Common use of Termination or Reduction of Commitments Clause in Contracts

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

Termination or Reduction of Commitments. (a) The Borrowers Borrower may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Commitments, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Commitments, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided, provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. 1:00 p.m. three (3) Business Days prior to the date of termination or reductionreduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination), (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrowers Borrower shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings under the Revolving Credit Facility would exceed the Aggregate Commitments; provided that the Borrower may terminate the Aggregate Commitments under the Revolving Credit Facility, (B) the Letter of Credit Sublimit if, after giving effect theretoif all Loans have been paid in full, the Outstanding Amount Borrower has Cash Collateralized, or provided other support acceptable to the applicable L/C Issuer(s) for, all outstanding Letters of LC Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, (C) the Swing Line Sublimit if, after giving effect theretoCredit, and to there are no outstanding L/C Borrowings. The Administrative Agent will promptly notify the Lenders of any concurrent payments hereunder, the Outstanding Amount such notice of Swing Line Loans hereunder would exceed the Swing Line Sublimit termination or (D) reduction of the Aggregate FILO Facility Commitments if (x) after giving effect thereto and any concurrent prepayments hereunder the Total Outstandings under the FILO Facility would exceed Commitments. Any reduction of the Aggregate FILO Facility Commitments or (y) a FILO Draw Period is then in effect, provided, that notwithstanding shall be applied to the foregoing, Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate FILO Facility Commitments may shall be terminated at any time in connection with paid on the termination effective date of all of the Commitments under this Agreementsuch termination.

Termination or Reduction of Commitments. (a) The Borrowers Company may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Commitments, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Commitments, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided, provided that (i) any such notice shall will be received by the Administrative Agent not later than 11:00 10:00 a.m. three (3) five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall will be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers shall Company will not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings under the Revolving Credit Facility would exceed the Aggregate Commitments under Commitments, unless the Revolving Credit FacilityTotal Outstandings consist solely of the Outstanding Amount of L/C Obligations and the Company has concurrently Cash Collateralized the Outstanding Amount of L/C Obligations, and (Biv) if, after giving effect to any reduction of the Aggregate Commitments, the Alternative Currency Sublimit, the Letter of Credit Sublimit ifor the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, after giving effect theretosuch Sublimit will be automatically reduced by the amount of such excess. A notice of termination of the Aggregate Commitments delivered by the Company pursuant to this Section 2.07 may state that such notice is conditioned on the effectiveness of other credit facilities or the availability of a source of funds for the prepayment in full of the Obligations under this Agreement, in which case, such notice may be revoked by the Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Except as otherwise set forth above, the Outstanding Amount amount of LC Obligations any such Aggregate Commitment reduction will not fully Cash Collateralized hereunder would exceed be applied to the Alternative Currency Sublimit, the Letter of Credit Sublimit, (C) Sublimit or the Swing Line Sublimit if, after giving effect thereto, and to any concurrent payments hereunder, unless otherwise specified by the Outstanding Amount Company. Any reduction of Swing Line Loans hereunder would exceed the Swing Line Sublimit or (D) the Aggregate FILO Facility Commitments if (x) after giving effect thereto and will be applied to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any concurrent prepayments hereunder the Total Outstandings under the FILO Facility would exceed termination of the Aggregate FILO Facility Commitments or (y) a FILO Draw Period is then in effect, provided, that notwithstanding will be paid on the foregoing, the Aggregate FILO Facility Commitments may be terminated at any time in connection with the termination effective date of all of the Commitments under this Agreementsuch termination.

Termination or Reduction of Commitments. Upon at least ten (a10) The Borrowers may, upon irrevocable Business Days’ prior written notice from the Lead Borrower to the Administrative Agent, the Lead Borrower may at any time in whole permanently terminate the Aggregate Total Commitments. In addition, upon at least five (5) Business Days’ prior written notice to the Administrative Agent, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from Lead Borrower may at any time to time in part permanently reduce the Aggregate Total Commitments, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided, that (i) any . Each such notice shall be received by the Administrative Agent not later than 11:00 a.m. three (3) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate the principal amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) 5,000,000; provided that the Borrowers shall not terminate or reduce (A) the Aggregate Total Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings under the Revolving Credit Facility Extensions outstanding would exceed the Aggregate Commitments under the Revolving Credit FacilityTotal Commitments, (B) the Letter sublimit for Letters of Credit Sublimit set forth in Section 2.1(a)(ii) if, after giving effect thereto, the Outstanding Amount Letter of LC Obligations Credit Outstandings not fully Cash Collateralized cash collateralized hereunder would exceed the Letter of Credit Sublimitsuch sublimit, and (C) the Swing Line Sublimit sublimit for Swingline Loans set forth in Section 2.6(a) hereof if, after giving effect thereto, and to any concurrent payments hereunder, the Outstanding Amount outstanding amount of Swing Line Swingline Loans hereunder would exceed the Swing Line Sublimit or (D) the Aggregate FILO Facility Commitments if (x) such sublimit. If, after giving effect thereto and to any concurrent prepayments hereunder reduction of the Total Outstandings under Commitments, the FILO Facility would sublimit for Letters of Credit set forth in Section 2.1(a)(ii) hereof or the sublimit for Swingline Loans set forth in Section 2.6(a) hereof exceeds the amount of the Total Commitments, such sublimits shall be automatically reduced by the amount of such excess. Each such reduction or termination shall (i) be applied ratably to the Commitment of each Lender and (ii) be irrevocable when given. At the effective time of each such reduction or termination, the Borrowers shall pay to the Administrative Agent for application as provided herein (i) all Commitment Fees accrued on the amount of the Total Commitments so terminated or reduced through the date thereof, (ii) any amount by which the Credit Extensions outstanding on such date exceed the Aggregate FILO Facility amount to which the Total Commitments or are to be reduced effective on such date, in each case pro rata based on the amount prepaid, and (yiii) a FILO Draw Period is then in effectany Breakage Costs, provided, that notwithstanding the foregoing, the Aggregate FILO Facility Commitments may be terminated at any time in connection with the termination of all of the Commitments under this Agreementif applicable.

Termination or Reduction of Commitments. (a) The Borrowers Borrower may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Commitments, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit Sublimit, or from time to time permanently reduce the Aggregate Commitments, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided, provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three (3) noon five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, thereof and (iii) the Borrowers Borrower shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings under the Revolving Credit Facility would exceed the Aggregate Commitments under the Revolving Credit FacilityCommitments, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of LC L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, Sublimit or (C) the Swing Line Sublimit if, after giving effect thereto, thereto and to any concurrent payments prepayments hereunder, the Outstanding Amount of Swing Line Loans hereunder would exceed the Swing Line Sublimit. The Administrative Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, the Swing Line Sublimit or (D) the Aggregate FILO Facility Commitments if (x) after giving effect thereto and any concurrent prepayments hereunder the Total Outstandings under the FILO Facility would exceed the Aggregate FILO Facility Commitments or (y) a FILO Draw Period is then in effect, provided, that notwithstanding the foregoing, the Aggregate FILO Facility Commitments may be terminated at any time in connection with the termination of all of the Commitments under this AgreementSection 2.06. Upon any reduction of the Aggregate Commitments, the Commitment of each Lender shall be reduced by such Lender’s Applicable Percentage of such reduction amount. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) The Tranche A Borrowers may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Commitments, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Tranche A Commitments; TCCI may, upon notice to the Administrative Agent, terminate the Aggregate Tranche B Commitments, or from time to time permanently reduce the Aggregate FILO Facility Tranche B Commitments; and the Tranche C Borrower may, upon notice to the Australian Sub-Agent and the Administrative Agent, terminate the Aggregate Tranche C Commitments, or from time to time permanently reduce the Letter of Credit Sublimit or the Swing Line SublimitAggregate Tranche C Commitments; provided, provided that (i) any such notice shall be received by the Administrative Applicable Agent not later than 11:00 a.m. three 12:00 noon (3) Central time), on the Business Days Day immediately prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 US$25,000,000 or any whole multiple of $1,000,000 US$5,000,000 in excess thereof, (iii) the Borrowers such Borrower shall not terminate or reduce (A) the such Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings under the Revolving Credit Facility applicable to such Borrower would exceed the Aggregate Commitments under the Revolving Credit Facilityapplicable to such Borrower, and (Biv) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of LC Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, (C) the Swing Line Sublimit if, after giving effect thereto, and to any concurrent payments hereunderreduction of the Aggregate Commitments, the Outstanding Amount of Swing Line Loans hereunder would exceed the Swing Line Sublimit or (D) the Australian Swing Line Sublimit exceeds the amount of the Aggregate FILO Facility Commitments if (x) after giving effect thereto and Commitments, such Swing Line Sublimit or Australian Swing Line Sublimit, as applicable, shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any concurrent prepayments hereunder the Total Outstandings under the FILO Facility would exceed such notice of termination or reduction of the Aggregate FILO Facility Commitments or (y) a FILO Draw Period is then in effect, provided, that notwithstanding the foregoing, Commitments. Any reduction of the Aggregate FILO Facility Commitments may shall be terminated at applied to the applicable Commitment of each appropriate Lender according to its Pro Rata Share. All facility fees accrued for the account of the applicable Borrower until the effective date of any time in connection with the termination of all the applicable Aggregate Commitments shall be paid on the effective date of the Commitments under this Agreementsuch termination.

Termination or Reduction of Commitments. (a) The Borrowers mayBorrower shall have the right, upon irrevocable notice from the Lead Borrower delivered to the Administrative Agent, terminate the Aggregate Commitments, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Commitments, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided, that (i) any such notice shall be received by the Administrative Agent not no later than 11:00 a.m. 1:00 P.M., New York City time, at least three (3) Business Days prior to the proposed date of termination or reduction, (ii) to terminate the Revolving Commitments or, from time to time, to reduce the amount of the Revolving Commitments; provided that no such termination or reduction shall be permitted if, after giving effect thereto and to any prepayments of the Revolving Loans or Swingline Loans made on the effective date thereof, the Revolving Extensions of Credit of any Revolving Lender would exceed such partial Revolving Lender’s Revolving Commitment. Any such reduction shall be in an aggregate amount of equal to $5,000,000 10,000,000, or any a whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings under permanently the Revolving Credit Facility would exceed the Aggregate Commitments under then in effect and shall be applied to reduce the Revolving Credit FacilityCommitments of the Revolving Lenders as the Borrower may designate, (B) but in any event, in the Letter case of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of LC Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, (C) the Swing Line Sublimit if, after giving effect thereto, and to any concurrent payments hereunder, the Outstanding Amount of Swing Line Loans hereunder would exceed the Swing Line Sublimit or (D) the Aggregate FILO Facility Revolving Commitments if (x) after giving effect thereto and any concurrent prepayments hereunder the Total Outstandings under the FILO Facility would exceed the Aggregate FILO Facility Commitments or (y) a FILO Draw Period is then in effect, provided, that notwithstanding the foregoing, the Aggregate FILO Facility Commitments may be terminated at any time in connection with the termination same Revolving Termination Date, on a pro rata basis among such Revolving Commitments based on the respective amount of all such Revolving Commitments of each Revolving Lender. Each notice delivered by the Commitments Borrower pursuant to this Section shall be irrevocable, provided that such notice may state that it is conditioned upon the effectiveness of other credit facilities (including under this Agreement) or incurrence of other Indebtedness, the consummation of a particular Disposition, the occurrence of a change of control or other event), in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.

Termination or Reduction of Commitments. (a) The Borrowers Borrower may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate CommitmentsCommitment, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Commitments, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided, provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. 12:00 noon three (3) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers Borrower shall not terminate or reduce (A) the Aggregate Commitments Commitment if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings under the Revolving Credit Facility would exceed the Aggregate Commitments under Commitment, and (iv) if, after giving effect to any reduction of the Revolving Credit FacilityAggregate Commitment, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of LC Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, (C) or the Swing Line Sublimit ifexceeds the amount of the Aggregate Commitment, after giving effect thereto, and to any concurrent payments hereunder, the Outstanding Amount such Letter of Swing Line Loans hereunder would exceed the Credit Sublimit or such Swing Line Sublimit or (D) shall be automatically reduced by the amount of such excess; provided further that, a notice of termination of the Aggregate FILO Facility Commitments Commitment may state that such notice is conditioned upon the effectiveness of other credit facilities or any incurrence or issuance of debt or equity or the occurrence of any other transaction, in which case such notice may be revoked, subject to Section 3.05, by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if (x) after giving effect thereto and such condition is not satisfied. The Administrative Agent will promptly notify the Lenders of any concurrent prepayments hereunder the Total Outstandings under the FILO Facility would exceed such notice of termination or reduction of the Aggregate FILO Facility Commitments or (y) a FILO Draw Period is then in effect, provided, that notwithstanding the foregoing, Commitment. Any reduction of the Aggregate FILO Facility Commitments may Commitment shall be terminated at applied to the Commitment of each Lender according to its Pro Rata Share. All commitment fees accrued until the effective date of any time in connection with the termination of all the Aggregate Commitment shall be paid on the effective date of the Commitments under this Agreementsuch termination.

Termination or Reduction of Commitments. (a) The Borrowers Borrower Representative may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Commitments, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Commitments, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided, provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three (3) 12:00 p.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers Borrower Representative shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings under the Revolving Credit Facility would exceed the Aggregate Commitments under the Revolving Credit FacilityCommitments, (Biv) if, after giving effect to any reduction of the Aggregate Commitments, the Letter of Credit Sublimit exceeds the amount of the Aggregate Commitments, such Letter of Credit Sublimit shall be automatically reduced by the amount of such excess, and (v) if, after giving effect theretoto any reduction of the Aggregate Commitments, the Outstanding Amount Blackwater Sublimit exceeds the amount of LC Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, (C) the Swing Line Sublimit if, after giving effect thereto, and to any concurrent payments hereunder, the Outstanding Amount of Swing Line Loans hereunder would exceed the Swing Line Sublimit or (D) the Aggregate FILO Facility Commitments if (x) after giving effect thereto and Commitments, such Blackwater Sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any concurrent prepayments hereunder the Total Outstandings under the FILO Facility would exceed such notice of termination or reduction of the Aggregate FILO Facility Commitments or (y) a FILO Draw Period is then in effect, provided, that notwithstanding the foregoing, Commitments. Any reduction of the Aggregate FILO Facility Commitments shall be applied to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination, provided that a notice of termination of the Aggregate Commitments delivered by the Borrower Representative may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be terminated at any time in connection with revoked by the termination of all of Borrower Representative (by notice to the Commitments under this AgreementAdministrative Agent on or prior to the specified effective date) if such condition is not satisfied.

Termination or Reduction of Commitments. (a) The Xxxxxxx-Xxxxxx International on behalf of the Borrowers may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Commitments, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Commitments, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided, provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three (3) five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 1 million or any whole multiple of $1,000,000 1 million in excess thereof, (iii) Xxxxxxx-Xxxxxx International on behalf of the Borrowers shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings under the Revolving Credit Facility would exceed the Aggregate Commitments under or the Revolving Credit FacilityTotal Outstandings held by the Global Lenders would exceed the difference between the Aggregate Commitments over the portion of the Aggregate Commitments held by the Non-Global Lenders and (iv) if, (B) after giving effect to any reduction of the Aggregate Commitments, the Letter of Credit Sublimit ifor the Subsidiary Swingline Borrower Sublimit exceeds the difference between the Aggregate Commitments over the portion of the Aggregate Commitments held by the Non-Global Lenders, after giving effect thereto, such Sublimit shall be automatically reduced by the Outstanding Amount amount of LC Obligations any such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Pro Rata Share. The amount of any such Aggregate Commitment reduction shall not fully Cash Collateralized hereunder would exceed be applied to the Letter of Credit SublimitSublimit or the Subsidiary Swingline Borrower Sublimit unless otherwise specified by Xxxxxxx-Xxxxxx International on behalf of the Borrowers; provided, (C) the Swing Line if Xxxxxxx-Xxxxxx International so elects a Letter of Credit Sublimit if, after giving effect thereto, and to any concurrent payments hereunderor Subsidiary Swingline Borrower Sublimit reduction, the Outstanding Amount reduction shall comply with the proviso in the initial sentence of Swing Line Loans hereunder would exceed this Section 2.06. All fees accrued until the Swing Line Sublimit or (D) effective date of any termination of the Aggregate FILO Facility Commitments if (x) after giving effect thereto and any concurrent prepayments hereunder shall be paid on the Total Outstandings under the FILO Facility would exceed the Aggregate FILO Facility Commitments or (y) a FILO Draw Period is then in effect, provided, that notwithstanding the foregoing, the Aggregate FILO Facility Commitments may be terminated at any time in connection with the termination effective date of all of the Commitments under this Agreementsuch termination.

Termination or Reduction of Commitments. (a) The Borrowers Parent Borrower may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Commitments, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Commitments, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided, provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three (3) 12:00 p.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers Parent Borrower shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings under the Revolving Credit Facility would exceed the Aggregate Commitments under Commitments, and (iv) if, after giving effect to any reduction of the Revolving Credit FacilityAggregate Commitments, (B) the Letter of Credit Sublimit ifor the Swing Line Sublimit, after giving effect theretoexceeds the amount of the Aggregate Commitments, the Outstanding Amount of LC Obligations not fully Cash Collateralized hereunder would exceed the such Letter of Credit Sublimit, (C) Sublimit or the Swing Line Sublimit ifSublimit, after giving effect theretoas the case may be, and to shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any concurrent payments hereunder, the Outstanding Amount such notice of Swing Line Loans hereunder would exceed the Swing Line Sublimit termination or (D) reduction of the Aggregate FILO Facility Commitments if (x) after giving effect thereto and any concurrent prepayments hereunder the Total Outstandings under the FILO Facility would exceed Commitments. Any reduction of the Aggregate FILO Facility Commitments or (y) a FILO Draw Period is then in effect, provided, that notwithstanding shall be applied to the foregoing, Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate FILO Facility Commitments shall be paid on the effective date of such termination, provided that a notice of termination of the Aggregate Commitments delivered by the Parent Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be terminated at any time in connection with revoked by the termination of all of Parent Borrower (by notice to the Commitments under this AgreementAdministrative Agent on or prior to the specified effective date) if such condition is not satisfied.

Termination or Reduction of Commitments. (a) The Borrowers Borrower may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Commitments, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Commitments, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided, provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. 1:00 p.m. three (3) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers Borrower shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings under the Revolving Credit Facility would exceed the Aggregate Commitments under Commitments, and (iv) if, after giving effect to any reduction of the Revolving Credit FacilityAggregate Commitments, (B) the Letter of Credit Sublimit ifor the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, after giving effect thereto, the Outstanding Amount of LC Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, (C) Sublimit shall be automatically reduced by the Swing Line Sublimit if, after giving effect thereto, and to amount of such excess. The Administrative Agent will promptly notify the Lenders of any concurrent payments hereunder, the Outstanding Amount such notice of Swing Line Loans hereunder would exceed the Swing Line Sublimit termination or (D) reduction of the Aggregate FILO Facility Commitments if (x) after giving effect thereto and any concurrent prepayments hereunder the Total Outstandings under the FILO Facility would exceed Commitments. Any reduction of the Aggregate FILO Facility Commitments or (y) a FILO Draw Period is then in effect, provided, that notwithstanding shall be applied to the foregoing, Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate FILO Facility Commitments shall be paid on the effective date of such termination. A notice of Commitment reduction delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or instruments of Indebtedness or the occurrence of any other specified event, in which case such notice may be terminated at any time in connection with revoked by the termination of all of Borrower (by notice to the Commitments under this AgreementAdministrative Agent on or prior to the specified effective date) if such conditions are not satisfied.

