Borrower hereunder in respect of the outstanding Letters of Credit pursuant to a cash collateral agreement to be entered into in form and substance reasonably satisfactory to the Administrative Agent, which shall permit certain investments in Cash Equivalents reasonably satisfactory to the Administrative Agent until the proceeds are applied to the secured obligations or are released to the Borrower upon termination of the respective Letter of Credit) (at which time Annex I shall be deemed modified to reflect such changed amounts), and any reduction at such time, such Bank shall no longer constitute a "Bank" for purposes of the Commitments (this Agreement, except with respect to indemnifications under this Section 2.9 or under Section 2.12) which reduces the Aggregate Commitment below the then- current amount of the Swingline Commitment shall result in an automatic corresponding reduction of the Swingline Commitment to the amount of the Aggregate Commitment, as so reducedAgreement (including, without any action on the part of thelimitation, Sections 1.10, 1.11, 2.05, 4.04, 12.01 and 12.06), which shall survive as to such repaid Bank.

Voluntary Termination or Reduction of Commitments. (a) Each Borrower The Company may, upon not less than three five Business Days' prior notice from the Borrowers' Designee to the Administrative Agent, terminate the Commitments, or permanently reduce the Commitments by an aggregate minimum Dollar Equivalent Amount amount of at least $5,000,0005,000,000 or any larger multiple thereof; unless, after giving effect thereto and to any ------ prepayments of any Loans made on the effective date thereof, (a) the Effective Amount of all Revolving Loans, Swingline Loans and L/C Obligations together would exceed the Aggregate Commitment amount of the combined Commitments then in effect, or (b) the Effective Amount of all L/C Obligations then outstanding would exceed the L/C Commitment, or (c) the Effective Amount of all Swingline Loans then outstanding would exceed the Swingline Commitment. Once reduced in accordance with this Section 2.9Section, the Commitments may not be increased. Any reduction of the Commitments shall be applied to each Bank according to its Pro Rata Share. If and to the extent specified by the Borrowers' Designee Company in the notice to the Administrative Agent, some or all of the reduction in the Aggregate Commitment combined Commitments shall be applied to reduce the L/C Commitment and or the Swingline Commitment. All accrued facility and letter ; provided, however, in no event may the L/C Commitment be reduced to an amount less than the then-outstanding amount of credit fees to, but not including, all L/C Obligations or the effective date of any termination Swingline Commitment be reduced to an amount less than the then- outstanding principal balance of the Commitments shall be paid on the effective date of such terminationSwingline Loans. The Agent shall promptly forward a copy of any such notice received under this subsection 2.9 (a) to each of the Banks. (b) At no time shall the L/C Commitment or the Swingline Commitment exceed the Aggregate Commitmentcombined Commitments for all Banks, and any reduction of the combined Commitments (under this Section 2.9 or under Section 2.12) for all Banks which reduces the Aggregate Commitment combined Commitments below the then- then current amount of the L/C Commitment and the Swingline Commitment shall result in an automatic corresponding reduction of the L/C Commitment and the Swingline Commitment Commitment, as the case may be, to the amount of the Aggregate Commitmentcombined Commitments, as so reduced, without any action on the part of thethe Issuing Bank or the Swingline Bank. All accrued commitment fees to, but not including the effective date of any reduction or termination of Commitments, shall be paid on the effective date of such reduction or termination.

Voluntary Termination or Reduction of Commitments. (a) Each Borrower The Borrowers' Representative may, upon not less than three five (5) Business Days' prior notice from the Borrowers' Designee to the U.S. Agent, terminate the Commitments, any Commitment or permanently reduce the Commitments any Commitment by an aggregate minimum Dollar Equivalent Amount amount of at least One Million Dollars ($5,000,0001,000,000) or, to the extent that such Commitment is denominated in Pounds, Five Hundred Thousand Pounds (500,000), or any multiple of One Million Dollars ($1,000,000) or, as appropriate, Five Hundred Thousand Pounds (500,000) in excess thereof; unlessprovided that no such reduction or termination shall be permitted if, after giving effect thereto and to any ------ prepayments of any the Loans made on the effective date thereof, (a) the Effective Amount then outstanding principal amount of the Loans would exceed the amount of the corresponding Commitments then in effect, (b) the aggregate amount of all Revolving Loans, Swingline Overdraft Pound Loans and L/C Obligations together would exceed the Aggregate Commitment aggregate amount of the Revolving Loan Commitments then in effect, or (bc) the Effective Amount aggregate amount of all L/C Obligations then outstanding would exceed the corresponding L/C Commitment. Once Commitments then in effect, or (d) the Overdraft Outstandings would exceed the Overdraft Amount; provided, further, that once reduced in accordance with this Section 2.92.6, the Commitments Commitment so reduced may not be increased. Any reduction of the Commitments Commitment shall be applied to each Bank according to its Pro Rata Share. If and to the extent specified by the Borrowers' Designee Lender's Commitment pro rata in the notice to the Agent, some or all of the reduction in the Aggregate accordance with such Lender's Commitment shall be applied to reduce the L/C Commitment and the Swingline CommitmentPercentage. All accrued facility commitment and letter of credit fees to, but not including, the effective date of any reduction or termination of the Commitments a Commitment, shall be paid on the effective date of such termination. The Agent shall promptly forward a copy reduction or termination of any such notice received under this subsection 2.9 (a) to each request. The U.S. Agent will promptly notify the Lenders and, if applicable, the Issuing Bank and/or the Overdraft Bank of the Banks. (b) At no time shall the Swingline Commitment exceed the Aggregate Commitment, and any reduction of a Commitment by the Commitments (under this Section 2.9 or under Section 2.12) which reduces the Aggregate Commitment below the then- current amount of the Swingline Commitment shall result in an automatic corresponding reduction of the Swingline Commitment to the amount of the Aggregate Commitment, as so reduced, without any action on the part of theBorrowers hereunder.

Voluntary Termination or Reduction of Commitments. (a) Each Borrower The Borrowers may, on January 1, 1998, and thereafter at the end of any Quarter, upon not less than three five Business Days' prior notice from the Borrowers' Designee to the AgentAdministrative Agent (which shall promptly notify each Bank thereof), terminate the Commitments, Aggregate Commitment or permanently reduce the Commitments Aggregate Commitment by an aggregate minimum Dollar Equivalent Amount amount of at least $5,000,00010,000,000 or any integral multiple of $10,000,000 in excess thereof, up to an aggregate maximum amount of $40,000,000; unlessPROVIDED that no such reduction or termination shall be permitted if, after giving effect thereto and to any ------ prepayments of any Loans the Advances or Swing-Line Advances made on the effective date thereof, (a) the Effective Amount then outstanding principal amount of all Revolving LoansAdvances, Swingline Loans Swing-Line Advances and L/C Obligations together Letters of Credit issued and outstanding would exceed the amount of the Aggregate Commitment then in effecteffect and, or (b) the Effective Amount of all L/C Obligations then outstanding would exceed the L/C Commitment. Once PROVIDED, FURTHER, that once reduced in accordance with this Section 2.9Section, the Commitments Aggregate Commitment may not be increasedincreased without the written approval of the Administrative Agent and each Bank. Any reduction of the Commitments shall be applied to each Bank according to its Pro Rata Share. If and to the extent specified by the Borrowers' Designee in the notice to the Agent, some or all of the reduction in the Aggregate Commitment shall be applied to reduce the L/C each Bank's Revolving Commitment and the Swingline Commitmentin accordance with such Bank's Commitment Percentage. All accrued facility interest, and letter of credit all accrued fees described in Section 2.11 hereof, to, but not including, the effective date of any reduction or termination of the Commitments Aggregate Commitment, shall be paid on the effective date of such reduction or termination. The Agent Borrowers shall promptly forward reimburse each Bank and hold each Bank -------------------------------------------------------------------------------- Page 30 -------------------------------------------------------------------------------- harmless from any loss or expense which such Bank may sustain or incur as a copy consequence of any such notice received under this subsection 2.9 (a) to each reduction or termination of the Banks. (b) At no time shall the Swingline Commitment exceed the Aggregate Commitment, and any reduction of the Commitments (under this Section 2.9 or under Section 2.12) which reduces the Aggregate Commitment below which is effective, with respect to a LIBO Rate Advance, on a day that is not the then- current amount last day of the Swingline Commitment shall result in an automatic corresponding reduction of the Swingline Commitment to the amount of the Aggregate CommitmentInterest Period for such LIBO Rate Advance, as so reduced, without any action on the part of theprovided in Section 3.04 below.

Voluntary Termination or Reduction of Commitments. (a) Each Borrower mayThe Company shall have the right at any time, upon not less than three five Business Days' prior notice from the Borrowers' Designee to the Administrative Agent, to terminate the Commitmentsor, or permanently from time to time, reduce the Commitments by Aggregate Commitment, with any such voluntary reduction being in an aggregate minimum Dollar Equivalent Amount amount equal to the lesser of at least (i) $5,000,000; unless, after giving effect thereto 5,000,000 or a whole multiple of $1,000,000 in excess thereof and to any ------ prepayments of any Loans made on the effective date thereof, (aii) the Effective Amount of all Revolving Loans, Swingline Loans and L/C Obligations together would exceed the Aggregate Commitment then in effect, or (b) the Effective Amount of all L/C Obligations then outstanding would exceed the L/C Commitment. Once reduced in accordance with this Section 2.9, the Commitments may not be increased. Any such termination or reduction of shall permanently terminate or reduce, as the Commitments shall be applied to each Bank according to its Pro Rata Share. If and to the extent specified by the Borrowers' Designee in the notice to the Agentcase may be, some or all of the reduction in the Aggregate Commitment shall be applied to reduce the L/C Commitment and the Swingline Commitment. All accrued facility and letter of credit fees to, but not including, the effective date of any termination of the Commitments shall be paid on the effective date of such termination. The Agent shall promptly forward a copy of any such notice received under this subsection 2.9 (a) to each of the Banksthen in effect. (b) At no time shall the Swingline Commitment exceed Any termination of the Aggregate Commitment, Commitment pursuant to subsection 0 shall be accompanied by prepayment in full (together with accrued interest thereon to such date) by the Company of any Loans then outstanding and payment of any other amounts necessary to cause the Payment Obligations with respect to the Loans and the L/C Obligations to be Fully Satisfied. (c) Any reduction of the Commitments (under this Section 2.9 Aggregate Commitment pursuant to subsection 0 or under Section 2.12) which reduces otherwise shall be accompanied by prepayment by the Company of an amount equal to the excess, if any, of the Aggregate Commitment below the then- current amount Outstanding Extensions of the Swingline Commitment shall result in an automatic corresponding reduction of the Swingline Commitment to Credit over the amount of the Aggregate CommitmentCommitment after giving effect to such reduction and each such reduction shall permanently reduce the Aggregate Commitment then in effect. (d) Any prepayment required pursuant to this subsection 4.1 or otherwise shall be applied, as so reducedfirst, without any action on to the part Loans then outstanding; second, to the reimbursement of theall outstanding Reimbursement Obligations; and, third, to causing the then outstanding Undrawn L/C Obligations to be Fully Secured.

Voluntary Termination or Reduction of Commitments. (a) Each Borrower The Company may, upon not less than three 10 Business Days' Days prior notice from the Borrowers' Designee to the Administrative Agent, terminate the Commitments. All accrued commitment and letter of credit fees to, or but not including, the effective date of any termination of the Commitments, shall be paid on the effective date of such termination. (b) The Company may, upon not less than 10 Business Days prior notice to the Administrative Agent, permanently reduce the Commitments Revolving Commitment by an aggregate minimum Dollar Equivalent Amount amount of at least $5,000,0001,000,000 or any multiple of $1,000,000 in excess thereof; unless, after giving effect affect thereto and to any ------ prepayments of any Loans and Cash Collateralizations made on the effective date thereof, (a) the Effective Amount of all Revolving Loans, Swingline Loans and L/C Obligations together Credit Extensions would exceed the Aggregate combined Commitments as the Revolving Commitment then in effectis so reduced, or (b) the Effective Amount of all L/C Obligations then outstanding would exceed the L/C Commitment. Once reduced in accordance with this Section 2.9Section, the Commitments Revolving Commitment may not be increased. Any reduction of the Commitments Revolving Commitment shall be applied to each Bank Lender according to its Pro Rata ShareShare of the Revolving Commitment. If and to the extent specified by the Borrowers' Designee Company in the notice to the Administrative Agent, some or all of the reduction in the Aggregate Revolving Commitment shall be applied to reduce the L/C Commitment and the Swingline Commitment. All accrued facility commitment and letter of credit fees to, but not including, the effective date of any termination reduction of the Commitments Revolving Commitment, shall be paid on the effective date of such terminationreduction. The Agent shall promptly forward a copy of any such notice received under this subsection 2.9 (a) to each of Any voluntary reduction in the Banks. (b) At no time shall the Swingline Commitment exceed the Aggregate Commitment, and any reduction of the Commitments (under this Section 2.9 or under Section 2.12) which reduces the Aggregate Commitment below the then- current amount of the Swingline Revolving Commitment shall result in an automatic corresponding reduction of the Swingline Commitment to the amount of the Aggregate Commitment, as so reduced, without any action become effective on the part date requested by the Company and shall be applied against future Revolver Reduction Amounts as selected by the Company at the time of thesuch reduction.