Termination or Reduction of Commitments. The Dollar Revolving Commitments, the Limited Currency Revolving Commitments, the Multicurrency Revolving Commitments, the 2020-1 Incremental Revolving Commitments or the Delayed Draw Term A Commitments (aratably among Dollar Revolving Commitments, the Limited Currency Revolving Commitments, the Multicurrency Revolving Commitments, the 2020-1 Incremental Revolving Commitments and the Delayed Draw Term A Commitments, as applicable) The Borrowers may, upon irrevocable hereunder may be permanently reduced in whole or in part by notice from the Lead Parent Borrower to the Administrative Agent, terminate the Aggregate Commitments, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Commitments, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided, provided that (i) any such notice shall thereof must be received by the Administrative Agent not later than 11:00 a.m. three 12:00 noon (3New York time) at least five (5) Business Days prior to the date of reduction or termination and any such reduction or reduction, terminations shall be in a minimum amount of $1.0 million and integral multiples of $1.0 million in excess thereof; and (ii) any such partial reduction shall the Commitments may not be in reduced to an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings under the Revolving Credit Facility would exceed the Aggregate Commitments under the Revolving Credit Facility, (B) the Letter of Credit Sublimit if, after giving effect thereto, less than the Outstanding Amount of LC Loan Obligations not fully Cash Collateralized hereunder would exceed then outstanding thereunder. The Administrative Agent will give prompt notice to the Letter Lenders of Credit Sublimit, (C) any such reduction in Commitments. Any reduction of any Commitments shall be applied to the Swing Line Sublimit if, after giving effect thereto, and Commitment of each applicable Lender according to its Pro Rata Share. All commitment or other fees accrued with respect to any concurrent payments hereunder, Commitment through the Outstanding Amount effective date of Swing Line Loans hereunder would exceed any termination thereof shall be paid on the Swing Line Sublimit or (D) the Aggregate FILO Facility Commitments if (x) after giving effect thereto and any concurrent prepayments hereunder the Total Outstandings under the FILO Facility would exceed the Aggregate FILO Facility Commitments or (y) a FILO Draw Period is then in effect, provided, that notwithstanding the foregoing, the Aggregate FILO Facility Commitments may be terminated at any time in connection with the effective date of such termination. A notice of termination of all of the Commitments under this Agreementdelivered by the Parent Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Parent Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.

Termination or Reduction of Commitments. (a) The Borrowers Borrower may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Revolving Commitments, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Revolving Commitments, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided, that that, except as otherwise agreed by the Administrative Agent in its sole discretion, (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three (3) Business Days prior to the date of such termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers Borrower shall not terminate or reduce (A) the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings under the Revolving Credit Facility would exceed the Aggregate Commitments under Revolving Commitments, and (iv) if, after giving effect to any reduction of the Aggregate Revolving Credit FacilityCommitments, (B) the Letter of Credit Sublimit ifor the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Commitments, after giving effect thereto, the Outstanding Amount of LC Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, (C) Sublimit or the Swing Line Sublimit ifSublimit, after giving effect theretoas applicable, and to shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Revolving Lenders of any concurrent payments hereunder, the Outstanding Amount such notice of Swing Line Loans hereunder would exceed the Swing Line Sublimit termination or (D) reduction of the Aggregate FILO Facility Commitments Revolving Commitments. Any notice delivered by the Borrower pursuant to this Section 2.06(a) may state that such notice is conditioned upon the effectiveness of other transactions, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if (x) after giving effect thereto and any concurrent prepayments hereunder the Total Outstandings under the FILO Facility would exceed such condition is not satisfied. Any reduction of the Aggregate FILO Facility Revolving Commitments or (y) a FILO Draw Period is then in effect, provided, that notwithstanding shall be applied to the foregoing, Revolving Commitment of each Revolving Lender according to its Applicable Revolving Percentage. All fees accrued until the effective date of any termination of the Aggregate FILO Facility Revolving Commitments may shall be terminated at any time in connection with paid on the termination effective date of all of the Commitments under this Agreementsuch termination.

Termination or Reduction of Commitments. (a) The Borrowers Company may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Revolving Commitments, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Revolving Commitments, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided, provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three (3) Business Days prior to the date of termination or reductionreduction (or such shorter period as the Administrative Agent may agree in its sole discretion), (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers Company shall not terminate or reduce (A) the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings under the Revolving Credit Facility would exceed the Aggregate Commitments under Revolving Commitments, and (iv) if, after giving effect to any reduction of the Aggregate Revolving Credit FacilityCommitments, (B) the Letter of Credit Sublimit ifor the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Commitments, after giving effect theretosuch sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Revolving Commitments. If such notice from the Company described above in this paragraph is given in connection with a full or partial refinancing of the Revolving Commitments, such notice may condition the Outstanding Amount reduction or termination upon the effectiveness of LC Obligations such refinancing, in which case such notice may be revoked by the Company (by notice to the Administrative Agent on or prior to the date of the effectiveness of such termination) if such condition is not fully Cash Collateralized hereunder would exceed satisfied. The amount of any such Aggregate Revolving Commitment reduction shall not be applied to the Letter of Credit SublimitSublimit unless otherwise specified by the Company. Any reduction of the Aggregate Revolving Commitments shall be applied to the Commitment of each Lender according to its Applicable Percentage, (C) to the Letter of Credit Commitments in accordance with the Applicable L/C Percentages and to the Swing Line Sublimit if, after giving effect thereto, and to any concurrent payments hereunder, Commitments in accordance with the Outstanding Amount of Applicable Swing Line Loans hereunder would exceed Percentages. All fees accrued until the Swing Line Sublimit or (D) effective date of any termination of the Aggregate FILO Facility Revolving Commitments if (x) after giving effect thereto and any concurrent prepayments hereunder shall be paid on the Total Outstandings under the FILO Facility would exceed the Aggregate FILO Facility Commitments or (y) a FILO Draw Period is then in effect, provided, that notwithstanding the foregoing, the Aggregate FILO Facility Commitments may be terminated at any time in connection with the termination effective date of all of the Commitments under this Agreementsuch termination.

Termination or Reduction of Commitments. (a) The Borrowers Company may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate New Vehicle Floorplan Commitments or the Aggregate Used Vehicle Floorplan Commitments, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Commitments, New Vehicle Floorplan Commitments or the Aggregate FILO Facility Used Vehicle Floorplan Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided, provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three (3) Business Days 30 days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunderreduction of the Aggregate New Vehicle Floorplan Commitments, the Total Outstandings under New Vehicle Floorplan Swing Line Sublimit exceeds the Revolving Credit Facility would exceed amount of the Aggregate Commitments under New Vehicle Floorplan Commitments, such Sublimit shall be automatically reduced by the Revolving Credit Facilityamount of such excess, (Biv) the Letter of Credit Sublimit if, after giving effect theretoto any reduction of the Aggregate Used Vehicle Floorplan Commitments, the Outstanding Amount of LC Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, (C) the Used Vehicle Floorplan Swing Line Sublimit ifexceeds the amount of the Aggregate Used Vehicle Floorplan Commitments, after giving effect theretosuch Sublimit shall be automatically reduced by the amount of such excess, and (v) following any such reduction, no more than 15% of the Aggregate Commitments may be allocated to the Aggregate Used Vehicle Floorplan Commitments. In connection with any concurrent payments hereunderreduction of the Aggregate New Vehicle Floorplan Commitments, the Outstanding Amount of New Vehicle Floorplan Swing Line Loans hereunder would exceed Lender in its discretion may suspend and/or terminate all or a portion of the Swing Line Sublimit then outstanding Payment Commitments or (D) Payoff Letter Commitments which shall be promptly selected by the Company, in an amount that corresponds to the size of said reduction. The Administrative Agent will promptly notify the applicable Lenders of any such notice of termination or reduction of the Aggregate FILO Facility New Vehicle Floorplan Commitments if or Aggregate Used Vehicle Floorplan Commitments. Any reduction of the Aggregate New Vehicle Floorplan Commitments or Aggregate Used Vehicle Floorplan Commitments shall be applied to the Commitment of each Lender in accordance with (x) after giving effect thereto its respective Applicable New Vehicle Floorplan Percentage and any concurrent prepayments hereunder the Total Outstandings under the FILO Facility would exceed the Aggregate FILO Facility Commitments or (y) a FILO Draw Period is then in effectits respective Applicable Used Vehicle Floorplan Percentage, provided, that notwithstanding as the foregoing, case may be. All fees and interest accrued under the New Vehicle Floorplan Facility as of the effective date of any termination of the Aggregate FILO New Vehicle Floorplan Commitments shall be paid on the effective date of such termination; provided that, interest due and payable to the New Vehicle Swing Line Lender (in such capacity) shall be due and payable pursuant to terms acceptable to the New Vehicle Swing Line Lender in its sole discretion. All fees and interest accrued under the Used Vehicle Floorplan Facility Commitments may be terminated at as of the effective date of any time in connection with the termination of all the Aggregate Used Vehicle Floorplan Commitments shall be paid on the effective date of such termination; provided that, interest due and payable to the Commitments under this AgreementUsed Vehicle Swing Line Lender (in such capacity), shall be due and payable pursuant to terms acceptable to the Used Vehicle Swing Line Lender in its sole discretion.

Termination or Reduction of Commitments. (a) The Borrowers Borrower may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Revolving Commitments, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Revolving Commitments, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided, provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three (3) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers Borrower shall not terminate or reduce (A) the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings under the Revolving Credit Facility would exceed the Aggregate Commitments under Revolving Commitments, and (iv) if, after giving effect to any reduction of the Aggregate Revolving Credit FacilityCommitments, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of LC Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, (C) or the Swing Line Sublimit ifexceeds the amount of the Aggregate Revolving Commitments, after giving effect thereto, and to any concurrent payments hereunder, the Outstanding Amount such Letter of Swing Line Loans hereunder would exceed the Credit Sublimit or such Swing Line Sublimit or (D) shall be automatically reduced by the amount of such excess; provided further that, a notice of termination of the Aggregate FILO Facility Revolving Commitments may state that such notice is conditioned upon the effectiveness of other credit facilities or any incurrence or issuance of debt or equity or the occurrence of any other transaction, in which case such notice may be revoked, subject to Section 3.05, by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if (x) after giving effect thereto and such condition is not satisfied. The Administrative Agent will promptly notify the Revolving Lenders of any concurrent prepayments hereunder the Total Outstandings under the FILO Facility would exceed such notice of termination or reduction of the Aggregate FILO Facility Commitments or (y) a FILO Draw Period is then in effect, provided, that notwithstanding the foregoing, Revolving Commitments. Any reduction of the Aggregate FILO Facility Revolving Commitments may shall be terminated at applied to the Revolving Commitment of each Revolving Lender according to its Pro Rata Share. All commitment fees accrued until the effective date of any time in connection with the termination of all the Aggregate Revolving Commitments shall be paid on the effective date of the Commitments under this Agreementsuch termination.

Termination or Reduction of Commitments. (a) The Borrowers Borrower may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Commitments, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Commitments, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided, provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. 1:00 p.m. three (3) Business Days prior to the date of termination or reductionreduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination), (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrowers Borrower shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings under the Revolving Credit Facility would exceed the Aggregate Commitments; provided that the Borrower may terminate the Aggregate Commitments under the Revolving Credit Facility, (B) the Letter of Credit Sublimit if, after giving effect theretoif all Loans have been paid in full, the Outstanding Amount Borrower has Cash Collateralized, or provided other support acceptable to the applicable L/C Issuer(s) for, all outstanding Letters of LC Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, (C) the Swing Line Sublimit if, after giving effect theretoCredit, and to there are no outstanding L/C Borrowings. The Administrative Agent will promptly notify the Lenders of any concurrent payments hereunder, the Outstanding Amount such notice of Swing Line Loans hereunder would exceed the Swing Line Sublimit termination or (D) reduction of the Aggregate FILO Facility Commitments if (x) after giving effect thereto and any concurrent prepayments hereunder the Total Outstandings under the FILO Facility would exceed Commitments. Any reduction of the Aggregate FILO Facility Commitments or (y) a FILO Draw Period is then in effect, provided, that notwithstanding shall be applied to the foregoing, Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate FILO Facility Commitments may shall be terminated at any time in connection with paid on the termination effective date of all of the Commitments under this Agreementsuch termination.

Termination or Reduction of Commitments. (a) The Borrowers Borrower may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Commitments, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Commitments, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided, provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three (3) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers Borrower shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings under the Revolving Credit Facility would exceed the Aggregate Commitments under Commitments, and (iv) if, after giving effect to any reduction of the Revolving Credit FacilityAggregate Commitments, (B) the Letter of Credit Sublimit ifexceeds the amount of the Aggregate Commitments, after giving effect thereto, the Outstanding Amount of LC Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, (C) Sublimit shall be automatically reduced by the Swing Line Sublimit if, after giving effect theretoamount of any such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. A notice of termination of the Aggregate Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, and such notice may be revoked by the Borrower (by notice to any concurrent payments hereunderthe Administrative Agent on or prior to the specified effective date) if such condition is not satisfied; provided, however, the Outstanding Amount Borrower shall be responsible for all reasonable out-of-pocket costs and expenses of Swing Line Loans hereunder would exceed the Swing Line Administrative Agent and the Lenders caused by the revocation of such notice of termination in accordance with Sections 3.05 or 10.04. The amount of any such Aggregate Commitment reduction shall not be applied to the Letter of Credit Sublimit or (D) unless otherwise specified by the Borrower. Any reduction of the Aggregate FILO Facility Commitments if (x) after giving effect thereto and shall be applied to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any concurrent prepayments hereunder the Total Outstandings under the FILO Facility would exceed termination of the Aggregate FILO Facility Commitments or (y) a FILO Draw Period is then in effect, provided, that notwithstanding shall be paid on the foregoing, the Aggregate FILO Facility Commitments may be terminated at any time in connection with the termination effective date of all of the Commitments under this Agreementsuch termination.

Termination or Reduction of Commitments. (a) The Borrowers Borrower may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Commitments, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit Sublimit, or from time to time permanently reduce the Aggregate Commitments, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided, provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three (3) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers Borrower shall not terminate or reduce the (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings under the Revolving Credit Facility would exceed the Aggregate Commitments under the Revolving Credit FacilityCommitments, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of LC L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Swing Line Sublimit if, after giving effect thereto, thereto and to any concurrent payments prepayments hereunder, the Outstanding Amount of Swing Line Loans hereunder would exceed the Swing Line Sublimit or Sublimit, and (Div) the Aggregate FILO Facility Commitments if (x) if, after giving effect thereto and to any concurrent prepayments hereunder the Total Outstandings under the FILO Facility would exceed reduction of the Aggregate FILO Facility Commitments or (y) a FILO Draw Period is then in effect, provided, that notwithstanding the foregoingCommitments, the Letter of Credit Sublimit or the Swing Line Sublimit, as applicable, exceeds the amount of the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit, as applicable, shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments may shall be terminated at applied to the Commitment of each Lender according to its Pro Rata Share. All fees accrued until the effective date of any time in connection with the termination of all the Aggregate Commitments shall be paid on the effective date of such termination. Any reduction of the Letter of Credit Sublimit shall be applied to reduce the L/C Commitments under this Agreementof the L/C Issuers on a pro rata basis among them, unless otherwise agreed by the Borrower and all L/C Issuers.

Termination or Reduction of Commitments. (a) The Borrowers Borrower may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Commitments, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Commitments, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided, provided that (ia) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three (3) five Business Days prior to the date of termination or reduction, (iib) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iiic) the Borrowers Borrower shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings under the Revolving Credit Facility would exceed the Aggregate Commitments under the Revolving Credit FacilityCommitments, and (Bd) the Letter of Credit Sublimit if, after giving effect theretoto any reduction of the Aggregate Commitments, the Outstanding Amount of LC Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, (C) Alternative Currency Sublimit or the Swing Line Sublimit ifexceeds the amount of the Aggregate Commitments, after giving effect thereto, and to any concurrent payments hereundersuch Sublimit shall be automatically reduced by the amount of such excess. Except as provided in the preceding sentence, the Outstanding Amount amount of Swing Line Loans hereunder would exceed any such Aggregate Commitment reduction shall not be applied to the Alternative Currency Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrower. The Administrative Agent will promptly notify the Lenders of any such notice of termination or (D) reduction of the Aggregate FILO Facility Commitments if (x) after giving effect thereto and any concurrent prepayments hereunder the Total Outstandings under the FILO Facility would exceed Commitments. Any reduction of the Aggregate FILO Facility Commitments or (y) a FILO Draw Period is then in effect, provided, that notwithstanding shall be applied to the foregoing, Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate FILO Facility Commitments shall be paid on the effective date of such termination. A notice of termination of the Aggregate Commitments may state that such notice is conditioned upon the effectiveness of other credit facilities, and if any notice so states it may be terminated at revoked by the Borrower by notice to the Administrative Agent on or prior to the date specified for the termination of the Aggregate Commitments that the refinancing condition has not been met and the termination is to be revoked, provided that the Borrower will continue to be responsible for any time costs or expenses pursuant to Section 3.05 in connection with the termination of all of the Commitments under this Agreementfailure to prepay Loans resulting from such revocation.

Termination or Reduction of Commitments. (a) The Borrowers mayPrior to or upon the Closing Date, upon irrevocable notice from the Lead Borrower to may permanently reduce the Administrative Agent, terminate the Aggregate Term A-3 Commitments, the Aggregate FILO Facility Term A-5 Commitments and/or Revolving Commitments in whole, or in part ratably (except as provided in Section 10.13) among the Lenders of the applicable Facility, in the case of Term A-3 Commitments and Term A-5 Commitments, in integral multiples of $1,000,000 or any whole multiple of $500,000 in excess thereof and, in the Letter case of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Revolving Commitments, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided, that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three (3) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount integral multiples of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) in each case, by giving the Borrowers Administrative Agent notice of such reduction not later than 11:00 a.m. on any Business Day, which notice shall not terminate or reduce (A) specify the Aggregate Commitments if, after giving effect thereto to be reduced and to the amount of any concurrent prepayments hereunder, the Total Outstandings under the Revolving Credit Facility would exceed the Aggregate Commitments under the Revolving Credit Facility, (B) the Letter such reduction; provided that a notice of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of LC Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, (C) the Swing Line Sublimit if, after giving effect thereto, and to any concurrent payments hereunder, the Outstanding Amount of Swing Line Loans hereunder would exceed the Swing Line Sublimit or (D) the Aggregate FILO Facility Commitments if (x) after giving effect thereto and any concurrent prepayments hereunder the Total Outstandings under the FILO Facility would exceed the Aggregate FILO Facility Commitments or (y) a FILO Draw Period is then in effect, provided, that notwithstanding the foregoing, the Aggregate FILO Facility Commitments may be terminated at any time in connection with the termination of all of the Commitments under may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or condition, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date of such termination) if such condition is not satisfied. If the Closing Date occurs, the Term A-3 Commitments and the Term A-5 Commitments shall be automatically and permanently reduced to zero upon the borrowing of the Term A-3 Loans and Term A-5 Loans on the Closing Date. In the event that the Closing Date shall not have occurred on or prior to the Termination Date, each Lender’s Commitment shall automatically terminate at 11:59:59 p.m. on the Termination Date and each Lender shall upon such termination have no further obligation to make any Loans hereunder. Unless terminated earlier pursuant to subsection (b) below, the Revolving Commitments shall be automatically and permanently reduced to zero on the Revolving Commitments Maturity Date applicable to such Revolving Commitments. Notwithstanding anything to contrary and for the avoidance of doubt, the provisions of this AgreementSection 2.06(a) shall permit any reduction of Commitments on a Facility by Facility basis and on a non-pro rata basis across Facilities (but not within a single Facility), in each case, as selected by the Borrower in its sole discretion.

Termination or Reduction of Commitments. (a) The Borrowers Borrower may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Commitments, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Commitments, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit in whole or the Swing Line Sublimitin part; provided, provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. 12:00 p.m. three (3) Business Days prior to the date of termination or reduction, (ii) any such termination or reduction shall be made on a pro rata basis, (iii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iiiiv) the Borrowers Borrower shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings under the Revolving Credit Facility would exceed the Aggregate Commitments under Commitments, and (v) if, after giving effect to any reduction of the Revolving Credit FacilityAggregate Commitments, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of LC Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, (C) or the Swing Line Sublimit ifexceeds the amount of the Aggregate Commitments, after giving effect theretosuch Sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination. A notice of termination of the Aggregate Commitments may state that such notice is conditioned upon the effectiveness of other credit facilities or other financing transactions, and to if any concurrent payments hereunder, the Outstanding Amount of Swing Line Loans hereunder would exceed the Swing Line Sublimit or (D) the Aggregate FILO Facility Commitments if (x) after giving effect thereto and any concurrent prepayments hereunder the Total Outstandings under the FILO Facility would exceed the Aggregate FILO Facility Commitments or (y) a FILO Draw Period is then in effect, provided, that notwithstanding the foregoing, the Aggregate FILO Facility Commitments notice so states it may be terminated at any time in connection with revoked by the Borrower by notice to the Administrative Agent on or prior to the date specified for the termination of all of the Aggregate Commitments under this Agreementthat the refinancing condition has not been met and the termination is to be revoked.

Termination or Reduction of Commitments. (a) The Borrowers Borrower may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Commitments, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Commitments, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided, provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three (3) 12:00 p.m. two Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 1,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrowers Borrower shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings under the Revolving Credit Facility would exceed the Aggregate Commitments under the Revolving Credit FacilityCommitments; provided, (B) the Letter further that a notice of Credit Sublimit if, after giving effect thereto, the Outstanding Amount termination or permanent reduction of LC Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, (C) the Swing Line Sublimit if, after giving effect thereto, and to any concurrent payments hereunder, the Outstanding Amount of Swing Line Loans hereunder would exceed the Swing Line Sublimit or (D) the Aggregate FILO Facility Commitments delivered by the Borrower may state that such notice is conditioned upon the satisfaction of one or more conditions precedent described therein, in which case, such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if (x) after giving effect thereto and such condition is, or conditions are, not satisfied. The Administrative Agent will promptly notify the Lenders of any concurrent prepayments hereunder the Total Outstandings under the FILO Facility would exceed such notice of termination or reduction of the Aggregate FILO Facility Commitments or (y) a FILO Draw Period is then in effect, provided, that notwithstanding the foregoing, Commitments. Any reduction of the Aggregate FILO Facility Commitments may shall be terminated at applied to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any time in connection with the termination of all the Aggregate Commitments shall be paid on the effective date of the Commitments under this Agreementsuch termination.

Termination or Reduction of Commitments. (a) The Borrowers Borrower may, at its discretion on any date, upon irrevocable written notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Commitments, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Commitments, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided, provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three (3) five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of at least $1,000,000 in excess thereofor, if less, the entire Aggregate Commitments and (iii) the Borrowers Borrower shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings under (plus the Revolving Credit Facility greater of (A) the Aggregate Unfunded Amount minus Cash credited to the Unfunded Exposure Account (not to exceed the Aggregate Unfunded Amount and excluding Excluded Amounts) and (B) zero) would exceed the Aggregate Commitments. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments under shall be applied to the Revolving Credit Facility, (B) Commitment of each Lender according to its Applicable Percentage. All fees accrued until the Letter effective date of Credit Sublimit if, after giving effect theretoany termination of the Aggregate Commitments shall be paid on the effective date of such termination. Notwithstanding anything herein to the contrary, the Outstanding Amount of LC Obligations Borrower may rescind any such notice not fully Cash Collateralized hereunder later than 1:00 p.m. on the Business Day before such termination was scheduled to take place if such termination would exceed the Letter of Credit Sublimit, (C) the Swing Line Sublimit if, after giving effect thereto, and to any concurrent payments hereunder, the Outstanding Amount of Swing Line Loans hereunder would exceed the Swing Line Sublimit or (D) the Aggregate FILO Facility Commitments if (x) after giving effect thereto and any concurrent prepayments hereunder the Total Outstandings under the FILO Facility would exceed the Aggregate FILO Facility Commitments or (y) have resulted from a FILO Draw Period is then in effect, provided, that notwithstanding the foregoing, the Aggregate FILO Facility Commitments may be terminated at any time in connection with the termination of all refinancing of the Commitments under this AgreementCommitments, which refinancing will not be consummated or will otherwise be delayed.

Termination or Reduction of Commitments. (a) The Borrowers Company may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Commitments, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit Commitments or from time to time permanently reduce the Aggregate Commitments, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided, provided that (ia) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three (3) Business Days prior to the date of termination or reductionreduction (or such shorter period of time as the Administrative Agent may determine), (iib) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iiic) any such notice may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may, subject to Section 3.05, be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied, (d) any such partial reduction shall be applied to reduce each Sublimit then in effect in a manner that will allow such reduction of the Aggregate Commitments to be applied pro rata across the Commitments of all the Lenders according to their Applicable Percentages with respect to the Aggregate Commitments, as determined by the Company in consultation with the Administrative Agent, (e) the Borrowers Company shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings under the Revolving Credit Facility would exceed the Aggregate Commitments under Commitments, and (f) if, after giving effect to any reduction of the Revolving Credit FacilityAggregate Commitments, (B) the Letter of Credit Sublimit ifor the Swing Line Sublimit exceeds the amount of the Aggregate Commitments or, if less, the Company Sublimit, such sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments and of the amount of each of the Sublimits after giving effect thereto, the Outstanding Amount . The amount of LC Obligations any such Aggregate Commitment reduction shall not fully Cash Collateralized hereunder would exceed reduce the Letter of Credit Sublimit, Sublimit unless otherwise specified by the Company or unless required by proviso (Ce) of this Section. For the Swing Line Sublimit if, after giving effect thereto, avoidance of doubt and to any concurrent payments hereunder, the Outstanding Amount of Swing Line Loans hereunder would exceed the Swing Line Sublimit or (D) the Aggregate FILO Facility Commitments if (x) after giving effect thereto and any concurrent prepayments hereunder the Total Outstandings under the FILO Facility would exceed the Aggregate FILO Facility Commitments or (y) a FILO Draw Period is then in effect, provided, that notwithstanding the foregoing, the Aggregate FILO Facility Commitments may be terminated at any time in connection with proviso (c) of this Section, any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Applicable Percentage with respect to the Aggregate Commitments (and not with respect to any Designated Borrower Sublimit). All fees accrued until the effective date of any termination of all the Aggregate Commitments shall be paid on the effective date of the Commitments under this Agreementsuch termination.

Termination or Reduction of Commitments. (a) The Borrowers may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate CommitmentsCommitments and this Agreement, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Commitments, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line SublimitCommitments under this Agreement; provided, provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three (3) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrowers shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments prepayment and/or Cash Collateralization hereunder, the Total Outstandings under the Revolving Credit Facility would exceed the Aggregate Commitments. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Pro Rata Share; provided that, during any period in which a Lender is a Defaulting Lender, the Borrowers may (in their discretion) apply all or any portion to be specified by the Borrowers of any optional reduction of unused Aggregate Commitments under this Section 2.05 to the Revolving Credit Facility, unused Commitments of any one or more Defaulting Lenders specified by the Borrowers (Bwhich application may result in a change of the Pro Rata Shares of the Lenders) before applying any remaining reduction to the Letter unused Commitments of Credit Sublimit if, after giving effect thereto, all Lenders in accordance with their Pro Rata Shares. All fees accrued until the Outstanding Amount effective date of LC Obligations not fully Cash Collateralized hereunder would exceed the Letter any termination of Credit Sublimit, (C) the Swing Line Sublimit if, after giving effect thereto, and to any concurrent payments hereunder, the Outstanding Amount of Swing Line Loans hereunder would exceed the Swing Line Sublimit or (D) the Aggregate FILO Facility Commitments if (x) after giving effect thereto and any concurrent prepayments hereunder shall be paid on the Total Outstandings under the FILO Facility would exceed the Aggregate FILO Facility Commitments or (y) a FILO Draw Period is then in effect, provided, that notwithstanding the foregoing, the Aggregate FILO Facility Commitments may be terminated at any time in connection with effective date of such termination. Notwithstanding the termination of all the Aggregate Commitments, this Agreement shall not terminate, and the obligations of the Commitments Borrowers under this AgreementAgreement shall continue, until all Letters of Credit have expired, been replaced or been terminated and each Unreimbursed Amount and all interest, fees and other amounts payable hereunder have been paid in full.

Termination or Reduction of Commitments. (a) The Borrowers Borrower may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Commitments, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Commitments, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided, provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. 2:00 p.m. three (3) Business Days prior to the date of termination or five Business Days prior to the date of reduction, as the case may be, (ii) any such notice shall be irrevocable (except if such termination notice is being furnished in connection with a refinancing of the Obligations, such notice may be conditional upon the consummation of such refinancing; provided that the Borrower would still be required to reimburse Lenders under Section 3.05 for any losses, costs or expenses incurred as a result of any such notice being revoked by the Borrower), (iii) any such partial reduction shall be in an aggregate amount of $5,000,000 5.0 million or any whole multiple of $1,000,000 1.0 million in excess thereof, (iiiiv) the Borrowers Borrower shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings under the Revolving Credit Facility would exceed the Aggregate Commitments under the Revolving Credit FacilityCommitments, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of LC L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, and (C) the Swing Line Sublimit if, after giving effect thereto, and to any concurrent payments hereunder, the Outstanding Amount of Swing Line Loans hereunder would exceed the Swing Line Sublimit Sublimit, and (v) with respect to the Commitments, any such termination or reduction shall apply proportionately and permanently to reduce the Commitments of each of the Lenders of such Class, except that, notwithstanding the foregoing, (A) the Borrower may allocate any termination or reduction of Commitments among Classes of Commitments either (1) ratably among Classes or (D2) first to the Aggregate FILO Facility Commitments if with respect to any Existing Commitments and second to any Extended Commitments and (B) in connection with the establishment on any date of any Extended Commitments pursuant to Section 2.16, the Existing Commitments of any one or more Lenders providing any such Extended Commitments on such date shall be reduced in an amount equal to the amount of Specified Existing Commitments so extended on such date (provided that (x) after giving effect thereto to any such reduction and to the repayment of any Loans made on such date, the aggregate Outstanding Amount of the Loans (other than Swing Line Loans) of any such Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans does not exceed the lesser of such Lender’s Commitment or such Lender’s Applicable Percentage of the Borrowing Base (such calculation being determined in each case, for the avoidance of doubt, exclusive of such Lender’s Extended Commitment and any concurrent prepayments hereunder the Total Outstandings under the FILO Facility would exceed the Aggregate FILO Facility Commitments or exposure in respect thereof) and (y) a FILO Draw Period is then for the avoidance of doubt, any such repayment of Loans contemplated by the preceding clause shall be made in effect, provided, that notwithstanding the foregoing, the Aggregate FILO Facility Commitments may be terminated at any time in connection compliance with the termination requirements of all Section 2.12 with respect to the ratable allocation of payments hereunder, with such allocation being determined after giving effect to any conversion pursuant to Section 2.16 of Existing Commitments and Existing Loans into Extended Commitments and Extended Loans respectively, and prior to any reduction being made to the Commitments under this AgreementCommitment of any other Lender).

Termination or Reduction of Commitments. (a) The Borrowers may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate CommitmentsCommitments and this Agreement, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Commitments, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line SublimitCommitments under this Agreement; provided, provided that (ia) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three (3) Business Days prior to the date of termination or reduction, (iib) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iiic) the Borrowers shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments prepayment and/or Cash Collateralization hereunder, the Total Outstandings under the Revolving Credit Facility would exceed the Aggregate Commitments; and provided, further, that a notice of termination or reduction of the Aggregate Commitments under this Section 2.05 may state that such notice is conditioned upon the Revolving Credit Facilityoccurrence of one or more events specified therein, in which case such notice may be revoked by the Borrowers (Bby notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. The Administrative Agent will promptly notify the Letter Lenders of Credit Sublimit ifany such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments pursuant to this Section 2.05 shall be applied to the Commitment of each Lender according to its Pro Rata Share; provided that, after giving effect theretoduring any period in which a Lender is a Defaulting Lender, the Outstanding Amount Borrowers may (in their discretion) apply all or any portion to be specified by the Borrowers of LC Obligations any optional reduction of unused Aggregate Commitments under this Section 2.05 to the unused Commitments of any one or more Defaulting Lenders specified by the Borrowers (which application may result in a change of the Pro Rata Shares of the Lenders, but shall not fully Cash Collateralized hereunder would exceed increase any Lender’s Commitment) before applying any remaining reduction to the Letter unused Commitments of Credit Sublimit, (C) all Lenders in accordance with their Pro Rata Shares. All fees accrued until the Swing Line Sublimit if, after giving effect thereto, and to effective date of any concurrent payments hereunder, the Outstanding Amount termination of Swing Line Loans hereunder would exceed the Swing Line Sublimit or (D) the Aggregate FILO Facility Commitments if (x) after giving effect thereto and any concurrent prepayments hereunder shall be paid on the Total Outstandings under the FILO Facility would exceed the Aggregate FILO Facility Commitments or (y) a FILO Draw Period is then in effect, provided, that notwithstanding the foregoing, the Aggregate FILO Facility Commitments may be terminated at any time in connection with effective date of such termination. Notwithstanding the termination of all the Aggregate Commitments, this Agreement shall not terminate, and the obligations of the Commitments Borrowers under this AgreementAgreement shall continue, until all Letters of Credit have expired, been replaced or been terminated and each Unreimbursed Amount and all interest, fees and other amounts payable hereunder have been paid in full.

Termination or Reduction of Commitments. (a) The Borrowers mayBorrower shall have the right, upon irrevocable notice from the Lead Borrower delivered to the Administrative Agent, terminate the Aggregate Commitments, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Commitments, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided, that (i) any such notice shall be received by the Administrative Agent not no later than 11:00 a.m. 1:00 P.M., New York City time, at least three (3) Business Days prior to the proposed date of termination or reduction, (ii) to terminate the Revolving Commitments or, from time to time, to reduce the amount of the Revolving Commitments of any Class; provided that no such termination or reduction shall be permitted if, after giving effect thereto and to any prepayments of the Revolving Loans or Swingline Loans made on the effective date thereof, the Revolving Extensions of Credit under such Class of Revolving Commitments of any Revolving Lender would exceed such Revolving Lender’s Revolving Commitment of such Class. Any such partial reduction shall be in an aggregate amount of equal to $5,000,000 10,000,000, or any a whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings under permanently the Revolving Credit Facility would exceed the Aggregate Commitments under then in effect and shall be applied to reduce the Revolving Credit FacilityCommitments of any Class as the Borrower may designate, (B) but in any event, in the Letter case of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of LC Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, (C) the Swing Line Sublimit if, after giving effect thereto, and to any concurrent payments hereunder, the Outstanding Amount of Swing Line Loans hereunder would exceed the Swing Line Sublimit or (D) the Aggregate FILO Facility Revolving Commitments if (x) after giving effect thereto and any concurrent prepayments hereunder the Total Outstandings under the FILO Facility would exceed the Aggregate FILO Facility Commitments or (y) a FILO Draw Period is then in effect, provided, that notwithstanding the foregoing, the Aggregate FILO Facility Commitments may be terminated at any time in connection with the termination same Revolving Termination Date, on a pro rata basis among such Revolving Commitments based on the respective amount of all such Revolving Commitments of each Revolving Lender. Each notice delivered by the Commitments Borrower pursuant to this Section shall be irrevocable, provided that such notice may state that it is conditioned upon the effectiveness of other credit facilities (including under this Agreement) or incurrence of other Indebtedness, the consummation of a particular Disposition, the occurrence of a change of control or other event), in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.

Termination or Reduction of Commitments. (a) The Borrowers Company may, at its discretion, upon irrevocable written notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Commitments, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Commitments, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided, provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three (3) five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of at least $1,000,000 in excess thereofor, if less, the entire Aggregate Commitments and (iii) the Borrowers Company shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings under the Revolving Credit Facility would exceed the Aggregate Commitments. The Borrower will be required to pay the Makewhole Fee, applicable amounts under Sections 3.01 and 3.05 and other amounts applicable for the terminated portion of the Facility; provided that a Makewhole Fee will not be payable in the event that (i) Borrower exercises the right to terminate or reduce the Facility described in this Section 2.04 following the assertion of claims for additional amounts under Sections 3.01 and 3.04 that exceed an amount equal to 0.10% per annum times the Aggregate Commitments under or (ii) Borrower exercises the Revolving Credit Facilityright to terminate the Facility (in whole) described in this Section 2.04 if (A) not less than 20 Business Days prior to such exercise, Borrower requested in writing the consent of the Administrative Agent and the Required Lenders to (x) a proposed Permitted Reorganization or (y) the Investment Adviser ceasing to be an Affiliate of Borrower Parent, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of LC Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, at least 10 Business Days have passed since such request and (C) Borrower has not received such consents. The Administrative Agent will promptly notify the Swing Line Sublimit if, after giving effect thereto, and to Lenders of any concurrent payments hereunder, the Outstanding Amount such notice of Swing Line Loans hereunder would exceed the Swing Line Sublimit termination or (D) reduction of the Aggregate FILO Facility Commitments if (x) after giving effect thereto and any concurrent prepayments hereunder the Total Outstandings under the FILO Facility would exceed Commitments. Any reduction of the Aggregate FILO Facility Commitments or (y) a FILO Draw Period is then in effect, provided, that notwithstanding shall be applied to the foregoing, Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate FILO Facility Commitments may shall be terminated at any time in connection with paid on the termination effective date of all of the Commitments under this Agreementsuch termination.

Termination or Reduction of Commitments. (a) The Borrowers may, upon irrevocable notice from by the Lead Borrower Partnership to the Administrative Agent, terminate the Aggregate Commitments, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit Sublimit, or from time to time permanently reduce the Aggregate Commitments, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided, provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three (3) noon five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, thereof and (iii) the Borrowers shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings under the Revolving Credit Facility would exceed the Aggregate Commitments under the Revolving Credit FacilityCommitments, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of LC L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, Sublimit or (C) the Swing Line Sublimit if, after giving effect thereto, thereto and to any concurrent payments prepayments hereunder, the Outstanding Amount of Swing Line Loans hereunder would exceed the Swing Line Sublimit. The Administrative Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, the Swing Line Sublimit or (D) the Aggregate FILO Facility Commitments if (x) after giving effect thereto and any concurrent prepayments hereunder the Total Outstandings under the FILO Facility would exceed the Aggregate FILO Facility Commitments or (y) a FILO Draw Period is then in effect, provided, that notwithstanding the foregoing, the Aggregate FILO Facility Commitments may be terminated at any time in connection with the termination of all of the Commitments under this AgreementSection 2.06. Upon any reduction of the Aggregate Commitments, the Commitment of each Lender shall be reduced by such Lender’s Applicable Percentage of such reduction amount. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) The Borrowers Borrower may, at its discretion on any date, upon irrevocable written notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Commitments, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Commitments, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided, provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three (3) five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of at least $5,000,000 or any whole multiple of $1,000,000 in excess thereof500,000 or, if less, the entire Aggregate Commitments, (iii) the Borrowers Borrower shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings under the Revolving Credit Facility would exceed the Aggregate Commitments, and (iv) the Alternative Currency Sublimits will remain a percentage of the Aggregate Commitments under (i.e., will reduce pro rata with the Revolving Credit Facility, (BAggregate Commitments) and the Letter of Credit Sublimit if, after giving effect theretowill be reduced pro rata with the Aggregate Commitments. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination. Notwithstanding anything herein to the contrary, the Outstanding Amount of LC Obligations Borrower may rescind any such notice not fully Cash Collateralized hereunder later than 1:00 p.m. on the Business Day before such termination was scheduled to take place if such termination would exceed the Letter of Credit Sublimit, (C) the Swing Line Sublimit if, after giving effect thereto, and to any concurrent payments hereunder, the Outstanding Amount of Swing Line Loans hereunder would exceed the Swing Line Sublimit or (D) the Aggregate FILO Facility Commitments if (x) after giving effect thereto and any concurrent prepayments hereunder the Total Outstandings under the FILO Facility would exceed the Aggregate FILO Facility Commitments or (y) have resulted from a FILO Draw Period is then in effect, provided, that notwithstanding the foregoing, the Aggregate FILO Facility Commitments may be terminated at any time in connection with the termination of all refinancing of the Commitments under this AgreementCommitments, which refinancing shall not be consummated or shall otherwise be delayed.

Termination or Reduction of Commitments. (a) The Borrowers may, upon irrevocable written notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Commitments, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Commitments, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided, provided that (i) any such notice shall be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. three 12:00 noon five (35) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) after giving effect to any partial reduction of the Aggregate Commitments, the remaining Aggregate Commitments shall be greater than or equal to $25,000,000, (iv) the Borrowers shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings under the Revolving Credit Facility would exceed the lesser of (x) the Aggregate Commitments under then in effect and (y) the Revolving Credit FacilityBorrowing Base Amount at such time, (Bv) the Letter of Credit Sublimit if, after giving effect theretoto any reduction of the Aggregate Commitments, the Outstanding Amount of LC Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, (C) the Swing Line Sublimit ifexceeds the amount of the Aggregate Commitments, after giving effect thereto, and to any concurrent payments hereunder, the Outstanding Amount of Swing Line Loans hereunder would exceed the Swing Line Sublimit or shall be automatically reduced by the amount of such excess and (Dvi) the Aggregate FILO Facility Commitments if (x) after giving effect thereto Borrowers shall, jointly and severally, pay any concurrent prepayments hereunder the Total Outstandings amounts required to be paid under the FILO Facility would exceed the Aggregate FILO Facility Commitments or (y) a FILO Draw Period is then in effect, provided, that notwithstanding the foregoing, the Aggregate FILO Facility Commitments may be terminated at Section 3.05 resulting from any time prepayment of Revolving Credit Loans made in connection with such termination or reduction of Commitments; provided further, that any such notice delivered in connection with a termination in full of the Aggregate Commitments, due to a refinancing of the Loans with the proceeds of such refinancing, may be, if expressly so stated to be, contingent upon the consummation of such refinancing (any such contingent termination notice being referred to herein as a “Contingent Commitment Termination Notice”) and may be revoked by the Borrowers in the event such refinancing is not consummated (and the Borrowers shall, jointly and severally, pay any amounts required to be paid under Section 3.05 resulting from any such revocation of such notice). The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of all the Aggregate Commitments shall be paid on the effective date of the Commitments under this Agreementsuch termination.