Voluntary Termination or Reduction of Commitments. (a) Each Borrower The Company may, upon not less than three five Business Days' ’ prior notice from the Borrowers' Designee to the Administrative Agent, terminate the Commitments, or permanently reduce the Commitments by an aggregate minimum Dollar Equivalent Amount amount of at least $5,000,0005,000,000 or any multiple of $1,000,000 in excess thereof; unless, after giving effect thereto and to any ------ prepayments of any Loans made on the effective date thereof, (a) the Effective Amount of all outstanding Revolving Loans, Swingline Swing Line Loans and L/C Obligations together would exceed the amount of the Aggregate Commitment then in effect, or (b) the Effective Amount of all L/C Obligations then outstanding would exceed the L/C CommitmentCommitment or (c) the sum of the Effective Amount of all outstanding Offshore Currency Loans and the Effective Amount of all outstanding Swing Line Loans denominated in Offshore Currencies would exceed the Offshore Currency Loan Sublimit. Once reduced in accordance with this Section 2.9Section, the Commitments may not be increased. Any reduction of the Commitments shall be applied to each Bank Lender according to its Pro Rata Share. If and to the extent specified by the Borrowers' Designee Company in the notice to the Administrative Agent, some or all of the reduction in the Aggregate Commitment shall be applied to reduce the L/C Commitment and and/or the Swingline CommitmentOffshore Currency Loan Sublimit. All accrued facility commitment fees and letter of credit fees to, but not including, the effective date of any reduction or termination of the Commitments Commitments, shall be paid on the effective date of such reduction or termination. The Agent shall promptly forward a copy of any such notice received under this subsection 2.9 (a) to each of the Banks. (b) At no time shall the Swingline Swing Line Commitment exceed the Aggregate Commitment, and any reduction of the Commitments (under this Section 2.9 or under Section 2.12) Aggregate Commitment which reduces the Aggregate Commitment below the then- then-current amount of the Swingline Swing Line Commitment shall result in an automatic corresponding reduction of the Swingline Swing Line Commitment to the amount of the Aggregate Commitment, as so reduced, without any action on the part of thethe Swing Line Lender. At no time shall the Swing Line Commitment exceed the Commitment of the Swing Line Lender, and any reduction of the Aggregate Commitment which reduces the Commitment of the Swing Line Lender below the then-current amount of the Swing Line Commitment shall result in an automatic corresponding reduction of the Swing Line Commitment to the amount of the Commitment of the Swing Line Lender, as so reduced, without any action on the part of the Swing Line Lender.

Voluntary Termination or Reduction of Commitments. (a) Each Borrower The Company may, upon not less than three Business Days' prior notice from the Borrowers' Designee to the Agent, terminate the Commitments, or permanently reduce the Commitments by an aggregate minimum Dollar Equivalent Amount amount of at least $5,000,00010,000,000 or any multiple of $1,000,000 in excess thereof; unless, after giving effect thereto and to any ------ prepayments of any Committed Loans or Swingline Loans made on the effective date thereof, (ai) the Effective Amount then-outstanding principal amount of all Revolving Loans, Swingline the Loans and L/C Obligations together would exceed the Aggregate Commitment amount of the combined Commitments then in effect, or (bii) the Effective Amount then-outstanding principal amount of all L/C Obligations then outstanding Swingline Loans would exceed the L/C Commitmentamount of the Swingline Commitment then in effect, as adjusted pursuant to the last sentence of this Section 2.08. Once reduced in accordance with this Section 2.9Section, the Commitments may not be increased. Any reduction of the Commitments shall be applied to each Bank Bank's Commitment according to its Pro Rata Share. If and to the extent specified by the Borrowers' Designee in the notice to the Agent, some or all of the reduction in the Aggregate Commitment shall be applied to reduce the L/C Commitment and the Swingline Commitment. All accrued facility and letter of credit fees to, but not including, including the effective date of any reduction or termination of the Commitments Commitments, shall be paid on the effective date of such reduction or termination. The Agent shall promptly forward a copy of any such notice received under this subsection 2.9 (a) to each of the Banks. (b) At no time shall the Swingline Commitment exceed the Aggregate Commitment, combined Commitments or the Commitment of the Swingline Bank and any reduction of the Commitments (under this Section 2.9 or under Section 2.12) the Commitment of the Swingline Bank which reduces the Aggregate Commitment combined Commitments or the Swingline Bank's Commitment, respectively, below the then- current amount of the Swingline Commitment shall result in an automatic corresponding reduction of the Swingline Commitment to the amount of the Aggregate combined Commitments or the Swingline Bank's Commitment, respectively, as so reduced, without any action on the part of thethe Swingline Bank.

Voluntary Termination or Reduction of Commitments. (a) Each Borrower The Company may, upon not less than three Business Days' prior notice from the Borrowers' Designee to the AgentAdministrative Agent (which notice the Administrative Agent shall promptly deliver to Lenders), terminate the CommitmentsCommitments of all Lenders ratably, or permanently reduce the Commitments of all Lenders ratably by an aggregate minimum amount of the Dollar Equivalent Amount of at least $5,000,0005,000,000 or any multiple of the Dollar Equivalent of $1,000,000 in excess thereof; unless, after giving effect thereto and to any ------ prepayments of any Loans plus Swing Line Loans plus L/C Obligations made on the effective date thereof, (a) the Effective Amount of all Revolving Loans, Swingline Swing Line Loans and L/C Obligations together would exceed the Aggregate Commitment amount of the combined Revolving Loan Commitments of all Revolving Lenders then in effect, or (b) the Effective Amount of all L/C Obligations then outstanding would exceed the amount of the L/C CommitmentCommitment then in effect or (c) the Effective Amount of all Swing Line Loans would exceed the Swing Line Loan Commitment then in effect. Once reduced in accordance with this Section 2.9Section, the Commitments may not be increased. Any reduction of the Commitments shall be applied to each Bank Lender according to its Pro Rata Share. If and to the extent specified by the Borrowers' Designee in the notice to the Agent, some or all of the reduction in the Aggregate Commitment shall be applied to reduce the L/C Commitment and the Swingline Commitment. All accrued facility commitment and letter of credit fees and interest, if applicable, to, but not including, the effective date of any reduction or termination of the Commitments shall be paid on the effective date of such reduction or termination. The Agent shall promptly forward a copy of any such notice received under this subsection 2.9 (a) to each of the Banks. (b) At no time shall the Swingline Swing Line Commitment exceed the Aggregate Revolving Loan Commitment, and any reduction of the Commitments (under this Section 2.9 or under Section 2.12) Aggregate Revolving Loan Commitment which reduces the Aggregate Revolving Loan Commitment below the then- then-current amount of the Swingline Swing Line Commitment shall result in an automatic corresponding reduction of the Swingline Swing Line Commitment to the amount of the Aggregate Revolving Loan Commitment, as so reduced, without any action on the part of thethe Swing Line Lender. Any reduction of the Aggregate Revolving Loan Commitment below the then-current amount of the Swing Line Commitment shall result in an automatic corresponding reduction of the Swing Line Commitment to the amount of the Aggregate Revolving Loan Commitment as so reduced, without any action on the part of the Swing Line Lender.