Termination or Reduction of Commitments. (a) The Borrowers Company may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Commitments, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Commitments, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided, provided that (ia) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three (3) five Business Days prior to the date of termination or reduction, (iib) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iiic) the Borrowers Company shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings under the Revolving Credit Facility would exceed the Aggregate Commitments, and (d) if, after giving effect to any reduction of the Aggregate Commitments under (plus any Cash Collateralization of the Revolving Credit FacilityL/C Obligations hereunder), (B) the Letter of Credit Sublimit ifor the Swing Line Sublimit exceeds the amount of the Aggregate Commitments (plus any Cash Collateralization of the L/C Obligations hereunder), after giving effect thereto, such sublimit shall be automatically reduced by the Outstanding Amount amount of LC Obligations not fully Cash Collateralized hereunder would exceed such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Letter of Credit Sublimit, (C) the Swing Line Sublimit ifSwingline Sublimit, after giving effect thereto, and to any concurrent payments hereunder, the Outstanding Amount of Swing Line Loans hereunder would exceed the Swing Line Sublimit or (D) the Aggregate FILO Facility Commitments Commitments. Any notice delivered by the Company pursuant to this Section 2.06 may state that such notice is conditioned upon the effectiveness of one or more events specified therein, in which case such notice may be revoked by the Company (by notice to the Administrative Agent on or prior to the specified effective date) if (x) after giving effect thereto and any concurrent prepayments hereunder the Total Outstandings under the FILO Facility would exceed such condition is not satisfied. Any reduction of the Aggregate FILO Facility Commitments or (y) a FILO Draw Period is then in effect, provided, that notwithstanding shall be applied to the foregoingCommitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination. On the Full Availability Expiration Date, the Aggregate FILO Facility Commitments may shall be terminated at any time automatically reduced by $1,250,000,000, which reduction shall be allocated to reduce each Lender’s Commitment ratably in connection accordance with the termination Lenders’ respective Commitments; provided that for the avoidance of all of doubt, no such reduction shall reduce or otherwise affect the Commitments under this AgreementInterim Availability.

Termination or Reduction of Commitments. (a) The Borrowers mayBorrower shall have the right, upon irrevocable notice from the Lead Borrower delivered to the Administrative Agent, terminate the Aggregate Commitments, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Commitments, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided, that (i) any such notice shall be received by the Administrative Agent not no later than 11:00 a.m. 1:00 P.M., New York City time, at least three (3) Business Days prior to the proposed date of termination or reduction, (ii) to terminate the Revolving Commitments or, from time to time, to reduce the amount of the Revolving Commitments; provided that no such termination or reduction shall be permitted if, after giving effect thereto and to any prepayments of the Revolving Loans or Swingline Loans made on the effective date thereof, the Revolving Extensions of Credit of any Revolving Lender would exceed such partial Revolving Lender’s Revolving Commitment. Any such reduction shall be in an aggregate amount of equal to $5,000,000 10,000,000, or any a whole multiple of $1,000,000 in excess thereof, (iii) shall reduce permanently the Borrowers Revolving Commitments then in effect and shall not terminate or be applied to reduce (A) the Aggregate Revolving Commitments ifof the Revolving Lenders as the Borrower may designate, after giving effect thereto and but in any event, in the case of Revolving Commitments with the same Revolving Termination Date, on a pro rata basis among such Revolving Commitments based on the respective amount of such Revolving Commitments of each Revolving Lender. Each notice delivered by the Borrower pursuant to any concurrent prepayments hereunderthis Section shall be irrevocable, provided that such notice may state that it is conditioned upon the effectiveness of other credit facilities, the Total Outstandings under consummation of a particular Disposition or the Revolving Credit Facility would exceed the Aggregate Commitments under the Revolving Credit Facilityoccurrence of a change of control, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of LC Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, (C) the Swing Line Sublimit if, after giving effect thereto, and to any concurrent payments hereunder, the Outstanding Amount of Swing Line Loans hereunder would exceed the Swing Line Sublimit or (D) the Aggregate FILO Facility Commitments if (x) after giving effect thereto and any concurrent prepayments hereunder the Total Outstandings under the FILO Facility would exceed the Aggregate FILO Facility Commitments or (y) a FILO Draw Period is then in effect, provided, that notwithstanding the foregoing, the Aggregate FILO Facility Commitments which case such notice may be terminated at any time in connection with revoked by the termination of all of Borrower (by notice to the Commitments under this AgreementAdministrative Agent on or prior to the specified effective date) if such condition is not satisfied.

Termination or Reduction of Commitments. (a) The Borrowers Borrower may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Commitments, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Commitments, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided, provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three (3) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers Borrower shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings under the Revolving Credit Facility would exceed the Aggregate Commitments under Commitments, and (iv) if, after giving effect to any reduction of the Revolving Credit FacilityAggregate Commitments, (B) the Alternative Currency Sublimit, the Bid Loan Sublimit or the Letter of Credit Sublimit ifexceeds the amount of the Aggregate Commitments, after giving effect theretosuch Sublimit shall be automatically reduced by the amount of any such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. A notice of termination of the Aggregate Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, and such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied; provided, however, the Outstanding Amount Borrower shall be responsible for all reasonable out-of-pocket costs and expenses of LC Obligations the Administrative Agent and the Lenders caused by the revocation of such notice of termination in accordance with Sections 3.05 or 10.04. The amount of any such Aggregate Commitment reduction shall not fully Cash Collateralized hereunder would exceed be applied to the Alternative Currency Sublimit, the Bid Loan Sublimit or the Letter of Credit Sublimit, (C) Sublimit unless otherwise specified by the Swing Line Sublimit if, after giving effect thereto, and to any concurrent payments hereunder, the Outstanding Amount Borrower. Any reduction of Swing Line Loans hereunder would exceed the Swing Line Sublimit or (D) the Aggregate FILO Facility Commitments if (x) after giving effect thereto and shall be applied to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any concurrent prepayments hereunder the Total Outstandings under the FILO Facility would exceed termination of the Aggregate FILO Facility Commitments or (y) a FILO Draw Period is then in effect, provided, that notwithstanding shall be paid on the foregoing, the Aggregate FILO Facility Commitments may be terminated at any time in connection with the termination effective date of all of the Commitments under this Agreementsuch termination.

Termination or Reduction of Commitments. (a) The Borrowers may, upon irrevocable notice from the Lead Administrative Borrower to the Administrative Agent, terminate the Aggregate Revolving Loan Commitments, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Revolving Loan Commitments, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided, provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three 12:00 p.m. five (35) Business Days prior to the date of termination or reductionreduction (provided that a notice of termination of the Aggregate Revolving Loan Commitments may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or condition, in which case such notice may be revoked by the Administrative Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied), (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers shall not terminate or reduce (A) the Aggregate Revolving Loan Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings under the Revolving Credit Facility would exceed the Aggregate Commitments under Revolving Loan Commitments, and (iv) if, after giving effect to any reduction of the Revolving Credit FacilityLoan Commitments, (B) the Letter of Credit Sublimit ifor the Swing Line Sublimit exceeds the amount of the Revolving Loan Commitment, after giving effect thereto, the Outstanding Amount of LC Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, (C) Sublimit and/or the Swing Line Sublimit ifSublimit, after giving effect theretoas applicable, and to shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any concurrent payments hereunder, the Outstanding Amount such notice of Swing Line Loans hereunder would exceed the Swing Line Sublimit termination or (D) reduction of the Aggregate FILO Facility Commitments if (x) after giving effect thereto and any concurrent prepayments hereunder the Total Outstandings under the FILO Facility would exceed Revolving Loan Commitments. Any reduction of the Aggregate FILO Facility Revolving Loan Commitments or (y) a FILO Draw Period is then in effectshall be applied to the Revolving Loan Commitment of each Revolving Lender, providedas the case may be, that notwithstanding according to its Applicable Percentage thereof. All commitment fees accrued until the foregoing, effective date of any termination of the Aggregate FILO Facility Revolving Loan Commitments may shall be terminated at any time in connection with paid on the termination effective date of all of the Commitments under this Agreementsuch termination.

Termination or Reduction of Commitments. (a) The Borrowers Borrower may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Commitments, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Commitments, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided, provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. noon three (3) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 1,000,000 or any whole multiple of $1,000,000 500,000 in excess thereof, (iii) the Borrowers Borrower shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings under the Revolving Credit Facility would exceed the Aggregate Commitments under of all the Revolving Credit FacilityLenders and (iv) if, (B) after giving effect to any reduction of the Aggregate Commitments, the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of LC Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, (C) or the Swing Line Sublimit ifexceeds the amount of the Aggregate Commitments, after giving effect thereto, and such Sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Revolver Lender according to its Applicable Percentage. All fees accrued up to the effective date of any concurrent payments hereundertermination of the Aggregate Commitments shall be paid on the effective date of such termination. Notwithstanding anything in this Section 2.06 to the contrary, the Outstanding Amount Borrower may rescind any notice of Swing Line Loans hereunder would exceed the Swing Line Sublimit or (D) termination in full of the Aggregate FILO Facility Commitments if (x) after giving effect thereto and any concurrent prepayments hereunder the Total Outstandings under the FILO Facility would exceed the Aggregate FILO Facility Commitments or (y) a FILO Draw Period is then in effect, provided, that notwithstanding the foregoing, the Aggregate FILO Facility Commitments may be terminated at any time in connection with the termination of all the Lenders under this Section 2.06 not later than 1:00 p.m. on the Business Day before such termination was scheduled to take place if such termination would have resulted from a refinancing of the Commitments under this Agreement.Loans, which financing shall not be consummated or shall otherwise be delayed. 42 [SEMGROUP ENERGY PARTNERS CREDIT AGREEMENT]

Termination or Reduction of Commitments. (a) The Borrowers Revolving Borrower may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Commitments, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Commitments, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided, provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three (3) five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers Revolving Borrower shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings under the Revolving Credit Facility would exceed the Aggregate Commitments under the Revolving Credit FacilityCommitments, and (Biv) the Letter of Credit Sublimit if, after giving effect theretoto any reduction of the Aggregate Commitments, the Outstanding Amount of LC Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, (C) the Swing Line Sublimit if, after giving effect thereto, and to any concurrent payments hereunderSublimit, the Outstanding Amount of Swing Line Loans hereunder would exceed the New Vehicle Swing Line Sublimit or (D) any Within Line Limitation exceeds the amount of the Aggregate FILO Facility Commitments if (x) after giving effect thereto and Commitments, such sublimit or Within Line Limitation shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any concurrent prepayments hereunder the Total Outstandings under the FILO Facility would exceed such notice of termination or reduction of the Aggregate FILO Facility Commitments. Any reduction of the Aggregate Commitments or (y) a FILO Draw Period is then in effect, provided, that notwithstanding shall be applied to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination. Notwithstanding the foregoing, the Aggregate FILO Facility Commitments Revolving Borrower may be terminated at rescind or postpone any time in connection with the notice of termination of any Commitments if such termination would have resulted from a refinancing of all or a portion of the Commitments under this Agreementhereunder, which refinancing shall not be consummated or shall otherwise be delayed.

Termination or Reduction of Commitments. (a) The Borrowers Borrower may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Revolving Commitments, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Revolving Commitments, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided, provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three (3) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers Borrower shall not terminate or reduce (A) the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings under the Revolving Credit Facility would exceed the Aggregate Commitments under Revolving Commitments, and (iv) if, after giving effect to any reduction of the Aggregate Revolving Credit FacilityCommitments, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of LC Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, (C) or the Swing Line Sublimit ifexceeds the amount of the Aggregate Revolving Commitments, after giving effect thereto, and to any concurrent payments hereunder, the Outstanding Amount such Letter of Swing Line Loans hereunder would exceed the Credit Sublimit or such Swing Line Sublimit or (D) shall be automatically reduced by the amount of such excess; provided further that, a notice of termination of the Aggregate FILO Facility Revolving Commitments may state that such notice is conditioned upon the effectiveness of other credit facilities or any incurrence or issuance of debt or equity or the occurrence of any other transaction, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if (x) after giving effect thereto and such condition is not satisfied. The Administrative Agent will promptly notify the Revolving Lenders of any concurrent prepayments hereunder the Total Outstandings under the FILO Facility would exceed such notice of termination or reduction of the Aggregate FILO Facility Commitments or (y) a FILO Draw Period is then in effect, provided, that notwithstanding the foregoing, Revolving Commitments. Any reduction of the Aggregate FILO Facility Revolving Commitments may shall be terminated at applied to the Revolving Commitment of each Revolving Lender according to its Pro Rata Share or in such other manner agreed to in writing on the Third Amendment Effective Date by the Required Lenders. All commitment fees accrued until the effective date of any time in connection with the termination of all the Aggregate Revolving Commitments shall be paid on the effective date of the Commitments under this Agreementsuch termination.

Termination or Reduction of Commitments. (a) The Borrowers mayParent shall have the right, upon irrevocable not less than three Business Days’ notice from (or shorter notice period approved by the Lead Borrower Administrative Agent) to the Administrative Agent, to terminate the Aggregate Revolving Commitments or the Tranche A Term Commitments, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently time, to reduce the Aggregate Commitments, amount of the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit Revolving Commitments or the Swing Line Sublimit; provided, Tranche A Term Commitments; provided that (i) any no such notice termination or reduction of Revolving Commitments shall be received by the Administrative Agent not later than 11:00 a.m. three (3) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers shall not terminate or reduce (A) the Aggregate Commitments permitted if, after giving effect thereto and to any concurrent prepayments hereunderof the Revolving Loans and Swingline Loans made on the effective date thereof, the Total Outstandings under the Revolving Extensions of Credit Facility would exceed the Aggregate Commitments under the Total Revolving Credit FacilityCommitments. Any such partial reduction shall be in an amount equal to $1,000,000, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of LC Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, (C) the Swing Line Sublimit if, after giving effect theretoor a whole multiple thereof, and to any concurrent payments hereunder, shall reduce permanently the Outstanding Amount of Swing Line Loans hereunder would exceed the Swing Line Sublimit or (D) the Aggregate FILO Facility applicable Commitments if (x) after giving effect thereto and any concurrent prepayments hereunder the Total Outstandings under the FILO Facility would exceed the Aggregate FILO Facility Commitments or (y) a FILO Draw Period is then in effect, provided, that notwithstanding . Each reduction of the Revolving Commitments shall be made ratably among the Revolving Lenders in accordance with their respective Revolving Commitments and each reduction of the Tranche A Term Commitments shall be made ratably among the Tranche A Term Lenders in accordance with their respective Tranche A Term Commitment. Notwithstanding the foregoing, the Aggregate FILO Facility Commitments Parent may be terminated at rescind or postpone any time in connection with the notice of termination of all any of the Commitments under this Agreementif such termination would have resulted from a refinancing of all or any portion of any Facility or Facilities, which refinancing shall not be consummated or otherwise shall be delayed. To the extent not previously terminated, all unused Tranche A Term Commitments hereunder shall terminate on the earlier of (i) the Closing Date (after giving effect to the Loans made on such date) and (ii) 11:59 p.m. (New York City time) on the date that is five Business Days after the Outside Date (as defined in and determined in accordance with the terms of the Merger Agreement as in effect on December 13, 2021). To the extent not previously terminated, all Revolving Commitments shall terminate at 11:59 p.m. (New York City time) on the date that is five Business Days after the Outside Date (as defined in and determined in accordance with the terms of the Merger Agreement as in effect on December 13, 2021) unless the Closing Date has occurred on or prior to such date.

Termination or Reduction of Commitments. (a) The Borrowers Borrower may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Revolving Commitments, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Revolving Commitments, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided, provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three (3) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers Borrower shall not terminate or reduce (A) the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings under the Revolving Credit Facility would exceed the Aggregate Commitments under Revolving Commitments, and (iv) if, after giving effect to any reduction of the Aggregate Revolving Credit FacilityCommitments, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of LC Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, (C) or the Swing Line Sublimit ifexceeds the amount of the Aggregate Revolving Commitments, after giving effect thereto, and to any concurrent payments hereunder, the Outstanding Amount such Letter of Swing Line Loans hereunder would exceed the Credit Sublimit or such Swing Line Sublimit or (D) shall be automatically reduced by the amount of such excess; provided further that, a notice of termination of the Aggregate FILO Facility Revolving Commitments may state that such notice is conditioned upon the effectiveness of other credit facilities or any incurrence or issuance of debt or equity or the occurrence of any other transaction, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if (x) after giving effect thereto and such condition is not satisfied. The Administrative Agent will promptly notify the Revolving Lenders of any concurrent prepayments hereunder the Total Outstandings under the FILO Facility would exceed such notice of termination or reduction of the Aggregate FILO Facility Commitments or (y) a FILO Draw Period is then in effect, provided, that notwithstanding the foregoing, Revolving Commitments. Any reduction of the Aggregate FILO Facility Revolving Commitments may shall be terminated at applied to the Revolving Commitment of each Revolving Lender according to its Pro Rata Share. All commitment fees accrued until the effective date of any time in connection with the termination of all the Aggregate Revolving Commitments shall be paid on the effective date of the Commitments under this Agreementsuch termination.

Termination or Reduction of Commitments. (a) The Borrowers Borrower may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Revolving Credit Commitments, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Revolving Credit Commitments, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided, provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three 12:00 noon five (35) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrowers Borrower shall not terminate or reduce (A) the Aggregate Revolving Credit Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings under the aggregate Revolving Credit Facility Exposure would exceed the Aggregate Commitments under Revolving Credit Commitments. The Administrative Agent will promptly notify the Revolving Credit Facility, (B) Lenders of any such notice of termination or reduction of the Letter Revolving Credit Commitments. Any reduction of the Aggregate Revolving Credit Sublimit if, after giving effect theretoCommitments shall be applied to the Revolving Credit Commitment of each Revolving Credit Lender according to its Pro Rata Share. All fees accrued until the effective date of any termination of the Aggregate Revolving Credit Commitments shall be paid on the effective date of such termination. Notwithstanding anything herein to the contrary, the Outstanding Amount Borrower may rescind any notice of LC Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, (C) the Swing Line Sublimit if, after giving effect thereto, and to any concurrent payments hereunder, the Outstanding Amount of Swing Line Loans hereunder would exceed the Swing Line Sublimit or (D) the Aggregate FILO Facility Commitments if (x) after giving effect thereto and any concurrent prepayments hereunder the Total Outstandings under the FILO Facility would exceed the Aggregate FILO Facility Commitments or (y) a FILO Draw Period is then in effect, provided, that notwithstanding the foregoing, the Aggregate FILO Facility Commitments may be terminated at any time in connection with the termination of all of the Revolving Credit Commitments under this AgreementSection 2.06 not later than 1:00 p.m. on the Business Day before such termination was scheduled to take place if such termination would have resulted from a refinancing of the Aggregate Revolving Credit Commitments, which refinancing shall not be consummated or shall otherwise be delayed. Notwithstanding anything else to the contrary contained herein, the Term Loan Commitments in effect on the Closing Date shall automatically terminate at the earlier to occur of (a) 5:00 p.m. on the Closing Date and (b) the making of the Term Loans pursuant to Section 2.01(b).