Voluntary Termination or Reduction of Commitments. (a) Each The Borrower may, upon not less than three five Business Days' prior notice from the Borrowers' Designee to the Administrative Agent, terminate the Revolving Commitments, or permanently reduce the Revolving Commitments by an aggregate minimum Dollar Equivalent Amount amount of at least $5,000,0005,000,000 or any multiple of $1,000,000 in excess thereof; unlessPROVIDED that (i) no such reduction or termination shall be permitted if, after giving effect thereto and to any ------ prepayments of any Loans made on the effective date thereof, (aA) the then Effective Amount of all Revolving Loans plus the Effective Amount of all Revolving Loans, Swingline Loans and L/C Obligations together plus the Effective Amount of all Swingline Loans plus the Effective Amount of all Bid Loans would exceed the Aggregate Revolving Commitment then in effect, or (bB) the Effective Amount of all L/C Obligations then outstanding would exceed the L/C Commitment. Once Commitment then in effect; and (ii) once reduced in accordance with this Section 2.92.8, neither the Revolving Commitments nor the L/C Commitment may not be increased. Any Revolving Commitment reduction notice shall specify the extent (if any) to which any such reduction shall be applied to reduce as well the L/C Commitment. The L/C Commitment shall at no time exceed the Aggregate Revolving Commitment. Any reduction of the Commitments Aggregate Revolving Commitment shall be applied ratably to each Bank according to its Bank's Revolving Commitment in accordance with such Bank's Pro Rata Share. If and the Revolving Commitments are terminated in their entirety, all accrued commitment fees to the extent specified by the Borrowers' Designee in the notice to the Agent, some or all of the reduction in the Aggregate Commitment shall be applied to reduce the L/C Commitment and the Swingline Commitment. All accrued facility and letter of credit fees to, but not including, the effective date of any such termination of the Commitments Revolving Commitment, shall be paid on the effective date of such termination. The Agent shall promptly forward a copy of any such notice received under this subsection 2.9 (a) to each of the Banks. (b) At no time shall the Swingline Commitment exceed the Aggregate Revolving Commitment, and any reduction of the Revolving Commitments (under this Section 2.9 or under Section 2.12) which reduces the Aggregate Revolving Commitment below the then- then-current amount of the Swingline Commitment shall result in an automatic corresponding reduction of the Swingline Commitment to the amount of the Aggregate Revolving Commitment, as so reduced, without any action on the part of thethe Swingline Bank. At no time shall the Swingline Commitment exceed the Revolving Commitment of the Swingline Bank, and any reduction of the Revolving Commitments which reduces the Revolving Commitment of the Swingline Bank below the then-current amount of the Swingline Commitment shall result in an automatic corresponding reduction of the Swingline Commitment to the amount of the Revolving Commitment of the Swingline Bank, as so reduced, without any action on the part of the Swingline Bank.

Voluntary Termination or Reduction of Commitments. (a) Each Borrower Holdings may, upon not less than three Business Days' prior notice from the Borrowers' Designee to the Agent, terminate the Revolving Commitments, or permanently reduce the Commitments by an Revolving Commitments, provided that the aggregate minimum Dollar Equivalent Amount amount of at least $5,000,000any partial reduction is in a Minimum Amount; unless, after giving effect thereto and to any ------ prepayments of any Loans made on the effective date thereof, (ai) the Effective Amount of all Revolving Loans, Swingline Loans and L/C Obligations together would exceed the Aggregate Commitment amount of the combined Revolving Commitments of the Banks then in effect, or (bii) the Effective Amount of all L/C Obligations then outstanding would exceed the L/C Commitment. Once reduced in accordance with this Section 2.92.05, the Revolving Commitments may not be increased. Any reduction of the Revolving Commitments shall be applied to each Bank according to its Pro Rata Share. If and to the extent specified by the Borrowers' Designee Holdings in the notice to the Agent, some or all of the reduction in the Aggregate Commitment Revolving Commitments shall be applied to reduce the L/C Commitment and the Swingline Commitment. All accrued facility commitment and letter of credit fees to, but not including, the effective date of any reduction or termination of the Commitments Revolving Commitments, shall be paid on the effective date of such reduction or termination. The Agent shall promptly forward a copy of any such notice received under this subsection 2.9 (a) to each of the Banks. (b) At no time shall the Swingline Commitment exceed the Aggregate Commitmentcombined Revolving Commitments of the Banks, and any reduction of the Revolving Commitments (under this Section 2.9 or under Section 2.12) which reduces combined Revolving Commitments of the Aggregate Commitment Banks below the then- then-current amount of the Swingline Commitment shall result in an automatic corresponding reduction of the Swingline Commitment to the amount of the Aggregate Commitmentcombined Revolving Commitments of the Banks, as so reduced, without any action on the part of thethe Swingline Bank.

Voluntary Termination or Reduction of Commitments. (a) Each Borrower The Company may, upon not less than three (3) Business Days' prior notice from the Borrowers' Designee to the Agent, terminate the Commitments, or permanently reduce the Commitments by an aggregate minimum Dollar Equivalent Amount amount of at least $5,000,000; 10,000,000 or any multiple of $1,000,000 in excess thereof unless, after giving effect thereto and to any ------ prepayments of any Loans made on the effective date thereof, (a) the Effective Amount then-outstanding principal amount of all Revolving Loans, Swingline Loans and L/C Obligations together would exceed the Aggregate Commitment amount of the combined Commitments then in effect, or (b) the Effective Amount of all L/C Obligations then outstanding would exceed the L/C Commitment. Once reduced in accordance with this Section 2.92.09, the Commitments may not be increased. Any reduction of the Commitments shall be applied to each Bank according to its Pro Rata Share. If and All facility fees relating to the extent specified by the Borrowers' Designee in the notice to the Agent, some or all of the reduction in the Aggregate Commitment shall be applied to reduce the L/C Commitment and the Swingline Commitment. All reduced Commitments which accrued facility and letter of credit fees to, but not including, including the effective date of any reduction or termination of the Commitments Commitments, shall be paid on the effective date of such reduction or termination. The Agent shall promptly forward a copy of any such notice received under this subsection 2.9 (a) to each of the Banks. (b) At no time shall the Swingline Swing Line Commitment exceed the Aggregate Commitmentcombined Commitments, and any reduction of the combined Commitments (under this Section 2.9 or under Section 2.12) which reduces the Aggregate Commitment combined Commitments below the then- then-current amount of the Swingline Swing Line Commitment shall result in an automatic corresponding reduction of the Swingline Swing Line Commitment to the amount of the Aggregate Commitmentcombined Commitments, as so reduced, without any action on the part of thethe Swing Line Bank. At no time shall the Swing Line Commitment exceed the Commitment of the Swing Line Bank, and any reduction of the combined Commitments which reduces the Commitment of the Swing Line Bank below the then-current amount of the Swing Line Commitment shall result in an automatic corresponding reduction of the Swing Line Commitment to the amount of the Commitment of the Swing Line Bank, as so reduced, without any action on the part of the Swing Line Bank.

Voluntary Termination or Reduction of Commitments. (a) Each Borrower The Company may, upon not less than three Business Days' prior notice from the Borrowers' Designee to the AgentAdministrative Agent (which notice the Administrative Agent shall promptly deliver to Lenders), terminate the CommitmentsCommitments of all Lenders ratably, or permanently reduce the Commitments of all Lenders ratably by an aggregate minimum amount of the Dollar Equivalent Amount of at least $5,000,0005,000,000 or any multiple of the Dollar Equivalent $1,000,000 in excess thereof; unless, after giving effect thereto and to any ------ prepayments of any Loans plus Swing Line Loans plus L/C Obligations made on the effective date thereof, (a) the Effective Amount of all Revolving Loans, Swingline Swing Line Loans and L/C Obligations together would exceed the Aggregate Commitment amount of the combined Revolving Loan Commitments of all Revolving Lenders then in effect, or (b) the Effective Amount of all L/C Obligations then outstanding would exceed the amount of the L/C CommitmentCommitment then in effect or (c) the Effective Amount of all Swing Line Loans would exceed the Swing Line Loan Commitment then in effect. Once reduced in accordance with this Section 2.9Section, the Commitments may not be increased. Any reduction of the Commitments shall be applied to each Bank Lender according to its Pro Rata Share. If and to the extent specified by the Borrowers' Designee in the notice to the Agent, some or all of the reduction in the Aggregate Commitment shall be applied to reduce the L/C Commitment and the Swingline Commitment. All accrued facility commitment and letter of credit fees and interest, if applicable, to, but not including, the effective date of any reduction or termination of the Commitments shall be paid on the effective date of such reduction or termination. The Agent shall promptly forward a copy of any such notice received under this subsection 2.9 (a) to each of the Banks. (b) At no time shall the Swingline Swing Line Commitment exceed the Aggregate Revolving Loan Commitment, and any reduction of the Commitments (under this Section 2.9 or under Section 2.12) Aggregate Revolving Loan Commitment which reduces the Aggregate Revolving Loan Commitment below the then- then-current amount of the Swingline Swing Line Commitment shall result in an automatic corresponding reduction of the Swingline Swing Line Commitment to the amount of the Aggregate Revolving Loan Commitment, as so reduced, without any action on the part of thethe Swing Line Lender. Any reduction of the Aggregate Revolving Loan Commitment below the then-current amount of the Swing Line Commitment shall result in an automatic corresponding reduction of the Swing Line Commitment to the amount of the Aggregate Revolving Loan Commitment as so reduced, without any action on the part of the Swing Line Lender.

Voluntary Termination or Reduction of Commitments. (a) Each Borrower may, upon not less than three Upon at least two Business Days' prior written notice from the Borrowers' Designee (or telephonic notice promptly confirmed in writing) to the Agent, terminate Agent at its Notice Office (which notice the Commitments, or permanently reduce the Commitments by an aggregate minimum Dollar Equivalent Amount of at least $5,000,000; unless, after giving effect thereto and to any ------ prepayments of any Loans made on the effective date thereof, (a) the Effective Amount of all Revolving Loans, Swingline Loans and L/C Obligations together would exceed the Aggregate Commitment then in effect, or (b) the Effective Amount of all L/C Obligations then outstanding would exceed the L/C Commitment. Once reduced in accordance with this Section 2.9, the Commitments may not be increased. Any reduction of the Commitments shall be applied to each Bank according to its Pro Rata Share. If and to the extent specified by the Borrowers' Designee in the notice to the Agent, some or all of the reduction in the Aggregate Commitment shall be applied to reduce the L/C Commitment and the Swingline Commitment. All accrued facility and letter of credit fees to, but not including, the effective date of any termination of the Commitments shall be paid on the effective date of such termination. The Agent shall promptly forward a copy of any such notice received under this subsection 2.9 (a) transmit to each of the Banks), the Borrower shall have the right, without premium or penalty, to terminate or partially reduce (i) the unutilized portion of the Total Unutilized Revolving Loan Commitment; provided that (x) any such termination or partial reduction shall apply to proportionately and permanently reduce the Revolving Loan Commitment of each Bank with a Revolving Loan Commitment and (y) any partial reduction pursuant to this Section 3.02 shall be in the amount of at least $500,000. (b) At no time In the event of certain refusals by a Bank to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Banks as provided in Section 12.12(b), the Borrower shall have the Swingline right, upon five Business Days' prior written notice to the Agent at its Notice Office (which notice the Agent shall promptly transmit to each of the Banks), to terminate the entire Revolving Loan Commitment exceed of such Bank, so long as all Loans, together with accrued and unpaid interest, Fees and all other amounts, owing to such Bank are repaid concurrently with the Aggregate Commitmenteffectiveness of such termination pursuant to Section 4.01(b), and any reduction the Borrower shall pay to the Agent at such time an amount in cash and/or Cash Equivalents equal to such Bank's RL Percentage of the Commitments outstanding Letters of Credit (which cash and/or Cash Equivalents shall be held by the Agent as security for the obligations of the Borrower hereunder in respect of such outstanding Letters of Credit pursuant to a cash collateral agreement to be entered into in form and substance reasonably satisfactory to the Agent, which shall permit certain investments in Cash Equivalents reasonably satisfactory to the Agent until the proceeds are applied to the secured obligations) (at which time Annex I shall be deemed modified to reflect such changed amounts), and at such time, such Bank shall no longer constitute a "Bank" for purposes of this Agreement, except with respect to indemnifications under this Section 2.9 or under Section 2.12) which reduces the Aggregate Commitment below the then- current amount of the Swingline Commitment shall result in an automatic corresponding reduction of the Swingline Commitment to the amount of the Aggregate Commitment, as so reducedAgreement (including, without any action on the part of thelimitation, Sections 1.10, 1.11, 2.05, 4.04, 12.01 and 12.06), which shall survive as to such repaid Bank.

Voluntary Termination or Reduction of Commitments. (a) Each Borrower The Company may, upon not less than three Business Days' prior written notice from the Borrowers' Designee to the Agent, terminate the Commitments, Commitments or permanently reduce the Commitments by an aggregate minimum Dollar Equivalent Amount amount of at least $5,000,0005,000,000 or any multiple of $5,000,000 in excess thereof; unlessUNLESS, after giving effect thereto and to any ------ prepayments of any Revolving Loans made on the effective date thereof, (a) the then-outstanding Dollar Equivalent Effective Amount of all Revolving Loans, Swingline Loans and L/C Obligations together would exceed the Aggregate Commitment amount of the combined Commitments then in effect, or (b) the Effective Amount of all L/C Obligations then outstanding would exceed the L/C Commitment, (c) the Effective Amount of all Offshore Currency Loans would exceed the Offshore Currency Loan Sublimit, (d) the Effective Amount of all Revolving Loans to Mexican Borrower would exceed the Mexican Subsidiary Loan Sublimit or (e) the Effective Amount of all Canadian Revolving Loans to Canadian Borrower would exceed the Canadian Subsidiary Loan Sublimit. Once reduced in accordance with this Section 2.9Section, the Commitments as so reduced may not be increased. Absent notice as set forth in this SECTION 2.08, no voluntary prepayment of Loans shall permanently reduce the Commitments. Any reduction of the Commitments shall be applied to each Bank Lender according to its Pro Rata Share. If and to the extent specified by the Borrowers' Designee Company in the notice to the Agent, some or all of the reduction in the Aggregate Commitment combined Commitments shall be applied to reduce the L/C Commitment and Commitment, the Swingline CommitmentOffshore Currency Loan Sublimit and/or the Mexican Subsidiary Loan Sublimit and/or the Canadian Subsidiary Loan Sublimit (with, in such case, a copy of such notice to the Canadian Revolving Lender). All accrued facility commitment fees and letter of credit fees to, but not including, the effective date of any reduction or termination of the Commitments shall be paid on the effective date of such reduction or termination. The Agent shall promptly forward a copy of any such notice received under this subsection 2.9 (a) to each of the Banks. (b) At no time shall the Swingline Commitment exceed the Aggregate Commitment, and any reduction of the Commitments (under this Section 2.9 or under Section 2.12) which reduces the Aggregate Commitment below the then- current amount of the Swingline Commitment shall result in an automatic corresponding reduction of the Swingline Commitment to the amount of the Aggregate Commitment, as so reduced, without any action on the part of the