Termination or Reduction of Commitments. (a) The Borrowers mayBorrower shall have the right, upon irrevocable notice from the Lead Borrower delivered to the Administrative Agent, terminate the Aggregate Commitments, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Commitments, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided, that (i) any such notice shall be received by the Administrative Agent not no later than 11:00 a.m. 1:00 P.M., New York City time, at least three (3) Business Days prior to the proposed date of termination or reduction, (ii) to terminate the Revolving Commitments or, from time to time, to reduce the amount of the Revolving Commitments; provided that no such termination or reduction shall be permitted if, after giving effect thereto and to any prepayments of the Revolving Loans or Swingline Loans made on the effective date thereof, the Revolving Extensions of Credit of any Revolving Lender would exceed such partial Revolving Lender's Revolving Commitment. Any such reduction shall be in an aggregate amount of equal to $5,000,000 10,000,000, or any a whole multiple of $1,000,000 in excess thereof, (iii) shall reduce permanently the Borrowers Revolving Commitments then in effect and shall not terminate or be applied to reduce (A) the Aggregate Revolving Commitments ifof the Revolving Lenders as the Borrower may designate, after giving effect thereto and but in any event, in the case of Revolving Commitments with the same Revolving Termination Date, on a pro rata basis among such Revolving Commitments based on the respective amount of such Revolving Commitments of each Revolving Lender. Each notice delivered by the Borrower pursuant to any concurrent prepayments hereunderthis Section shall be irrevocable, provided that such notice may state that it is conditioned upon the effectiveness of other credit facilities, the Total Outstandings under consummation of a particular Disposition or the Revolving Credit Facility would exceed the Aggregate Commitments under the Revolving Credit Facilityoccurrence of a change of control, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of LC Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, (C) the Swing Line Sublimit if, after giving effect thereto, and to any concurrent payments hereunder, the Outstanding Amount of Swing Line Loans hereunder would exceed the Swing Line Sublimit or (D) the Aggregate FILO Facility Commitments if (x) after giving effect thereto and any concurrent prepayments hereunder the Total Outstandings under the FILO Facility would exceed the Aggregate FILO Facility Commitments or (y) a FILO Draw Period is then in effect, provided, that notwithstanding the foregoing, the Aggregate FILO Facility Commitments which case such notice may be terminated at any time in connection with revoked by the termination of all of Borrower (by notice to the Commitments under this AgreementAdministrative Agent on or prior to the specified effective date) if such condition is not satisfied.

Termination or Reduction of Commitments. (a) The Borrowers may, upon irrevocable Commitments hereunder may be permanently terminated or reduced in whole or in part by notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Commitments, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Commitments, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided, provided that (i) any such notice shall thereof must be received by the Administrative Agent not later than 11:00 a.m. three 12:00 noon (3New York time) at least five (5) Business Days prior to the date of reduction or termination and any such reduction or reduction, terminations shall be in a minimum amount of $1.0 million and integral multiples of $1.0 million in excess thereof; (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers Borrower shall not terminate or reduce (A) the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings under the Revolving Credit Facility would exceed the Aggregate Commitments under the Revolving Credit Facility, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of LC Obligations not fully and Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, (C) the Swing Line Sublimit if, after giving effect thereto, and to any concurrent payments Collateralization hereunder, the Outstanding Amount of Swing Line Loans hereunder would exceed the Swing Line Sublimit or (D) the Aggregate FILO Facility Commitments if (x) after giving effect thereto and any concurrent prepayments hereunder the Total Outstandings under the FILO Facility Revolving Obligations thereunder would exceed the Aggregate FILO Facility Commitments Revolving Commitments; and (iii) if, after giving effect to any reduction or (y) a FILO Draw Period is then in effect, provided, that notwithstanding termination of the foregoingAggregate Revolving Commitments, the Alternative Currency Sublimit, the L/C Sublimit or the Swingline Sublimit exceeds the amount of the Aggregate FILO Facility Commitments may Revolving Commitments, such sublimit shall be terminated at automatically reduced by the amount of such excess. The Administrative Agent will give prompt notice to the Lenders of any time in connection with the such termination of all or reduction in Commitments. Except as provided in clause (iii) above, the amount of any reduction of the Aggregate Revolving Commitments shall not be applied to the Alternative Currency Sublimit, the L/C Sublimit or the Swingline Sublimit unless otherwise specified by the Borrower. Any termination or reduction of any Revolving Commitments shall be applied to the Revolving Commitment of each applicable Lender according to its Revolving Commitment Percentage. All commitment or other fees accrued with respect to any Commitment through the effective date of any termination thereof shall be paid on the effective date of such termination. A notice of termination of the Commitments under this Agreementdelivered by the Borrower shall be irrevocable except that such notice may state that it is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.

Termination or Reduction of Commitments. (a) The Borrowers Company may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Commitments, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Commitments, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided, provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three (3) five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers Company shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings under the Revolving Credit Facility would exceed the Aggregate Commitments under the Revolving Credit FacilityCommitments, and (Biv) the Letter of Credit Sublimit if, after giving effect theretoto any reduction of the Aggregate Commitments, the Outstanding Amount of LC Obligations not fully Cash Collateralized hereunder would exceed Alternative Currency Sublimit, the Letter of Credit Sublimit, (C) the HIL Sublimit, the Designated Borrower Sublimit or the Swing Line Sublimit ifexceeds the amount of the Aggregate Commitments, after giving effect theretosuch Sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Except as set forth in clause (iv) above, and the amount of any such Aggregate Commitment reduction shall not be applied to any concurrent payments hereunderSublimit unless otherwise specified by the Company. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination. Not more than two times per fiscal year, a notice to reduce the Aggregate Commitments hereunder may state that it is conditioned upon the effectiveness of other credit facilities or the incurrence of other Indebtedness, the Outstanding Amount consummation of Swing Line Loans hereunder would exceed a particular Disposition or the Swing Line Sublimit or (D) the Aggregate FILO Facility Commitments if (x) after giving effect thereto and any concurrent prepayments hereunder the Total Outstandings under the FILO Facility would exceed the Aggregate FILO Facility Commitments or (y) occurrence of a FILO Draw Period is then Change of Control, in effect, provided, that notwithstanding the foregoing, the Aggregate FILO Facility Commitments which case such notice may be terminated at any time in connection with revoked by the termination of all of applicable Borrower(s) (by notice to the Commitments under this AgreementAdministrative Agent on or prior to the specified commitment reduction date) if such condition is not satisfied.

Termination or Reduction of Commitments. (a) The Borrowers Company may, upon irrevocable notice from the Lead Borrower to the Administrative AgentAgent (which notice may state that such notice is conditioned upon the consummation of a transaction which is contemplated to result in termination or reduction of the Aggregate Commitments, in which case such notice may be revoked by the Company (by notice to the Administrative Agent on or prior to the specified termination or reduction date) if such condition is not satisfied), terminate the Aggregate Commitments, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Commitments, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided, that (ia) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three (3) Business Days prior to the date of termination or reduction, (iib) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iiic) the Borrowers Company shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings under the Revolving Credit Facility Outstanding Amount of Committed Loans, Bid Loans, Swing Line Loans and L/C Obligations would exceed the Aggregate Commitments under and (d) if, after giving effect to any reduction of the Revolving Credit FacilityAggregate Commitments, (B) the Alternative Currency Sublimit, the Bid Loan Sublimit, the Letter of Credit Sublimit ifor the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, after giving effect theretosuch Sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. The amount of any such Aggregate Commitment reduction shall be applied to the U.S. Dollar Sublimit, the Outstanding Amount Alternative Currency Sublimit, any other Applicable Sublimit and each of LC Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, (C) Sublimits as specified by the Swing Line Sublimit if, after giving effect thereto, and to any concurrent payments hereunder, the Outstanding Amount Company. Any reduction of Swing Line Loans hereunder would exceed the Swing Line Sublimit or (D) the Aggregate FILO Facility Commitments if (x) after giving effect thereto and shall be applied to the Commitment of each Committed Loan Lender according to its Applicable Percentage. All fees accrued until the effective date of any concurrent prepayments hereunder the Total Outstandings under the FILO Facility would exceed termination of the Aggregate FILO Facility Commitments or (y) a FILO Draw Period is then in effect, provided, that notwithstanding shall be paid on the foregoing, the Aggregate FILO Facility Commitments may be terminated at any time in connection with the termination effective date of all of the Commitments under this Agreementsuch termination.

Termination or Reduction of Commitments. (a) The Co-Borrowers may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Commitments, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Commitments, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided, provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three (3) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000.00 or any whole multiple of $1,000,000 1,000,000.00 in excess thereof, (iii) the Co-Borrowers shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings under the Revolving Credit Facility would exceed the Aggregate Commitments under Commitments, and (iv) if, after giving effect to any reduction of the Revolving Credit FacilityAggregate Commitments, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of LC Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, (C) or the Swing Line Sublimit if, after giving effect thereto, and to any concurrent payments hereunder, exceeds the Outstanding Amount amount of Swing Line Loans hereunder would exceed the Swing Line Sublimit or (D) the Aggregate FILO Facility Commitments if (x) after giving effect thereto and Commitments, such Sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any concurrent prepayments hereunder the Total Outstandings under the FILO Facility would exceed such notice of termination or reduction of the Aggregate FILO Facility Commitments or (y) a FILO Draw Period is then in effect, provided, that notwithstanding the foregoing, Commitments. Any reduction of the Aggregate FILO Facility Commitments shall be applied to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination. A notice of termination delivered by Co-Borrowers may state that such notice is conditioned upon the effectiveness of other credit facilities in which case such notice may be terminated at revoked by Co-Borrowers (by notice to Administrative Agent on or prior to the specified effective date) if such condition is not satisfied and so long as Co-Borrowers shall have paid any time amounts required to be paid to Administrative Agent, any L/C Issuer or any Lender pursuant to this Agreement in connection with the termination such notice of all of the Commitments under this Agreementprepayment.

Termination or Reduction of Commitments. (a) The Borrowers Borrower may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Commitments, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit Sublimit, or from time to time permanently reduce the Aggregate Commitments, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided, provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three (3) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 25,000,000 or any whole multiple of $1,000,000 in excess thereof, thereof and (iii) the Borrowers Borrower shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, (x) the Total Outstandings under the Revolving Credit Facility would exceed the Aggregate Commitments under or (y) during the Revolving Credit FacilitySenior Notes Preference Period, the Total Outstandings would exceed the Senior Notes Preference Period Threshold, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of LC L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Swing Line Sublimit if, after giving effect thereto, thereto and to any concurrent payments prepayments hereunder, the Outstanding Amount of Swing Line Loans hereunder would exceed the Letter of Credit Sublimit; provided further that any notice to reduce or terminate the Aggregate Commitments may be contingent upon the consummation of the refinancing of this Agreement or other transaction, and may be revoked if such refinancing or transaction is not consummated, and if so revoked, the Aggregate Commitments shall not be so reduced or terminated as requested in such notice. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. The amount of any such Aggregate Commitment reduction shall not be applied to the Swing Line Sublimit or (D) the Aggregate FILO Facility Commitments if (x) after giving effect thereto and any concurrent prepayments hereunder Letter of Credit Sublimit unless otherwise specified by the Total Outstandings under the FILO Facility would exceed the Aggregate FILO Facility Commitments or (y) a FILO Draw Period is then in effect, provided, that notwithstanding the foregoing, the Aggregate FILO Facility Commitments may be terminated at any time in connection with the termination of all of the Commitments under this AgreementBorrower.

Termination or Reduction of Commitments. (a) The Borrowers Borrower may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Commitments, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Commitments, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided, provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. 1:00 p.m., New York City time, three (3) Business Days prior to the date of termination or reductionreduction (or such shorter period as may be agreed by the Administrative Agent in its sole discretion), (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any (unless the Aggregate Commitments are less than such amount) a whole multiple of $US$1,000,000 in excess thereof, and (iii) the Borrowers Borrower shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings under the Revolving Credit Facility would exceed the Aggregate Commitments under the Revolving Credit Facility, (B) the Letter Commitments. A notice of Credit Sublimit if, after giving effect thereto, the Outstanding Amount termination or reduction of LC Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, (C) the Swing Line Sublimit if, after giving effect thereto, and to any concurrent payments hereunder, the Outstanding Amount of Swing Line Loans hereunder would exceed the Swing Line Sublimit or (D) the Aggregate FILO Facility Commitments Commitment may state that such termination or reduction is conditioned upon the occurrence of one or more events specified therein, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the date of such termination or reduction) if (x) after giving effect thereto and any concurrent prepayments hereunder applicable condition is not satisfied. The Administrative Agent will promptly notify the Total Outstandings under the FILO Facility would exceed Lenders of any such notice of termination or reduction of the Aggregate FILO Facility Commitments. Any reduction of the Aggregate Commitments or (y) a FILO Draw Period is then in effect, provided, that notwithstanding shall be applied to the foregoingCommitment of each Lender according to its Applicable Percentage. Unless previously terminated, the Aggregate FILO Facility Commitments may be terminated shall automatically terminate at any time in connection with 5:00 p.m., New York City time, on the Maturity Date. Any reduction or termination of all the Aggregate Commitments shall be permanent. All unpaid fees accrued pursuant to Section 2.07(a) until the effective date of any reduction or termination of the Aggregate Commitments (in the case of any reduction, in respect of the aggregate amount of the Commitments under this Agreementsubject to such reduction) shall be paid on the effective date of such reduction or termination.

Termination or Reduction of Commitments. (a) The Borrowers Borrower may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Commitments, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Commitments, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided, provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three five (35) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of Ten Million Dollars ($5,000,000 10,000,000) or any whole multiple of One Million Dollars ($1,000,000 1,000,000) in excess thereof, (iii) the Borrowers Borrower shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings under the Revolving Credit Facility would exceed the Aggregate Commitments under Commitments, and (iv) if, after giving effect to any reduction of the Revolving Credit FacilityAggregate Commitments, (B) the Letter of Credit Sublimit if, after giving effect thereto, exceeds the Outstanding Amount amount of LC Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, (C) the Swing Line Sublimit if, after giving effect thereto, and to any concurrent payments hereunder, the Outstanding Amount of Swing Line Loans hereunder would exceed the Swing Line Sublimit or (D) the Aggregate FILO Facility Commitments Commitments, such Sublimit shall be automatically reduced by the amount of such excess. Any notice of termination delivered pursuant to this Section may state that such notice is conditioned upon the occurrence of one or more events specified therein, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if (x) after giving effect thereto and such condition is not satisfied. The Administrative Agent will promptly notify the Lenders of any concurrent prepayments hereunder the Total Outstandings under the FILO Facility would exceed such notice of termination or reduction of the Aggregate FILO Facility Commitments or (y) a FILO Draw Period is then in effect, provided, that notwithstanding the foregoing, Commitments. Any reduction of the Aggregate FILO Facility Commitments may shall be terminated at applied to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any time in connection with the termination of all the Aggregate Commitments shall be paid on the effective date of the Commitments under this Agreementsuch termination.

Termination or Reduction of Commitments. (a) The Borrowers Company may, at its discretion, and upon irrevocable notice from the Lead Borrower to the Administrative Agent, on any date terminate the Aggregate Commitments, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit Commitments or from time to time time, permanently reduce the Aggregate Commitments, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided, provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three (3) five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of at least $5,000,000 or any whole multiple 1,000,000 and in multiples of $1,000,000 500,000 in excess thereofthereof or, if less, the entire Aggregate Commitments (iii) the Borrowers Company shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings under the Revolving Credit Facility would exceed the Aggregate Commitments. Each optional termination of the Aggregate Commitments under shall be allocated between the Revolving Credit FacilityClass A Loan Commitment and Class A-1 Loan Commitment at the election of the Borrower; provided, (B) however, that in no event may the Letter Borrower effect a termination of Credit Sublimit ifthe Class A-1 Loan Commitment in whole or in part that would result in a Class A-1 Loan Fraction that is lower than the Class A-1 Loan Fraction as of the Closing Date. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any termination of the Class A Loan Commitment shall be applied to the Class A Loan Commitment of each Lender, after giving effect theretoand any termination of the Class A-1 Loan Commitment shall be applied to the Class A-1 Loan Commitment of each Lender, in each case, according to its Applicable Loan Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination. Notwithstanding anything herein to the contrary, the Outstanding Amount of LC Obligations Borrower may rescind any such notice not fully Cash Collateralized hereunder later than 1:00 p.m. on the Business Day before such termination was scheduled to take place if such termination would exceed the Letter of Credit Sublimit, (C) the Swing Line Sublimit if, after giving effect thereto, and to any concurrent payments hereunder, the Outstanding Amount of Swing Line Loans hereunder would exceed the Swing Line Sublimit or (D) the Aggregate FILO Facility Commitments if (x) after giving effect thereto and any concurrent prepayments hereunder the Total Outstandings under the FILO Facility would exceed the Aggregate FILO Facility Commitments or (y) have resulted from a FILO Draw Period is then in effect, provided, that notwithstanding the foregoing, the Aggregate FILO Facility Commitments may be terminated at any time in connection with the termination of all refinancing of the Commitments under this AgreementCommitments, which refinancing will not be consummated or will otherwise be delayed.

Termination or Reduction of Commitments. (a) The Borrowers may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate CommitmentsCommitments and this Agreement, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Commitments, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line SublimitCommitments under this Agreement; provided, provided that (ia) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three (3) Business Days prior to the date of termination or reduction, (iib) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iiic) the Borrowers shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments prepayment and/or Cash Collateralization hereunder, the Total Outstandings under the Revolving Credit Facility would exceed the Aggregate Commitments; and provided, further, that a notice of termination or reduction of the Aggregate Commitments under this Section 2.05 may state that such notice is conditioned upon the Revolving Credit Facilityoccurrence of one or more events specified therein, in which case such notice may be revoked by the Borrowers (Bby notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. The Administrative Agent will promptly notify the Letter Lenders of Credit Sublimit ifany such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments pursuant to this Section 2.05 shall be applied to the Commitment of each Lender according to its Pro Rata Share; provided that, after giving effect theretoduring any period in which a Lender is a Defaulting Lender, the Outstanding Amount Borrowers may (in their discretion) apply all or any portion to be specified by the Borrowers of LC Obligations not fully Cash Collateralized hereunder would exceed any optional reduction of unused Aggregate Commitments under this Section 2.05 to the Letter unused Commitments of Credit Sublimit, any one or more Defaulting Lenders specified by the Borrowers (Cwhich application may result in a change of the Pro Rata Shares of the Lenders) before applying any remaining reduction to the Swing Line Sublimit if, after giving effect thereto, and to unused Commitments of all Lenders in accordance with their Pro Rata Shares. All fees accrued until the effective date of any concurrent payments hereunder, the Outstanding Amount termination of Swing Line Loans hereunder would exceed the Swing Line Sublimit or (D) the Aggregate FILO Facility Commitments if (x) after giving effect thereto and any concurrent prepayments hereunder shall be paid on the Total Outstandings under the FILO Facility would exceed the Aggregate FILO Facility Commitments or (y) a FILO Draw Period is then in effect, provided, that notwithstanding the foregoing, the Aggregate FILO Facility Commitments may be terminated at any time in connection with effective date of such termination. Notwithstanding the termination of all the Aggregate Commitments, this Agreement shall not terminate, and the obligations of the Commitments Borrowers under this AgreementAgreement shall continue, until all Letters of Credit have expired, been replaced or been terminated and each Unreimbursed Amount and all interest, fees and other amounts payable hereunder have been paid in full.