Voluntary Termination or Reduction of Commitments. (a) Each Borrower The Company may, upon not less than three Business Days' prior notice from the Borrowers' Designee to the Administrative Agent, terminate the Facility A Commitments, or permanently reduce the Facility A Commitments by an aggregate minimum Dollar Equivalent Amount amount of at least $5,000,0005,000,000 or any multiple of $1,000,000 in excess thereof; unlessprovided, however, that any reduction of the Facility A Commitment shall be accompanied by a reduction of Maximum Facility B Commitments in an amount equal to one-half of the reduced Facility A Commitments; and, provided, further, that after giving effect thereto and to any ------ prepayments of any Loans made on the effective date thereof, the then-outstanding principal amount of the Loans (a) the Effective Amount of all Revolving Loans, Swingline including both Facility A Loans and L/C Obligations together would Facility B Loans) may not exceed the Aggregate Commitment amount of the combined Commitments then in effect and the then-outstanding amount of the Facility B Loans may not exceed the amount of the combined Maximum Facility B Commitments then in effect, or (b) the Effective Amount of all L/C Obligations then outstanding would exceed the L/C Commitment. Once reduced in accordance with this Section 2.9Section, the Facility A Commitments and the Maximum Facility B Commitments may not be increased. Any reduction of the Facility A Commitments and the Maximum Facility B Commitments shall be applied to each Bank according to its Pro Rata Share. If and to the extent specified by the Borrowers' Designee in the notice to the Agent, some or all of the reduction in the Aggregate Commitment shall be applied to reduce the L/C Commitment and the Swingline Commitment. All accrued facility and letter of credit commitment fees to, but not including, including the effective date of any reduction or termination of the Commitments Commitments, shall be paid on the effective date of such reduction or termination. The Agent shall promptly forward a copy of any such notice received under this subsection 2.9 (a) to each of the Banks. (b) At no time shall the Swingline Commitment exceed the Aggregate Commitment, and any reduction of the Commitments (under this Section 2.9 or under Section 2.12) which reduces the Aggregate Commitment below the then- current amount of the Swingline Commitment shall result in an automatic corresponding reduction of the Swingline Commitment to the amount of the Aggregate Commitment, as so reduced, without any action on the part of the

Voluntary Termination or Reduction of Commitments. (a) Each Borrower Holdings may, upon not less than three Business Days' prior notice from the Borrowers' Designee to the Agent, terminate the Revolving Commitments, or permanently reduce the Commitments by an Revolving Commitments, PROVIDED that the aggregate minimum Dollar Equivalent Amount amount of at least $5,000,000any partial reduction is in a Minimum Amount; unless, after giving effect thereto and to any ------ prepayments of any Loans made on the effective date thereof, (ai) the Effective Amount of all Revolving Loans, Swingline Loans and L/C Obligations together would exceed the Aggregate Commitment amount of the combined Revolving Commitments of the Banks then in effect, or (bii) the Effective Amount of all L/C Obligations then outstanding would exceed the L/C Commitment. Once reduced in accordance with this Section 2.92.05, the Revolving Commitments may not be increased. Any reduction of the Revolving Commitments shall be applied to each Bank according to its Pro Rata Share. If and to the extent specified by the Borrowers' Designee Holdings in the notice to the Agent, some or all of the reduction in the Aggregate Commitment Revolving Commitments shall be applied to reduce the L/C Commitment and the Swingline Commitment. All accrued facility commitment and letter of credit fees to, but not including, the effective date of any reduction or termination of the Commitments Revolving Commitments, shall be paid on the effective date of such reduction or termination. The Agent shall promptly forward a copy of any such notice received under this subsection 2.9 (a) to each of the Banks. (b) At no time shall the Swingline Commitment exceed the Aggregate Commitmentcombined Revolving Commitments of the Banks, and any reduction of the Revolving Commitments (under this Section 2.9 or under Section 2.12) which reduces combined Revolving Commitments of the Aggregate Commitment Banks below the then- then-current amount of the Swingline Commitment shall result in an automatic corresponding reduction of the Swingline Commitment to the amount of the Aggregate Commitmentcombined Revolving Commitments of the Banks, as so reduced, without any action on the part of thethe Swingline Bank.

Voluntary Termination or Reduction of Commitments. (a) Each Borrower Subject to Section 4.04, the Company may, upon not less than three (3) Business Days' prior notice from the Borrowers' Designee to the AgentAgent (and upon receipt of such notice the Agent shall promptly notify the Banks thereof), terminate the Commitments, Combined Commitments or permanently reduce the Combined Commitments by an aggregate minimum Dollar Equivalent Amount amount of at least $5,000,0005,000,000 or any multiple of $1,000,000 in excess thereof; unless, after giving effect thereto and to any ------ prepayments of any Loans made on the effective date thereof, (a) the Effective Amount of the Revolving Loans of any Bank shall exceed such Bank's Revolving Loan Commitment Sublimit, (b) the Effective Amount of all Revolving Loans, Swingline Loans and the U.S. Dollar Equivalent of all L/C Obligations together would exceed the Aggregate Commitment amount of the Combined Commitments then in effect, or (bc) the Effective Amount of the U.S. Dollar Equivalent of all L/C Obligations then outstanding would exceed the L/C Commitment. Once reduced in accordance with this Section 2.9Section, the Combined Commitments may not be increased. Any reduction of the Combined Commitments shall be applied to each Bank according to its Pro Rata Share. If and to the extent specified by the Borrowers' Designee Company in the notice to the Agent, some or all of the reduction in the Aggregate Commitment Combined Commitments shall be applied to reduce the L/C Commitment and the Swingline Commitment. All accrued facility commitment and letter of credit fees to, but not including, the effective date of any reduction or termination of the Combined Commitments shall be paid on the effective date of such reduction or termination. The Agent shall promptly forward a copy of any such notice received under this subsection 2.9 (a) to each of the Banks. (b) At no time shall the Swingline Commitment exceed the Aggregate Commitment, and any reduction of the Commitments (under this Section 2.9 or under Section 2.12) which reduces the Aggregate Commitment below the then- current amount of the Swingline Commitment shall result in an automatic corresponding reduction of the Swingline Commitment to the amount of the Aggregate Commitment, as so reduced, without any action on the part of the