Termination or Reduction of Commitments. (a) The Borrowers Company may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate (USD) Commitments or the Aggregate (MC) Commitments, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Commitments, (USD) Commitments or the Aggregate FILO Facility (MC) Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided, provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. 12:00 noon three (3) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 1,000,000 or any whole multiple of $1,000,000 100,000 in excess thereof, (iii) the Borrowers Company shall not terminate or reduce (A) the Aggregate (USD) Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total (USD) Outstandings under the Revolving Credit Facility would exceed the Aggregate (USD) Commitments under the Revolving Credit Facility, or (B) the Aggregate (MC) Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the aggregate Outstanding Amount of all Committed (MC) Loans would exceed the Aggregate (MC) Commitments, and (iv) if, after giving effect to any reduction of the Aggregate (USD) Commitments, the Canadian Dollar Letter of Credit Sublimit, the Letter of Credit Sublimit ifor the Swing Line Sublimit exceeds the amount of the Aggregate (USD) Commitments, after giving effect thereto, such Sublimit shall be automatically reduced by the Outstanding Amount amount of LC Obligations such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate (USD) Commitments or the Aggregate (MC) Commitments. The amount of any such Aggregate (USD) Commitment reduction shall not fully Cash Collateralized hereunder would exceed be applied to the Canadian Dollar Letter of Credit Sublimit, (C) the Letter of Credit Sublimit or the Swing Line Sublimit ifunless otherwise specified by the Company, after giving effect thereto, and to any concurrent payments hereunder, the Outstanding Amount except as otherwise provided in clause (iv) above. Any reduction of Swing Line Loans hereunder would exceed the Swing Line Sublimit or (D) the Aggregate FILO Facility (USD) Commitments if shall be applied to the USD Commitment of each Lender according to its Applicable (xUSD) after giving effect thereto and any concurrent prepayments hereunder the Total Outstandings under the FILO Facility would exceed Percentage. Any reduction of the Aggregate FILO Facility (MC) Commitments or shall be applied to the MC Commitment of each Lender according to its Applicable Percentage with respect to the Committed (y) a FILO Draw Period is then in effect, provided, that notwithstanding the foregoing, the Aggregate FILO Facility Commitments may be terminated at any time in connection with the termination of all of the Commitments under this Agreement.MC)

Termination or Reduction of Commitments. (a) The Borrowers Borrower may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Facility A Aggregate Commitments or the Facility B Aggregate Commitments, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Facility A Aggregate Commitments or the Facility B Aggregate Commitments, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided, provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three (3) Business Days prior to the date of termination or reduction, (ii) any such partial reduction of either Facility A Aggregate Commitments or Facility B Aggregate Commitments shall be in an aggregate amount of $5,000,000 3,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers Borrower shall not terminate or reduce (A) the Facility A Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings under aggregate Outstanding Amount of Facility A Committed Loans plus the Revolving Credit Facility aggregate Outstanding Amount of all L/C Obligations plus the Outstanding Amount of all Swing Line Loans would exceed the Facility A Aggregate Commitments, (iv) the Borrower shall not terminate or reduce the Facility B Aggregate Commitments under if, after giving effect thereto and to any concurrent prepayments hereunder, the Revolving Credit Facilityaggregate Outstanding Amount of Facility B Committed Loans would exceed the Facility B Aggregate Commitments and (v) if, (B) after giving effect to any reduction of the Facility A Aggregate Commitments, the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of LC Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, (C) or the Swing Line Sublimit ifexceeds the amount of the Facility A Aggregate Commitments, after giving effect thereto, and to such Sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any concurrent payments hereunder, the Outstanding Amount such notice of Swing Line Loans hereunder would exceed the Swing Line Sublimit termination or (D) reduction of the Aggregate FILO Commitments. Any reduction of the Facility A Aggregate Commitments if (x) after giving effect thereto shall be applied to the Facility A Commitment of each Facility A Lender according to its Pro Rata Share and any concurrent prepayments hereunder reduction of the Total Outstandings under Facility B Aggregate Commitments shall be applied to the FILO Facility would exceed B Commitment of each Facility B Lender according to its Pro Rata Share. All fees accrued until the effective date of any termination of the Aggregate FILO Facility Commitments or (y) a FILO Draw Period is then in effect, provided, that notwithstanding shall be paid on the foregoing, the Aggregate FILO Facility Commitments may be terminated at any time in connection with the termination effective date of all of the Commitments under this Agreementsuch termination.

Termination or Reduction of Commitments. (a) The Borrowers Company may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Commitments, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Commitments, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided, provided that (i) any such notice shall will be received by the Administrative Agent not later than 11:00 10:00 a.m. three (3) five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall will be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers shall Company will not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings under the Revolving Credit Facility would exceed the Aggregate Commitments under Commitments, unless the Revolving Credit FacilityTotal Outstandings consist solely of the Outstanding Amount of L/C Obligations and the Company has concurrently Cash Collateralized the Outstanding Amount of L/C Obligations, and (Biv) if, after giving effect to any reduction of the Aggregate Commitments, the Letter of Credit Sublimit ifor the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, after giving effect theretosuch sublimit will be automatically reduced by the amount of such excess. A notice of termination of the Aggregate Commitments delivered by the Company pursuant to this Section 2.07 may state that such notice is conditioned on the effectiveness of other credit facilities or the availability of a source of funds for the prepayment in full of the Obligations under this Agreement, in which case, such notice may be revoked by the Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Except as otherwise set forth above, the Outstanding Amount amount of LC Obligations any such Aggregate Commitment reduction will not fully Cash Collateralized hereunder would exceed be applied to the Letter of Credit Sublimit, (C) Sublimit or the Swing Line Sublimit if, after giving effect thereto, and to any concurrent payments hereunder, unless otherwise specified by the Outstanding Amount Company. Any reduction of Swing Line Loans hereunder would exceed the Swing Line Sublimit or (D) the Aggregate FILO Facility Commitments if (x) after giving effect thereto and will be applied to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any concurrent prepayments hereunder the Total Outstandings under the FILO Facility would exceed termination of the Aggregate FILO Facility Commitments or (y) a FILO Draw Period is then in effect, provided, that notwithstanding will be paid on the foregoing, the Aggregate FILO Facility Commitments may be terminated at any time in connection with the termination effective date of all of the Commitments under this Agreementsuch termination.

Termination or Reduction of Commitments. (a) The Borrowers Borrower may, upon irrevocable notice from to the Lead Administrative Agent (which notice may be conditioned on the occurrence or non-occurrence of any event; provided that the Borrower shall compensate and hold harmless any Lender from any loss, cost or expense incurred by such Lender in accordance with Section 3.05 as a result of the failure to terminate the Administrative AgentAggregate Commitments), terminate the Aggregate Commitments, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Commitments, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided, provided that (i) any such notice shall be received by the Lead Administrative Agent not later than 11:00 a.m. 12:00 noon three (3) Business Days prior to the date of termination or reduction, or such later time as the Lead Administrative Agent may agree in its reasonable discretion, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers Borrower shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings under the Revolving Credit Facility would exceed the Aggregate Commitments under Commitments, and (iv) if, after giving effect to any reduction of the Revolving Credit FacilityAggregate Commitments, (B) the Letter of Credit Sublimit ifor the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, after giving effect thereto, such sublimit shall be automatically reduced by the Outstanding Amount amount of LC Obligations such excess. The Lead Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. The amount of any such Aggregate Commitment reduction shall not fully Cash Collateralized hereunder would exceed be applied to the Letter of Credit Sublimit, (C) Sublimit unless otherwise specified by the Swing Line Sublimit if, after giving effect thereto, and to any concurrent payments hereunder, the Outstanding Amount Borrower. Any reduction of Swing Line Loans hereunder would exceed the Swing Line Sublimit or (D) the Aggregate FILO Facility Commitments if (x) after giving effect thereto and shall be applied to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any concurrent prepayments hereunder the Total Outstandings under the FILO Facility would exceed termination of the Aggregate FILO Facility Commitments or (y) a FILO Draw Period is then in effect, provided, that notwithstanding shall be paid on the foregoing, the Aggregate FILO Facility Commitments may be terminated at any time in connection with the termination effective date of all of the Commitments under this Agreementsuch termination.

Termination or Reduction of Commitments. (a) The Borrowers may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate CommitmentsCommitments and this Agreement, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Commitments, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line SublimitCommitments under this Agreement; provided, provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three (3) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments prepayment and/or Cash Collateralization hereunder, the Total Outstandings under the Revolving Credit Facility would exceed the Aggregate Commitments under the Revolving Credit FacilityCommitments, and (Biv) the Letter of Credit Sublimit if, after giving effect theretoto any reduction of the Aggregate Commitments, the Outstanding Amount Alternative Currency Sublimit exceeds the amount of LC Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, (C) the Swing Line Sublimit if, after giving effect thereto, and to any concurrent payments hereunderAggregate Commitments, the Outstanding Amount Alternative Currency Sublimit shall be automatically reduced by the amount of Swing Line Loans hereunder would exceed the Swing Line Sublimit such excess; and provided, further, that a notice of termination or (D) reduction of the Aggregate FILO Facility Commitments under this Section 2.05 may state that such notice is conditioned upon the occurrence of one or more events specified therein, in which case such notice may be revoked by the Borrowers (by notice to the Administrative Agent on or prior to the specified effective date) if (x) after giving effect thereto and such condition is not satisfied. The Administrative Agent will promptly notify the Lenders of any concurrent prepayments hereunder the Total Outstandings under the FILO Facility would exceed such notice of termination or reduction of the Aggregate FILO Facility Commitments. The amount of any such Aggregate Commitment reduction shall not be applied to the Alternative Currency Sublimit unless otherwise specified by the Borrowers. Any reduction of the Aggregate Commitments or (y) shall be applied to the Commitment of each Lender according to its Pro Rata Share; provided that, during any period in which a FILO Draw Period Lender is then in effect, provided, that notwithstanding the foregoinga Defaulting Lender, the Borrowers may (in their discretion) apply all or any portion to be specified by the Borrowers of any optional reduction of unused Aggregate FILO Facility Commitments under this Section 2.05 to the unused Commitments of any one or more Defaulting Lenders specified by the Borrowers (which application may result in a change of the Pro Rata Shares of the Lenders) before applying any remaining reduction to the unused Commitments of all Lenders in accordance with their Pro Rata Shares. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be terminated at any time in connection with paid on the effective date of such termination. Notwithstanding the termination of all the Aggregate Commitments, this Agreement shall not terminate, and the obligations of the Commitments Borrowers under this AgreementAgreement shall continue, until all Letters of Credit have expired, been replaced or been terminated and each Unreimbursed Amount and all interest, fees and other amounts payable hereunder have been paid in full.

Termination or Reduction of Commitments. (a) The Borrowers mayBorrower shall have the right, upon irrevocable not less than three Business Days' notice from the Lead Borrower to the Administrative AgentAgent and subject to the provisions of this subsection, to terminate or, from time to time, permanently reduce the Aggregate Peak Period Commitments or the Non-Peak Period Commitments. Any termination of the Commitments shall be accompanied by (i) prepayment in full of the Loans and L/C Obligations constituting drawings under any Letter of Credit which has not then been reimbursed and (ii)(A) replacement of any then unexpired Letter of Credit and return thereof to the Issuing Bank undrawn and marked "canceled" or (B) to the extent that the Borrower is unable to replace any such Letter of Credit, the deposit of funds into the L/C Cash Collateral Account until such Letter of Credit has been cash collateralized in an amount equal to 105% of the face amount of such Letter of Credit. Upon (but only upon) termination of the Commitments, any Letter of Credit then outstanding which has been so cash collateralized shall no longer be considered a "Letter of Credit" as defined in subsection 1.1 and any L/C Participating Interests granted by the Aggregate FILO Facility Commitments, Issuing Bank to the Lenders in such Letter of Credit pursuant to subsection 3.4(a) shall be deemed terminated (subject to automatic reinstatement in the event that such cash collateral is returned and the Issuing Bank is not fully reimbursed for any such L/C Obligations) but the Letter of Credit Sublimit or fees payable under subsection 3.3 shall continue to accrue to the Swing Line Sublimit or from time to time permanently reduce the Aggregate CommitmentsIssuing Bank (or, the Aggregate FILO Facility CommitmentsIssuing Bank and the Lenders in the event of any such automatic reinstatement, the as provided in subsection 3.3) with respect to such Letter of Credit Sublimit or until the Swing Line Sublimit; provided, that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three (3) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess expiry thereof, (iii) the Borrowers shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings under the Revolving Credit Facility would exceed the Aggregate Commitments under the Revolving Credit Facility, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of LC Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, (C) the Swing Line Sublimit if, after giving effect thereto, and to any concurrent payments hereunder, the Outstanding Amount of Swing Line Loans hereunder would exceed the Swing Line Sublimit or (D) the Aggregate FILO Facility Commitments if (x) after giving effect thereto and any concurrent prepayments hereunder the Total Outstandings under the FILO Facility would exceed the Aggregate FILO Facility Commitments or (y) a FILO Draw Period is then in effect, provided, that notwithstanding the foregoing, the Aggregate FILO Facility Commitments may be terminated at any time in connection with the termination of all of the Commitments under this Agreement.

Termination or Reduction of Commitments. (a) The Borrowers mayBorrower shall have the right, upon irrevocable notice from the Lead Borrower delivered to the Administrative Agent, terminate the Aggregate Commitments, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Commitments, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided, that (i) any such notice shall be received by the Administrative Agent not no later than 11:00 a.m. 1:00 P.M., New York City time, at least three (3) Business Days prior to the proposed date of termination or reductionreduction (or at least one Business Day in the case of a termination of the Original Revolving Commitments), (ii) to terminate the Revolving Commitments or, from time to time, to reduce the amount of the Revolving Commitments; provided that no such termination or reduction shall be permitted if, after giving effect thereto and to any prepayments of the Revolving Loans or Swingline Loans made on the effective date thereof, the Revolving Extensions of Credit of any Revolving Lender would exceed such partial Revolving Lender’s Revolving Commitment. Any such reduction shall be in an aggregate amount of equal to $5,000,000 10,000,000, or any a whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings under permanently the Revolving Credit Facility would exceed the Aggregate Commitments under then in effect and shall be applied to reduce the Revolving Credit FacilityCommitments of the Revolving Lenders as the Borrower may designate, (B) but in any event, in the Letter case of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of LC Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, (C) the Swing Line Sublimit if, after giving effect thereto, and to any concurrent payments hereunder, the Outstanding Amount of Swing Line Loans hereunder would exceed the Swing Line Sublimit or (D) the Aggregate FILO Facility Revolving Commitments if (x) after giving effect thereto and any concurrent prepayments hereunder the Total Outstandings under the FILO Facility would exceed the Aggregate FILO Facility Commitments or (y) a FILO Draw Period is then in effect, provided, that notwithstanding the foregoing, the Aggregate FILO Facility Commitments may be terminated at any time in connection with the termination same Revolving Termination Date, on a pro rata basis among such Revolving Commitments based on the respective amount of all such Revolving Commitments of each Revolving Lender. Each notice delivered by the Commitments Borrower pursuant to this Section shall be irrevocable, provided that such notice may state that it is conditioned upon the effectiveness of other credit facilities (including under this Agreement) or incurrence of other Indebtedness, the consummation of a particular Disposition, the occurrence of a change of control or other event), in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. For the avoidance of doubt, all Original Revolving Commitments shall terminate on the Amendment No. 2 Effective Date.

Termination or Reduction of Commitments. (a) The Borrowers Company may, at its discretion, upon irrevocable written notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Commitments, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Commitments, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided, provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three (3) 112:00 ap.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of at least $1,000,000 in excess thereofor, if less, the entire Aggregate Commitments and (iii) the Borrowers Company shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings under the Revolving Credit Facility would exceed the Aggregate Commitments Commitments. The Borrower will be required to pay the Makewhole Fee, applicable amounts under Sections 3.01 and 3.05 and other amounts applicable for the Revolving Credit terminated portion of the Facility, (B) ; provided that a Makewhole Fee will not be payable in the Letter event that Borrower exercises the right to terminate or reduce the Facility described in this Section 2.04 following the assertion of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of LC Obligations not fully Cash Collateralized hereunder would claims for additional amounts under Sections 3.01 and 3.04 that exceed the Letter of Credit Sublimit, (C) the Swing Line Sublimit if, after giving effect thereto, and an amount equal to any concurrent payments hereunder, the Outstanding Amount of Swing Line Loans hereunder would exceed the Swing Line Sublimit or (D) 0.10% per annum times the Aggregate FILO Facility Commitments if (x) after giving effect thereto and Commitments. The Administrative Agent will promptly notify the Lenders of any concurrent prepayments hereunder the Total Outstandings under the FILO Facility would exceed such notice of termination or reduction of the Aggregate FILO Facility Commitments or (y) a FILO Draw Period is then in effect, provided, that notwithstanding the foregoing, Commitments. Any reduction of the Aggregate FILO Facility Commitments may shall be terminated at applied to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any time in connection with the termination of all the Aggregate Commitments shall be paid on the effective date of the Commitments under this Agreementsuch termination.

Termination or Reduction of Commitments. (a) The Borrowers --------------------------------------- may, upon irrevocable at least three Business Days' notice from the Lead Borrower to the Administrative Agent, (i) terminate the Aggregate CommitmentsCommitments at any time, if no Lender has any Outstanding Tranche A Amount or Outstanding Tranche B Amount, respectively, after such termination, or (ii) ratably reduce the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit Tranche A Commitments or the Swing Line Sublimit or Tranche B Commitments from time to time permanently reduce the Aggregate Commitments, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided, that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three (3) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole larger multiple of $1,000,000 1,000,000; provided that immediately after such reduction no Lender's Outstanding Tranche A Amount or Outstanding Tranche B Amount shall exceed its Tranche A Commitment or Tranche B Commitment, respectively, as so reduced. Unless previously terminated, the Commitments shall terminate in excess thereoftheir entirety on the Commitment Termination Date. Once reduced or terminated the Commitments may not be reinstated. The Borrowers' notice to the Administrative Agent shall designate the date (which shall be a Business Day) of such termination or reduction, whether the Tranche A Commitments or the Tranche B Commitments are to be terminated or reduced, and the amount of any partial reduction of the Tranche A Commitments or the Tranche B Commitments, and such termination or reduction of the Tranche A Commitments or Tranche B Commitments shall be effective on the date specified in the Borrowers' notice and shall be applied ratably to the Tranche A Commitments or Tranche B Commitments (iii) as specified by the Borrowers shall not terminate or reduce (A) the Aggregate Commitments ifin such notice), after giving effect thereto and to any concurrent prepayments hereunderrespectively, the Total Outstandings under the Revolving Credit Facility would exceed the Aggregate Commitments under the Revolving Credit Facility, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of LC Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, (C) the Swing Line Sublimit if, after giving effect thereto, and to any concurrent payments hereunder, the Outstanding Amount of Swing Line Loans hereunder would exceed the Swing Line Sublimit or (D) the Aggregate FILO Facility Commitments if (x) after giving effect thereto and any concurrent prepayments hereunder the Total Outstandings under the FILO Facility would exceed the Aggregate FILO Facility Commitments or (y) a FILO Draw Period is then in effect, provided, that notwithstanding the foregoing, the Aggregate FILO Facility Commitments may be terminated at any time in connection with the termination of all of the Commitments under this Agreementseveral Lenders.

Termination or Reduction of Commitments. Upon at least two Business Days’ prior written notice to the Administrative Agent (a) The Borrowers mayor such shorter period of time as agreed to by the Administrative Agent in its reasonable discretion), upon irrevocable notice from the Lead Borrower shall have the right, without premium or penalty, on any day, to the Administrative Agent, permanently terminate the Aggregate Commitments, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Commitments, the Aggregate FILO Facility Commitments, the Letter Commitments of Credit Sublimit any Class in whole or the Swing Line Sublimitin part; provided, provided that (i) any such notice reduction shall apply proportionately and permanently to reduce the Commitment of each of the Lenders of any applicable Class, except that notwithstanding the foregoing, in connection with the establishment on any date of any Extended Commitments pursuant to SECTION 2.27, the Commitments of any one or more Lenders providing any such Extended Commitments on such date shall be received by the Administrative Agent not later than 11:00 a.m. three (3) Business Days prior reduced in an amount equal to the amount of Commitments of such Lender so extended on such date (provided that, after giving effect to any such reduction and to the repayment of termination or reductionany Revolving Loans made on such date, the Credit Exposure of any such Lender does not exceed such Lender’s Commitment), (ii) any such partial reduction pursuant to this Section 2.15(a) shall be in an aggregate amount of at least $5,000,000 or any whole multiple of $1,000,000 in excess thereof1,000,000, and (iii) the Borrowers shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings under the Revolving Credit Facility would exceed the Aggregate Commitments under the Revolving Credit Facility, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of LC Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, (C) the Swing Line Sublimit if, after giving effect thereto, and to any concurrent payments hereunder, the Outstanding Amount of Swing Line Loans hereunder would exceed the Swing Line Sublimit or (D) the Aggregate FILO Facility Commitments if (x) after giving effect thereto to such termination or reduction and to any prepayments of the Revolving Loans made on the date thereof in accordance with this Agreement, the aggregate amount of the Lenders’ Credit Exposures shall not exceed the Total Commitments and the aggregate amount of the Lenders’ Credit Exposures in respect of any Class shall not exceed the aggregate Commitment of such Class. The Borrowers shall pay to the Administrative Agent for application as provided herein, (1) at the effective time of any such termination (but not any partial reduction), all earned and unpaid fees under the Fee Letter and all Unused Fees accrued (but unpaid) on the Commitments so terminated, and (2) at the effective time of any such reduction or termination, all Breakage Costs incurred in connection therewith and any concurrent prepayments hereunder amount by which the Total Outstandings under Credit Extensions to the FILO Facility would Borrowers outstanding on such date exceed the Aggregate FILO Facility amount to which the Commitments or (y) a FILO Draw Period is then are to be reduced effective on such date. Notwithstanding anything to the contrary contained in effect, provided, that notwithstanding the foregoingthis Agreement, the Aggregate FILO Facility Commitments Borrower may be terminated at rescind, or extend the date for termination or reduction specified in, any time notice delivered under this SECTION 2.15(a) if such termination or reduction would have occurred in connection with the termination a refinancing of all or any portion of the Commitments under this Agreementor other conditional event, which refinancing or other conditional event shall not be consummated or shall otherwise be delayed.