Voluntary Termination or Reduction of Commitments. (a) Each Borrower Holdings may, upon not less than three (3) Business Days' ’ prior notice from the Borrowers' Designee to the Administrative Agent, terminate the Revolving Commitments, or permanently reduce the Commitments by an Revolving Commitments, provided that the aggregate minimum Dollar Equivalent Amount amount of at least $5,000,000any partial reduction is in a Minimum Amount; unless, after giving effect thereto and to any ------ prepayments of any Loans made on the effective date thereof, (ai) the Effective Amount of all Revolving Loans, Swingline Loans and L/C Obligations together would exceed the Aggregate Commitment amount of the combined Revolving Commitments of the Revolving Lenders then in effect, or (bii) the Effective Amount of all L/C Obligations then outstanding would exceed the L/C Commitment. Once reduced in accordance with this Section 2.92.05, the Revolving Commitments may not be increased. Any reduction of the Revolving Commitments shall be applied to each Bank Revolving Lender according to its Pro Rata Revolving Proportionate Share. If and to the extent specified by the Borrowers' Designee Holdings in the notice to the Administrative Agent, some or all of the reduction in the Aggregate Commitment Revolving Commitments shall be applied to reduce the L/C Commitment and the Swingline Commitment. All accrued facility commitment and letter of credit fees to, but not including, the effective date of any reduction or termination of the Commitments Revolving Commitments, shall be paid on the effective date of such reduction or termination. The Agent shall promptly forward a copy of any such notice received under this subsection 2.9 (a) to each of the Banks. (b) At no time shall the Swingline Commitment exceed the Aggregate Commitmentcombined Revolving Commitments of the Revolving Lenders, and any reduction of the Revolving Commitments (under this Section 2.9 or under Section 2.12) which reduces combined Revolving Commitments of the Aggregate Commitment Revolving Lenders below the then- then-current amount of the Swingline Commitment shall result in an automatic corresponding reduction of the Swingline Commitment to the amount of the Aggregate Commitmentcombined Revolving Commitments of the Revolving Lenders, as so reduced, without any action on the part of thethe Swingline Lender.

Voluntary Termination or Reduction of Commitments. (a) Each Borrower The Company may, upon not less than three five Business Days' ’ prior notice from the Borrowers' Designee to the Administrative Agent, terminate the Commitments, or permanently reduce the Commitments by an aggregate minimum Dollar Equivalent Amount amount of at least $5,000,0005,000,000 or any multiple of $1,000,000 in excess thereof; unless, after giving effect thereto and to any ------ prepayments of any Loans made on the effective date thereof, (a) the Effective Amount of all outstanding Revolving Loans, Swingline Swing Line Loans and L/C Obligations together would exceed the amount of the Aggregate Commitment then in effect, or (b) the Effective Amount of all L/C Obligations then outstanding would exceed the L/C CommitmentCommitment or (c) the sum of the Effective Amount of all outstanding Offshore Currency Loans and the Effective Amount of all outstanding Swing Line Loans denominated in Offshore Currencies would exceed the Offshore Currency Loan Sublimit. Once reduced in accordance with this Section 2.9Section, the Commitments may not be increased. Any reduction of the Commitments shall be applied to each Bank Lender according to its Pro Rata Share. If and to the extent specified by the Borrowers' Designee Company in the notice to the Administrative Agent, some or all of the reduction in the Aggregate Commitment shall be applied to reduce the L/C Commitment and and/or the Swingline CommitmentOffshore Currency Loan Sublimit; provided that the L/C Commitment shall be reduced to the extent necessary to cause the L/C Commitment to be equal to 50% of the Aggregate Commitment after giving effect to any such reduction. All accrued facility commitment fees and letter of credit fees to, but not including, the effective date of any reduction or termination of the Commitments Commitments, shall be paid on the effective date of such reduction or termination. The Agent shall promptly forward a copy of any such notice received under this subsection 2.9 (a) to each of the Banks. (b) At no time shall the Swingline Swing Line Commitment exceed the Aggregate Commitment, and any reduction of the Commitments (under this Section 2.9 or under Section 2.12) Aggregate Commitment which reduces the Aggregate Commitment below the then- then-current amount of the Swingline Swing Line Commitment shall result in an automatic corresponding reduction of the Swingline Swing Line Commitment to the amount of the Aggregate Commitment, as so reduced, without any action on the part of thethe Swing Line Lender. At no time shall the Swing Line Commitment exceed the Commitment of the Swing Line Lender, and any reduction of the Aggregate Commitment which reduces the Commitment of the Swing Line Lender below the then-current amount of the Swing Line Commitment shall result in an automatic corresponding reduction of the Swing Line Commitment to the amount of the Commitment of the Swing Line Lender, as so reduced, without any action on the part of the Swing Line Lender.

Voluntary Termination or Reduction of Commitments. (a) Each Borrower A Credit Party ------------------------------------------------- may, upon not less than three two Business Days' prior notice from the Borrowers' Designee to the Agent, terminate the CommitmentsCommitments of all Lenders ratably, or permanently reduce the Commitments of all Lenders ratably by an aggregate minimum Dollar Equivalent Amount amount of at least $5,000,000250,000 or any multiple of $250,000 in excess thereof; unless, after giving effect thereto and to any ------ prepayments of any Revolving Loans made on the effective date thereof, (a) the Effective Amount of all Revolving Loans, Swingline Loans and L/C Obligations together would exceed the Aggregate Commitment amount of the combined Revolving Loan Commitments of all Revolving Lenders then in effect, or (b) the Effective Amount of all L/C Obligations then outstanding would exceed the amount of the combined L/C CommitmentCommitment then in effect or (c) the Effective Amount of all Klearfold L/C Obligations or AGI L/C Obligations would exceed the amount of the Klearfold L/C Sublimit or AGI L/C Sublimit, as the case may be, then in effect. Once reduced in accordance with this Section 2.9Section, the Commitments may not be increased. Any reduction of the Commitments shall be applied to each Bank Lender according to its Pro Rata Share. If and to the extent specified by the Borrowers' Designee in the notice to the Agent, some or all of the reduction in the Aggregate Commitment shall be applied to reduce the L/C Commitment and the Swingline Commitment. All accrued facility commitment and letter of credit fees to, but not including, the effective date of any reduction or termination of the Commitments shall be paid on the effective date of such reduction or termination. The Agent shall promptly forward a copy of any such notice received under this subsection 2.9 (a) to each of the Banks. (b) At no time shall the Swingline Commitment exceed the Aggregate Commitment, and any reduction of the Commitments (under this Section 2.9 or under Section 2.12) which reduces the Aggregate Commitment below the then- current amount of the Swingline Commitment shall result in an automatic corresponding reduction of the Swingline Commitment to the amount of the Aggregate Commitment, as so reduced, without any action on the part of the

Voluntary Termination or Reduction of Commitments. (a) Each Borrower may, upon not less than Upon at least three Business Days' ’ prior notice from an Authorized Officer of the Borrowers' Designee U.S. Borrower to the AgentAdministrative Agent at its Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders), the U.S. Borrower shall have the right, at any time or from time to time, without premium or penalty, to terminate the CommitmentsTotal Commitment at such time, in whole or permanently reduce the Commitments by an in part, in aggregate minimum Dollar Equivalent Amount amounts of at least $5,000,000; unless1,000,000 in the case of partial reductions, with the amount of each reduction pursuant to this Section 3.02(a) to apply to reduce the Total Term Loan Commitment, the Total Dollar Facility Revolving Loan Commitment, the Total Euro Facility Revolving Loan Commitment and/or the Total Canadian Facility Revolving Loan Commitment, as may be elected by the U.S. Borrower, provided that no such reduction shall be permitted to be made pursuant to this Section 3.02(a) if the effect thereof is to cause (x) the Aggregate Dollar Facility RL Exposure to exceed the Total Dollar Facility Revolving Loan Commitment after giving effect to the reduction thereto and pursuant to any ------ prepayments of any Loans made on the effective date thereofthis Section 3.02(a), (ay) the Effective Amount of all Revolving Loans, Swingline Loans and L/C Obligations together would Aggregate Euro Facility RL Exposure to exceed the Aggregate Total Euro Facility Revolving Loan Commitment then in effect, after giving effect to the reduction thereto pursuant to this Section 3.02(a) or (bz) the Effective Amount of all L/C Obligations then outstanding would Aggregate Canadian Facility RL Exposure to exceed the L/C Commitment. Once reduced in accordance with Total Canadian Facility Revolving Loan Commitment after giving effect to the reduction thereto pursuant to this Section 2.9, 3.02(a). Each reduction to (w) the Commitments may not be increased. Any reduction of the Commitments Total Term Loan Commitment pursuant to this Section 3.02(a) shall be applied apply to each Bank according to its Pro Rata Share. If proportionately and to the extent specified by the Borrowers' Designee in the notice to the Agent, some or all of the reduction in the Aggregate Commitment shall be applied to permanently reduce the L/C Term Loan Commitment of each Lender with such a Commitment (based on their respective TL Commitment Percentages), (x) the Total Dollar Facility Revolving Loan Commitment pursuant to this Section 3.02(a) shall apply to proportionately and permanently reduce the Swingline Commitment. All accrued facility Dollar Facility Revolving Loan Commitment of each Dollar Facility RL Lender (based on their respective Dollar Facility RL Percentages), (y) the Total Euro Facility Revolving Loan Commitment pursuant to this Section 3.02(a) shall apply to proportionally and letter permanently reduce the Euro Facility Revolving Loan Commitment of credit fees to, but not including, each Euro Facility RL Lender (based on their respective Euro Facility RL Percentages) and (z) the effective date Total Canadian Facility Revolving Loan Commitment pursuant to this Section 3.02(a) shall apply to proportionally and permanently reduce the Canadian Facility Revolving Loan Commitment of any termination of the Commitments shall be paid each Canadian Facility RL Lender (based on the effective date of such termination. The Agent shall promptly forward a copy of any such notice received under this subsection 2.9 (a) to each of the Bankstheir respective Canadian Facility RL Percentages). (b) At no time In the event of certain refusals by a Lender as provided in Section 4.01 or 13.12(b) to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders, the U.S. Borrower may, subject to the applicable requirements of said Sections 4.01 and/or 13.12(b), upon five Business Days’ prior written notice to the Administrative Agent at its Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Swingline Commitment exceed Lenders) terminate the Aggregate Term Loan Commitment, if any, the Dollar Facility Revolving Loan Commitment, if any, the Euro Facility Revolving Loan Commitment, if any, and/or the Canadian Facility Revolving Loan Commitment, if any, of such Lender, so long as (x) all Loans, together with accrued and unpaid interest, Fees and all other amounts, owing to such Lender (excluding amounts owing in respect of Loans of any reduction Tranche maintained by such Lender which are not being repaid pursuant to Section 13.12(b)) are repaid concurrently with the effectiveness of such termination (at which time Schedule I shall be deemed modified to reflect such changed amounts) and (y) after giving effect to such termination (and the adjustments to the Dollar Facility RL Percentages, Euro Facility RL Percentages, Canadian Facility RL Percentages and/or related L/C Participation Percentages of the remaining Lenders as contemplated below), none of the Individual Dollar Facility RL Exposure, the Individual Euro Facility RL Exposure or the Individual Canadian Facility RL Exposure of any remaining Lender shall exceed its Dollar Facility Revolving Loan Commitment, Euro Facility Revolving Loan Commitment or Canadian Facility Revolving Loan Commitment, as the case may be. After giving effect to the termination of the Commitments of any Lender pursuant to the provisions of this Section 3.02(b), unless the respective Lender continues to have outstanding Term Loans or other Commitments (if any) hereunder, such Lender shall no longer constitute a “Lender” for purposes of this Agreement, except with respect to indemnifications under this Agreement (including, without limitation, Sections 1.11, 1.12, 2.05, 4.04, 13.01 and 13.06), which shall survive as to such repaid Lender. In cases where the Dollar Facility Revolving Loan Commitment, the Euro Facility Revolving Loan Commitment and/or the Canadian Facility Revolving Loan Commitment of any Lender is terminated pursuant to this Section 2.9 or under 3.02(b), except in cases where the respective Commitments are replaced in full, after giving effect to the termination of any such Commitments of a given Lender pursuant to this Section 2.123.02(b), there shall occur automatic adjustments (as determined by the Administrative Agent) which reduces in the Aggregate Commitment below Dollar Facility RL Percentages, Euro Facility RL Percentages and/or the then- current amount Canadian Facility RL Percentages, as the case may be (and as a result thereof in the related L/C Participation Percentages) of the Swingline Commitment shall result in an automatic corresponding reduction remaining Dollar Facility RL Lenders, Euro Facility RL Lenders and/or Canadian Facility RL Lenders, as the case may be, after giving effect to the modifications to the Dollar Facility RL Percentages, Euro Facility RL Percentages and Canadian Facility RL Percentages of the Swingline Commitment to the amount various remaining Lenders as a result of the Aggregate termination of the Dollar Facility Revolving Loan Commitment, Euro Facility Revolving Loan Commitment and/or Canadian Facility Revolving Loan Commitment, as so reducedthe case may be, without of the respective Replaced Lender. (c) In connection with any action on reduction or termination of the part Total Revolving Loan Commitment, the Dollar Facility Revolving Loan Commitment, the Euro Facility Revolving Loan Commitment and/or the Canadian Facility Revolving Loan Commitment of theany Lender pursuant to this Section 3.02 and Section 3.03, as the case may be, each of the European Borrower and the Canadian Borrower hereby irrevocably authorizes the U.S. Borrower to take all necessary action, in the name of the European Borrower or the Canadian Borrower, as the case may be, as described in this Section 3.02 or Section 3.03 in order to effect the reduction or termination of the Total Revolving Loan Commitment, the Dollar Facility Revolving Loan Commitment, the Euro Facility Revolving Loan Commitment and/or the Canadian Facility Revolving Loan Commitment of such Lender in accordance with the provisions of this Section 3.02 or Section 3.03, as the case may be.