Termination or Reduction of Commitments. (a) The Borrowers Borrower may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Commitments, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Commitments, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided, provided that (ia) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three (3) five Business Days prior to the date of termination or reduction, (iib) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iiic) the Borrowers Borrower shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings under the Revolving Credit Facility would exceed the Aggregate Commitments under the Revolving Credit FacilityCommitments, and (Bd) the Letter of Credit Sublimit if, after giving effect theretoto any reduction of the Aggregate Commitments, the Outstanding Amount of LC Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, (C) Alternative Currency Sublimit or the Swing Line Sublimit ifexceeds the amount of the Aggregate Commitments, after giving effect thereto, and to any concurrent payments hereundersuch Sublimit shall be automatically reduced by the amount of such excess. Except as provided in the preceding sentence, the Outstanding Amount amount of Swing Line Loans hereunder would exceed any such Aggregate Commitment reduction shall not be applied to the Alternative Currency Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrower. The Administrative Agent will promptly notify the Lenders of any such notice of termination or (D) reduction of the Aggregate FILO Facility Commitments if (x) after giving effect thereto and any concurrent prepayments hereunder the Total Outstandings under the FILO Facility would exceed Commitments. Any reduction of the Aggregate FILO Facility Commitments or (y) a FILO Draw Period is then in effect, provided, that notwithstanding shall be applied to the foregoing, Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate FILO Facility Commitments shall be paid on the effective date of such termination. Notwithstanding anything to the contrary contained herein, a notice of termination of the Aggregate Commitments and the prepayment in full of the Committed Loans in connection therewith may state that such notice is conditioned upon the effectiveness of other credit facilities, and if any notice so states it may be terminated at revoked by the Borrower by notice to the Administrative Agent on or prior to the date specified for the termination of the Aggregate Commitments and such prepayment that the refinancing condition has not been met and the termination and prepayment is to be revoked, provided that the Borrower will continue to be responsible for any time costs or expenses pursuant to Section 3.05 in connection with the termination of all of the Commitments under this Agreementfailure to prepay Loans resulting from such revocation.

Termination or Reduction of Commitments. (a) The Borrowers Company may, at its discretion, upon irrevocable written notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Commitments, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Commitments, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided, provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three (3) five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of at least $1,000,000 in excess thereofor, if less, the entire Aggregate Commitments and (iii) the Borrowers Company shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings under the Revolving Credit Facility would exceed the Aggregate Commitments. The Borrower will be required to pay the Makewhole Fee, applicable amounts under Sections 3.01 and 3.05 and other amounts applicable for the terminated portion of the Facility; provided that a Makewhole Fee will not be payable in the event that (i) Borrower exercises the right to terminate or reduce the Facility described in this Section 2.04 following the assertion of claims for additional amounts under Sections 3.01 and 3.04 that exceed an amount equal to 0.10% per annum times the Aggregate Commitments under or (ii) Borrower exercises the Revolving Credit Facilityright to terminate the Facility (in whole) described in this Section 2.04 if (A) not less than 20 Business Days prior to such exercise, Borrower requested in writing the consent of the Administrative Agent and the Required Lenders to (x) a proposed Permitted Reorganization or (y) the Investment Adviser ceasing to be an Affiliate of Borrower Parent, (B) at least 10 Business Days have passed since such request and (C) Borrower has not received such consents. The Administrative Agent will promptly notify the Letter Lenders of Credit Sublimit ifany such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination. On each day on and after December 27, after giving effect thereto2015, the Aggregate Commitments shall be reduced without further action by any Person to the greater of (a) $100,000,000 and (b) the Outstanding Amount as of LC Obligations not fully Cash Collateralized hereunder would exceed such date and the Letter of Credit SublimitBorrower may, (C) the Swing Line Sublimit ifas provided in this Section 2.04, after giving effect thereto, and to any concurrent payments hereunder, the Outstanding Amount of Swing Line Loans hereunder would exceed the Swing Line Sublimit or (D) further reduce the Aggregate FILO Facility Commitments if below the amount set forth in clause (x) after giving effect thereto and any concurrent prepayments hereunder the Total Outstandings under the FILO Facility would exceed the Aggregate FILO Facility Commitments or (y) a FILO Draw Period is then in effect, provided, that notwithstanding the foregoing, the Aggregate FILO Facility Commitments may be terminated at any time in connection with the termination of all of the Commitments under this Agreementa).

Termination or Reduction of Commitments. (a) The Borrowers may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Revolver Commitments or the Aggregate WC Commitments, as the Aggregate FILO Facility Commitmentscase may be, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Revolver Commitments or Aggregate WC Commitments, as the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimitcase may be; provided, provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three (3) five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers shall not terminate or reduce (A) the Aggregate Revolver Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolver Outstandings under the Revolving Credit Facility would exceed the Aggregate Commitments under the Revolving Credit FacilityRevolver Commitments, and (Biv) the Letter of Credit Sublimit Borrowers shall not terminate or reduce the Aggregate WC Commitments if, after giving effect thereto, the Outstanding Amount of LC Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, (C) the Swing Line Sublimit if, after giving effect thereto, thereto and to any concurrent payments prepayments hereunder, the Outstanding Amount of Swing Line Loans hereunder would exceed the Swing Line Sublimit or (D) the Aggregate FILO Facility Commitments if (x) after giving effect thereto and any concurrent prepayments hereunder the Total WC Outstandings under the FILO Facility would exceed the Aggregate FILO Facility Commitments WC Commitments. The Administrative Agent will promptly notify the Lenders of any such notice of termination or (y) a FILO Draw Period is then in effect, provided, that notwithstanding the foregoing, reduction of the Aggregate FILO Facility Commitments Revolver Commitment or Aggregate WC Commitments, as the case may be. Any reduction of the Aggregate Revolver Commitment or Aggregate WC Commitments, as applicable shall be terminated at applied to the WC Commitment or Revolver Commitment of each Lender, as applicable, according to its Applicable Percentage. All fees accrued until the effective date of any time in connection with the termination of all the Aggregate Revolver Commitment or Aggregate WC Commitments, as the case may be, shall be paid on the effective date of the Commitments under this Agreementsuch termination.

Termination or Reduction of Commitments. The Borrower shall have the right, upon not less than five Business Days' notice to the Administrative Agent and not less than fifteen days' notice to the Rating Agencies, to terminate or, from time to time, reduce the amount of the Maximum Aggregate Commitment; provided, however, that no such termination or reduction shall be permitted if (a) The Borrowers may, upon irrevocable notice from after giving effect thereto and to all transactions to occur on the Lead Borrower to the Administrative Agent, terminate the Aggregate Commitmentseffective date thereof, the Aggregate FILO Facility Commitments, the Letter sum of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Commitments, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided, that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three (3) Business Days prior to the date of termination or reduction, Credits Outstanding and (ii) the Interest Component with respect to outstanding Commercial Paper on such date would exceed the sum of the Maximum Aggregate Commitment and the 364-Day Maximum Aggregate Commitment or (b) such termination or reduction would result in a downgrading, suspension or withdrawal by any Rating Agency of the ratings of the outstanding Commercial Paper Notes referred to in Section 5.2(c). Any such partial reduction shall be in an aggregate amount of equal to $5,000,000 or any a whole multiple of $1,000,000 in excess thereofthereof and shall reduce permanently the Maximum Aggregate Commitment then in effect and, (iii) subject to Section 2.5(j), any such termination or reduction shall be pro rata among the Borrowers Lenders and shall be effective on the date specified in the Borrower's notice. If for any reason the full amount of the Facility Fee payable on any Distribution Date in respect of the Unutilized Available Commitments shall not terminate be paid in full within five Business Days after such Distribution Date (whether or not funds are available to make such payment as described in clauses (i) and (ii) of Section 2.9), then the Majority Lenders may, by written notice to the Administrative Agent and the Borrower, permanently reduce (A) the Maximum Aggregate Commitment, effective on the date specified in such notice, by an amount equal to the Unutilized Available Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings under the Revolving Credit Facility would exceed the Aggregate Commitments under the Revolving Credit Facility, (B) the Letter as of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of LC Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, (C) the Swing Line Sublimit if, after giving effect thereto, and to any concurrent payments hereunder, the Outstanding Amount of Swing Line Loans hereunder would exceed the Swing Line Sublimit or (D) the Aggregate FILO Facility Commitments if (x) after giving effect thereto and any concurrent prepayments hereunder the Total Outstandings under the FILO Facility would exceed the Aggregate FILO Facility Commitments or (y) a FILO Draw Period is then in effect, provided, that notwithstanding the foregoing, the Aggregate FILO Facility Commitments may be terminated such effective date. If at any time in connection with the termination of all principal amount of the MRI Note shall be less than the MRI Note Required Amount (as each such term is defined in the Series 1998-1 Supplement), then automatically the Maximum Aggregate Commitment shall immediately be permanently reduced by an amount equal to the Unutilized Available Commitments under this Agreementat such time.

Termination or Reduction of Commitments. (a) The Borrowers may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate (a) the Aggregate Revolving Commitments, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Commitments, Revolving Commitments to an amount not less than the Outstanding Amount of Revolving Loans and L/C Obligations or (b) the Aggregate FILO Facility Delayed Draw Term Loan Commitments or from time to time permanently reduce any undrawn amount of the Aggregate Delayed Draw Term Loan Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided, provided that (i) any such notice shall be received by the Administrative Agent (i) not later than 11:00 a.m. 12:00 noon three (3) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, thereof and (iii) the Borrowers shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings under the Revolving Credit Facility would exceed reduction of the Aggregate Commitments under the Revolving Credit FacilityCommitments, (B) the Letter of Credit Sublimit if, after giving effect thereto, or the Outstanding Amount of LC Obligations not fully Cash Collateralized hereunder would exceed the Alternative Currency Letter of Credit Sublimit, (C) Sublimit exceeds the Swing Line Sublimit if, after giving effect thereto, and to any concurrent payments hereunder, the Outstanding Amount amount of Swing Line Loans hereunder would exceed the Swing Line Sublimit or (D) the Aggregate FILO Facility Commitments if (x) after giving effect thereto and Revolving Commitments, such sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any concurrent prepayments hereunder the Total Outstandings under the FILO Facility would exceed such notice of termination or reduction of the Aggregate FILO Facility Revolving Commitments or (y) a FILO Draw Period is then in effect, provided, that notwithstanding the foregoing, the Aggregate FILO Facility Delayed Draw Term Loan Commitments. Any reduction of the Aggregate Revolving Commitments may or the Aggregate Delayed Draw Term Loan Commitments shall be terminated at applied to the Revolving Commitment or Delayed Draw Term Loan Commitment, as applicable, of each Lender according to its Applicable Percentage. All fees accrued with respect thereto until the effective date of any time in connection with the termination of all the Aggregate Revolving Commitments or the Aggregate Delayed Draw Term Loan Commitments shall be paid on the effective date of the Commitments under this Agreementsuch termination.

Termination or Reduction of Commitments. (a) The Borrowers Borrower may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Commitments, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Commitments, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided, provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three (3) 12:00 p.m. five Business Days prior to the date of termination or reductionreduction or such lesser amount of time as the Administrative Agent may agree, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) such notice of termination may state that termination is conditioned upon the Borrowers effectiveness of other credit facilities or one or more other events specified therein, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied, (iv) the Borrower shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings under the Revolving Credit Facility would exceed the Aggregate Commitments under Commitments, and (v) if, after giving effect to any reduction of the Revolving Credit FacilityAggregate Commitments, (B) the Alternative Currency Sublimit, the Letter of Credit Sublimit ifor the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, after giving effect thereto, such Sublimit shall be automatically reduced by the Outstanding Amount amount of LC Obligations such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. The amount of any such Aggregate Commitment reduction shall not fully Cash Collateralized hereunder would exceed be applied to the Alternative Currency Sublimit or the Letter of Credit Sublimit, (C) Sublimit unless otherwise specified by the Swing Line Sublimit if, after giving effect thereto, and to any concurrent payments hereunder, the Outstanding Amount Borrower. Any reduction of Swing Line Loans hereunder would exceed the Swing Line Sublimit or (D) the Aggregate FILO Facility Commitments if (x) after giving effect thereto and shall be applied to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any concurrent prepayments hereunder the Total Outstandings under the FILO Facility would exceed termination of the Aggregate FILO Facility Commitments or (y) a FILO Draw Period is then in effect, provided, that notwithstanding shall be paid on the foregoing, the Aggregate FILO Facility Commitments may be terminated at any time in connection with the termination effective date of all of the Commitments under this Agreementsuch termination.

Termination or Reduction of Commitments. (a) The Borrowers Company may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Tranche 1 Commitments, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Tranche 1 Commitments, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided, provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three (3) five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers Company shall not terminate or reduce (A) the Aggregate Tranche 1 Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Tranche 1 Outstandings under the Revolving Credit Facility would exceed the Aggregate Commitments under the Revolving Credit FacilityTranche 1 Commitments, (Biv) if, after giving effect to any reduction of the Aggregate Tranche 1 Commitments, the Letter of Credit Sublimit ifor the Swing Line Sublimit exceeds the amount of the Aggregate Tranche 1 Commitments, after giving effect theretosuch Sublimit shall be automatically reduced by the amount of such excess; provided that any such reduction in the Sublimit shall be allocated between the Letter of Credit Sublimit, the Outstanding Amount Swing Line Dollar Sublimit and the Swing Line Euro Sublimit as directed by the Company and, in the absence of LC Obligations not fully Cash Collateralized hereunder would exceed such direction, pro rata among the Swing Line Dollar Sublimit, the Swing Line Euro Sublimit and the Letter of Credit Sublimit, (Cv) no such reduction or termination under any Tranche hereunder shall be permitted unless a reduction or termination is made simultaneously under the other Tranche on a pro rata basis, and (vi) any such notice may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Company (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Tranche 1 Commitments. The amount of any such Aggregate Tranche 1 Commitment reduction shall not be applied to the Letter of Credit Sublimit or the Swing Line Sublimit if, after giving effect thereto, and to any concurrent payments hereunder, unless otherwise specified by the Outstanding Amount Company. Any reduction of Swing Line Loans hereunder would exceed the Swing Line Sublimit or (D) the Aggregate FILO Facility Tranche 1 Commitments if shall be applied to the Tranche 1 Commitment of each Tranche 1 Lender according to its Applicable Tranche 1 Percentage (x) after giving effect thereto and other than a reduction pursuant to Section 2.14(f)). All fees accrued until the effective date of any concurrent prepayments hereunder the Total Outstandings under the FILO Facility would exceed termination of the Aggregate FILO Facility Tranche 1 Commitments or shall be paid on the effective date of such termination. (yb) a FILO Draw Period is then in effectThe Company may, providedupon notice to the Administrative Agent, that notwithstanding the foregoing, terminate the Aggregate FILO Facility Commitments may Tranche 2 Commitments, or from time to time permanently reduce the Aggregate Tranche 2 Commitments; provided that (i) any such notice shall be terminated at any time in connection with received by the termination of all of the Commitments under this Agreement.Administrative Agent not later than 11:00 a.m. 56

Termination or Reduction of Commitments. (a) The Borrowers Company may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate (USD) Commitments or the Aggregate (MC) Commitments, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Commitments, (USD) Commitments or the Aggregate FILO Facility (MC) Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided, provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. 12:00 noon three (3) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 1,000,000 or any whole multiple of $1,000,000 100,000 in excess thereof, (iii) the Borrowers Company shall not terminate or reduce (A) the Aggregate (USD) Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total (USD) Outstandings under the Revolving Credit Facility would exceed the Aggregate (USD) Commitments under the Revolving Credit Facility, or (B) the Aggregate (MC) Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the aggregate Outstanding Amount of all Committed (MC) Loans would exceed the Aggregate (MC) Commitments, and (iv) if, after giving effect to any reduction of the Aggregate (USD) Commitments, the Alternative Currency Letter of Credit Sublimit, the Letter of Credit Sublimit ifor the Swing Line Sublimit exceeds the amount of the Aggregate (USD) Commitments, after giving effect thereto, such Sublimit shall be automatically reduced by the Outstanding Amount amount of LC Obligations such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate (USD) Commitments or the Aggregate (MC) Commitments. The amount of any such Aggregate (USD) Commitment reduction shall not fully Cash Collateralized hereunder would exceed be applied to the Alternative Currency Letter of Credit Sublimit, (C) the Letter of Credit Sublimit or the Swing Line Sublimit ifunless otherwise specified by the Company, after giving effect thereto, and to any concurrent payments hereunder, the Outstanding Amount except as otherwise provided in clause (iv) above. Any reduction of Swing Line Loans hereunder would exceed the Swing Line Sublimit or (D) the Aggregate FILO Facility (USD) Commitments if shall be applied to the USD Commitment of each Lender according to its Applicable (xUSD) after giving effect thereto and any concurrent prepayments hereunder the Total Outstandings under the FILO Facility would exceed Percentage. Any reduction of the Aggregate FILO Facility (MC) Commitments or shall be applied to the MC Commitment of each Lender according to its Applicable Percentage with respect to the Committed (y) a FILO Draw Period is then in effect, provided, that notwithstanding the foregoing, the Aggregate FILO Facility Commitments may be terminated at any time in connection with the termination of all of the Commitments under this Agreement.MC)

Termination or Reduction of Commitments. (a) The Borrowers Company may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Tranche 1 Commitments, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Tranche 1 Commitments, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided, provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three (3) five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers Company shall not terminate or reduce (A) the Aggregate Tranche 1 Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Tranche 1 Outstandings under the Revolving Credit Facility would exceed the Aggregate Commitments under the Revolving Credit FacilityTranche 1 Commitments, (Biv) if, after giving effect to any reduction of the Aggregate Tranche 1 Commitments, the Letter of Credit Sublimit ifor the Swing Line Sublimit exceeds the amount of the Aggregate Tranche 1 Commitments, after giving effect theretosuch Sublimit shall be automatically reduced by the amount of such excess, (v) no such reduction or termination under any Tranche hereunder shall be permitted unless a reduction or termination is made simultaneously under the Outstanding Amount other Tranche on a pro rata basis, and (vi) any such notice may state that it is conditioned upon the occurrence or non-occurrence of LC Obligations any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Company (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not fully Cash Collateralized hereunder would exceed satisfied. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Tranche 1 Commitments. The amount of any such Aggregate Tranche 1 Commitment reduction shall not be applied to the Letter of Credit Sublimit, (C) Sublimit or the Swing Line Sublimit if, after giving effect thereto, and to any concurrent payments hereunder, unless otherwise specified by the Outstanding Amount Company. Any reduction of Swing Line Loans hereunder would exceed the Swing Line Sublimit or (D) the Aggregate FILO Facility Tranche 1 Commitments if shall be applied to the Tranche 1 Commitment of each Tranche 1 Lender according to its Applicable Tranche 1 Percentage (x) after giving effect thereto and other than a reduction pursuant to Section 2.14(f)). All fees accrued until the effective date of any concurrent prepayments hereunder the Total Outstandings under the FILO Facility would exceed termination of the Aggregate FILO Facility Tranche 1 Commitments or (y) a FILO Draw Period is then in effect, provided, that notwithstanding shall be paid on the foregoing, the Aggregate FILO Facility Commitments may be terminated at any time in connection with the termination effective date of all of the Commitments under this Agreementsuch termination.

Termination or Reduction of Commitments. (a) The Borrowers Borrower may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Commitments, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Commitments, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided, provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three (3) five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers Borrower shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings under the Revolving Credit Facility would exceed the Aggregate Commitments under Commitments, and (iv) if, after giving effect to any reduction of the Revolving Credit FacilityAggregate Commitments, (B) the Bid Loan Sublimit or the Letter of Credit Sublimit ifexceeds the amount of the Aggregate Commitments, after giving effect theretosuch Sublimit shall be automatically reduced by the amount of any such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. A notice of termination of the Aggregate Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, and such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied; provided, however, the Outstanding Amount Borrower shall be responsible for all reasonable out-of-pocket costs and expenses of LC Obligations the Administrative Agent and the Lenders caused by the revocation of such notice of termination in accordance with Sections 3.05 or 10.04. The amount of any such Aggregate Commitment reduction shall not fully Cash Collateralized hereunder would exceed be applied to the Alternative Currency Sublimit or the Letter of Credit Sublimit, (C) Sublimit unless otherwise specified by the Swing Line Sublimit if, after giving effect thereto, and to any concurrent payments hereunder, the Outstanding Amount Borrower. Any reduction of Swing Line Loans hereunder would exceed the Swing Line Sublimit or (D) the Aggregate FILO Facility Commitments if (x) after giving effect thereto and shall be applied to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any concurrent prepayments hereunder the Total Outstandings under the FILO Facility would exceed termination of the Aggregate FILO Facility Commitments or (y) a FILO Draw Period is then in effect, provided, that notwithstanding shall be paid on the foregoing, the Aggregate FILO Facility Commitments may be terminated at any time in connection with the termination effective date of all of the Commitments under this Agreementsuch termination.

Termination or Reduction of Commitments. (a) The Borrowers Xxxxxxxxx may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate AC Commitments or the Aggregate USD Commitments, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Commitments, AC Commitments or the Aggregate FILO Facility USD Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided, provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three (3) five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers Xxxxxxxxx shall not terminate or reduce (A) the Aggregate AC Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total AC Outstandings under the Revolving Credit Facility would exceed the Aggregate Commitments under the Revolving Credit FacilityAC Commitments, (B) the Letter of Credit Sublimit Aggregate USD Commitments if, after giving effect theretothereto and to any concurrent prepayments hereunder, the Outstanding Amount of LC Obligations not fully Cash Collateralized hereunder Total USD Outstandings would exceed the Aggregate USD Commitments and (iv) if, after giving effect to any reduction of the Aggregate USD Commitments, the Letter of Credit Sublimit, (C) the Alternative Currency Letter of Credit Sublimit or the Swing Line Sublimit ifexceeds the amount of the Aggregate USD Commitments, after giving effect thereto, and such sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate AC Commitments or the Aggregate USD Commitments. The amount of any such Aggregate USD Commitment reduction shall not be applied to any concurrent payments hereunder, the Outstanding Amount Letter of Swing Line Loans hereunder would exceed the Swing Line Credit Sublimit or (D) the Alternative Currency Letter of Credit Sublimit unless otherwise specified by Xxxxxxxxx. Any reduction of the Aggregate FILO Facility AC Commitments if (x) after giving effect thereto and any concurrent prepayments hereunder the Total Outstandings under the FILO Facility would exceed or the Aggregate FILO Facility USD Commitments shall be applied to the AC Commitment or (y) a FILO Draw Period is then in effectUSD Commitment, providedas applicable of each Lender according to its Applicable AC Percentage or its Applicable USD Percentage, that notwithstanding as applicable. All fees accrued until the foregoing, effective date of any termination of the Aggregate FILO Facility Commitments may shall be terminated at any time in connection with paid on the termination effective date of all of the Commitments under this Agreementsuch termination.

Termination or Reduction of Commitments. (a) The Borrowers may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Commitments, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Commitments, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided, that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three (3) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers shall not terminate or reduce (A) the Aggregate Commitments ifUnless, after giving effect thereto and to any concurrent prepayments hereunderof Loans made on the effective date thereof, the Total Outstandings under then-outstanding principal amount of the Revolving Credit Facility Loans would exceed the Aggregate amount of the combined Commitments under the Revolving Credit Facility, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of LC Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, (C) the Swing Line Sublimit if, after giving effect thereto, and to any concurrent payments hereunder, the Outstanding Amount of Swing Line Loans hereunder would exceed the Swing Line Sublimit or (D) the Aggregate FILO Facility Commitments if (x) after giving effect thereto and any concurrent prepayments hereunder the Total Outstandings under the FILO Facility would exceed the Aggregate FILO Facility Commitments or (y) a FILO Draw Period is then in effect, providedthe Company may, that notwithstanding upon not less than three Business Days’ prior notice to the foregoingAgent, terminate the Commitments, or permanently reduce the Commitments by an aggregate minimum amount of $10,000,000 or any multiple of $1,000,000 in excess thereof. If the Company pays, prepays, defeases or redeems all or any portion of the Existing Notes other than with the proceeds of Loans, it shall forthwith notify the Agent of such event; and upon receipt by the Agent of such notice the Commitments shall automatically be reduced by the aggregate principal amount of the Existing Notes so paid, prepaid or redeemed or if the Existing Notes are so paid in full the Commitments hereunder shall be terminated. Once reduced in accordance with this Section, the Aggregate FILO Facility Commitments may not be terminated at any time in connection with the termination of all increased. Any reduction of the Commitments under this Agreementshall be applied to each Bank according to its Pro Rata Share. All accrued facility 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. Each notice of a termination or reduction of Commitments shall be irrevocable, except that a notice of termination of the Commitments may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Company (by notice to the Agent on or prior to the specified effective date) if such condition is not satisfied.

Termination or Reduction of Commitments. (a) The Borrowers Borrower may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Commitments, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Commitments, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided, provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. 1:002:00 p.m. three (3) Business Days prior to the date of termination or reductionreduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination), (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrowers Borrower shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings under the Revolving Credit Facility would exceed the Aggregate Commitments; provided that the Borrower may terminate the Aggregate Commitments under the Revolving Credit Facility, (B) the Letter of Credit Sublimit if, after giving effect theretoif all Loans have been paid in full, the Outstanding Amount Borrower has Cash Collateralized, or provided other support acceptable to the applicable L/C Issuer(s) for, all outstanding Letters of LC Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, (C) the Swing Line Sublimit if, after giving effect theretoCredit, and to there are no outstanding L/C Borrowings. The Administrative Agent will promptly notify the Lenders of any concurrent payments hereunder, the Outstanding Amount such notice of Swing Line Loans hereunder would exceed the Swing Line Sublimit termination or (D) reduction of the Aggregate FILO Facility Commitments if (x) after giving effect thereto and any concurrent prepayments hereunder the Total Outstandings under the FILO Facility would exceed Commitments. Any reduction of the Aggregate FILO Facility Commitments or (y) a FILO Draw Period is then in effect, provided, that notwithstanding shall be applied to the foregoing, Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate FILO Facility Commitments may shall be terminated at any time in connection with paid on the termination effective date of all of the Commitments under this Agreementsuch termination.

Termination or Reduction of Commitments. (a) The Borrowers Borrower may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Commitments, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Commitments, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided, provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three (3) five Business Days prior to the date of termination or reduction, provided, however, the Borrower may revoke such notice prior to the scheduled date of termination or reduction, (ii) such notice shall state whether the termination or reduction relates to Committed Revolving Loans or Term Loans, (iii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iiiiv) the Borrowers Borrower shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings under the Revolving Credit Facility would exceed the Aggregate Commitments, and (v) if, after giving effect to any reduction of the Aggregate Commitments under the in respect of Committed Revolving Credit FacilityLoans, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of LC Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, (C) or the Swing Line Sublimit if, after giving effect thereto, and to any concurrent payments hereunder, exceeds the Outstanding Amount amount of Swing Line Loans hereunder would exceed the Swing Line Sublimit or (D) the Aggregate FILO Facility Commitments if (x) after giving effect thereto and in respect of Committed Revolving Loans, such Sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any concurrent prepayments hereunder the Total Outstandings under the FILO Facility would exceed such notice of termination or reduction of the Aggregate FILO Facility Commitments or (y) a FILO Draw Period is then in effect, provided, that notwithstanding the foregoing, Commitments. Any reduction of the Aggregate FILO Facility Commitments may shall be terminated at applied to the Commitment of each Lender according to its Applicable Percentage in respect of Committed Revolving Loans or Term Loans, as applicable. All fees accrued until the effective date of any time in connection with the termination of all the Aggregate Commitments shall be paid on the effective date of the Commitments under this Agreementsuch termination.

Termination or Reduction of Commitments. (a) The Borrowers Borrower may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Commitments, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently irrevocably reduce the Aggregate Commitments, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided, provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. 3:00 p.m. three (3) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrowers Borrower shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings under the Revolving Credit Facility Outstanding Amount would exceed the Aggregate Commitments under Commitments. The Administrative Agent will promptly notify the Revolving Credit Facility, (B) the Letter Lenders of Credit Sublimit if, after giving effect thereto, the Outstanding Amount any such notice of LC Obligations not fully Cash Collateralized hereunder would exceed the Letter termination or reduction of Credit Sublimit, (C) the Swing Line Sublimit if, after giving effect thereto, and to any concurrent payments hereunder, the Outstanding Amount of Swing Line Loans hereunder would exceed the Swing Line Sublimit or (D) the Aggregate FILO Facility Commitments. Any such notice terminating the Commitments if (x) after giving effect thereto and any concurrent prepayments hereunder the Total Outstandings under the FILO Facility would exceed the Aggregate FILO Facility Commitments or (y) a FILO Draw Period is then in effect, provided, that notwithstanding the foregoing, the Aggregate FILO Facility Commitments may be terminated at any time whole in connection with the termination a refinancing of all Obligations hereunder may state that it is conditioned on the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or before the specified effective date) if such condition is not satisfied, in which case such termination of the Commitments under this Agreementshall not occur. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Commitment Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) The Borrowers Company may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Commitments, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Commitments, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided, provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three (3) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers Company shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings under the Revolving Credit Facility would exceed the Aggregate Commitments under Commitments, and (iv) if, after giving effect to any reduction of the Revolving Aggregate Commitments, the Alternative Currency Sublimit, the Letter of Credit FacilitySublimit, (B) the Swing Line Sublimit or the Designated Borrower Sublimit exceeds the amount of the Aggregate Commitments, the applicable Sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. The amount of any such Aggregate Commitment reduction shall not be applied to the Alternative Currency Sublimit, the Letter of Credit Sublimit or the Designated Borrower Sublimit unless otherwise specified by the Company. The Company may from time to time, upon not less than three Business Days’ notice from the Company to the Administrative Agent (or such shorter period as may be agreed by the Administrative Agent in its sole discretion), reduce the Designated Borrower Sublimit by $50,000,000 or any whole multiple thereof, without any corresponding reduction in the Aggregate Commitments; provided that such reduction shall only be permitted if, after giving effect thereto, the Outstanding Amount of LC Obligations outstanding Loans payable by the Designated Borrowers do not fully Cash Collateralized hereunder would exceed the Letter Designated Borrower Sublimit as so reduced. Any reduction of Credit Sublimit, (C) the Swing Line Sublimit if, after giving effect thereto, and to any concurrent payments hereunder, the Outstanding Amount of Swing Line Loans hereunder would exceed the Swing Line Sublimit or (D) the Aggregate FILO Facility Commitments if (x) after giving effect thereto and shall be applied to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any concurrent prepayments hereunder the Total Outstandings under the FILO Facility would exceed termination of the Aggregate FILO Facility Commitments or (y) a FILO Draw Period is then in effect, provided, that notwithstanding shall be paid on the foregoing, the Aggregate FILO Facility Commitments may be terminated at any time in connection with the termination effective date of all of the Commitments under this Agreementsuch termination.

Termination or Reduction of Commitments. (a) The Borrowers Company may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Commitments, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Commitments, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided, provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three (3) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 3,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers Company shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings under the Revolving Credit Facility would exceed the Aggregate Commitments under Commitments, and (iv) if, after giving effect to any reduction of the Revolving Aggregate Commitments, the Alternative Currency Sublimit, the Bid Loan Sublimit, the Letter of Credit FacilitySublimit, (B) the Swing Line Sublimit or the Designated Borrower Sublimit exceeds the amount of the Aggregate Commitments, such Sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. The amount of any such Aggregate Commitment reduction shall not be applied to the Alternative Currency Sublimit, the Letter of Credit Sublimit or the Designated Borrower Sublimit unless otherwise specified by the Company. The Company may from time to time, upon not less than three Business Days’ notice from the Company to the Administrative Agent (or such shorter period as may be agreed by the Administrative Agent in its sole discretion), reduce the Designated Borrower Sublimit by $50,000,000 or any whole multiple thereof, without any corresponding reduction in the Aggregate Commitments; provided that such reduction shall only be permitted if, after giving effect thereto, the Outstanding Amount of LC Obligations outstanding Loans payable by the Designated Borrowers do not fully Cash Collateralized hereunder would exceed the Letter Designated Borrower Sublimit as so reduced. Any reduction of Credit Sublimit, (C) the Swing Line Sublimit if, after giving effect thereto, and to any concurrent payments hereunder, the Outstanding Amount of Swing Line Loans hereunder would exceed the Swing Line Sublimit or (D) the Aggregate FILO Facility Commitments if (x) after giving effect thereto and shall be applied to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any concurrent prepayments hereunder the Total Outstandings under the FILO Facility would exceed termination of the Aggregate FILO Facility Commitments or (y) a FILO Draw Period is then in effect, provided, that notwithstanding shall be paid on the foregoing, the Aggregate FILO Facility Commitments may be terminated at any time in connection with the termination effective date of all of the Commitments under this Agreementsuch termination.

Termination or Reduction of Commitments. (a) The Borrowers Borrower may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Commitments, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit Sublimit, or from time to time permanently reduce the Aggregate Commitments, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided, provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three (3) noon five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, thereof and (iii) the Borrowers Borrower shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings under the Revolving Credit Facility would exceed the Aggregate Commitments under the Revolving Credit FacilityCommitments, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of LC L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, Sublimit or (C) the Swing Line Sublimit if, after giving effect thereto, thereto and to any concurrent payments prepayments hereunder, the Outstanding Amount of Swing Line Loans hereunder would exceed the Swing Line Sublimit. The Administrative Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, the Swing Line Sublimit or (D) the Aggregate FILO Facility Commitments if (x) after giving effect thereto and any concurrent prepayments hereunder the Total Outstandings under the FILO Facility would exceed the Aggregate FILO Facility Commitments or (y) a FILO Draw Period is then in effect, provided, that notwithstanding the foregoing, the Aggregate FILO Facility Commitments may be terminated at any time in connection with the termination of all of the Commitments under this AgreementSection 2.06. Upon any reduction of the Aggregate Commitments, the Commitment of each Lender shall be reduced by such Lender’s Applicable Percentage of such reduction amount. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination. Any such notice of termination or reduction of commitments pursuant to this Section 2.06 may state that it is conditioned upon the occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.

Termination or Reduction of Commitments. (a) Concurrently with the Borrowing of any Term A-1 Loans on any Borrowing Date, the Term A-1 Commitment of each Term A-1 Lender will be permanently reduced on a dollar-for-dollar basis by the principal amount of Term A-1 Loans made by such Term A-1 Lender on such Borrowing Date. Concurrently with the Borrowing of any Term A-2 Loans on any Borrowing Date, the Term A-2 Commitment of each Term A-2 Lender will be permanently reduced on a dollar-for-dollar basis by the principal amount of Term A-2 Loans made by such Term A-2 Lender on such Borrowing Date. Concurrently with the Borrowing of the Term A-3 Loans on the Second Amendment Effective Date, the Term A-3 Commitment of each Term A-3 Lender will be permanently reduced to zero and be terminated. (b) Unless previously terminated, (i) the Aggregate Term A-1 Commitments will terminate in full at 5:00 p.m. on the last day of the Availability Period with respect to the Term A-1 Facility and (ii) the Aggregate Term A-2 Commitments will terminate in full at 5:00 p.m. on the last day of the Availability Period with respect to the Term A-2 Facility. (c) The Borrowers Borrower may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Term A-1 Commitments or the Aggregate Term A- 2 Commitments, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Commitments, Term A-1 Commitments or the Aggregate FILO Facility Term A-2 Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided, provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three 12:00 Noon five (35) Business Days prior to the date of termination or reduction, and (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof. Each such notice of termination shall specify such election to terminate, the relevant Class(es) of Commitments to be terminated, and the effective date thereof. The Administrative Agent will promptly notify the Lenders of the relevant Class(es) of any such notice of termination or reduction of Commitments of such Class(es). A notice delivered by the Borrower pursuant to this Section 2.07(c) may state that such notice is conditioned upon an event, such as the effectiveness of other credit facilities, the receipt of the proceeds from the issuance of Equity Interests or other Indebtedness or the receipt of the proceeds from a Disposition, in which case such notice may be revoked by the Borrower (iiiby notice to the Administrative Agent on or prior to the specified effective date) the Borrowers shall if such condition is not terminate or reduce satisfied. (Ad) Any reduction of the Aggregate Term A-1 Commitments if, after giving effect thereto and pursuant to any concurrent prepayments hereunder, Section 2.07(b) or (c) shall be applied to the Total Outstandings under Term A-1 Commitment of each Lender according to its Applicable Percentage of the Revolving Credit Facility would exceed Term A-1 Facility. Any reduction of the Aggregate Term A-2 Commitments under the Revolving Credit Facility, (Bpursuant to Section 2.07(b) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of LC Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, (C) the Swing Line Sublimit if, after giving effect thereto, and to any concurrent payments hereunder, the Outstanding Amount of Swing Line Loans hereunder would exceed the Swing Line Sublimit or (Dc) shall be applied to the Aggregate FILO Facility Commitments if (x) after giving effect thereto and any concurrent prepayments hereunder the Total Outstandings under the FILO Facility would exceed the Aggregate FILO Facility Commitments or (y) a FILO Draw Period is then in effect, provided, that notwithstanding the foregoing, the Aggregate FILO Facility Commitments may be terminated at any time in connection with the termination Term A-2 Commitment of all each Lender according to its Applicable Percentage of the Commitments under this Agreement.Term A-2

Termination or Reduction of Commitments. (a) The Borrowers Borrower may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Commitments, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Commitments, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided, provided that (i) any such notice shall be WEST\258439317.6 319678-00008950 received by the Administrative Agent not later than 11:00 10:00 a.m. three five (35) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of Five Million Dollars ($5,000,000 5,000,000) or any whole multiple of One Million Dollars ($1,000,000 1,000,000) in excess thereof, (iii) the Borrowers Borrower shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings under the Revolving Credit Facility would exceed the Aggregate Commitments under the Revolving Credit FacilityCommitments, and (Biv) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of LC Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, (C) the Swing Line Sublimit if, after giving effect thereto, and to any concurrent payments hereunder, the Outstanding Amount reduction of Swing Line Loans hereunder would exceed the Swing Line Sublimit or (D) the Aggregate FILO Facility Commitments if (x) after giving effect thereto and any concurrent prepayments hereunder or the Total Outstandings under L/C Sublimit exceeds the FILO Facility would exceed amount of the Aggregate FILO Facility Commitments Commitments, such Sublimit shall be automatically reduced by the amount of such excess. Administrative Agent will promptly notify the Lenders of any such notice of termination or (y) a FILO Draw Period is then in effectreduction of the Aggregate Commitments, provided, that notwithstanding the foregoing, any such notice (whether to terminate the Aggregate FILO Facility Commitments or to permanently reduce the Aggregate Commitments) may state that it is conditioned upon the effectiveness of other transactions, in which case such notice may be terminated at revoked or delayed by Borrower (by notice to Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any time in connection with the termination of all the Aggregate Commitments shall be paid on the effective date of the Commitments under this Agreementsuch termination.

Termination or Reduction of Commitments. (a) The Borrowers Borrower may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Commitments, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Commitments, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided, provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three (3) 12:00 noon five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers Borrower shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings under the Revolving Credit Facility would exceed the Aggregate Commitments under Commitments, and (iv) if, after giving effect to any reduction of the Revolving Credit FacilityAggregate Commitments, (B) the Alternative Currency Sublimit, the Letter of Credit Sublimit ifor the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, after giving effect theretosuch sublimit shall be automatically reduced by the amount of such excess; provided that a notice of termination of the Aggregate Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or upon the closing of any acquisition or disposition, in which case such notice may be revoked by the Outstanding Amount Borrower (by written notice to the Administrative Agent delivered on or prior to the date that is one (1) Business Day prior to such termination date) if such condition is not satisfied. The Administrative Agent will promptly notify the Lenders of LC Obligations any such notice of termination or reduction of the Aggregate Commitments. The amount of any such Aggregate Commitment reduction shall not fully Cash Collateralized hereunder would exceed be applied to the Alternative Currency Sublimit or the Letter of Credit Sublimit, (C) Sublimit unless otherwise specified by the Swing Line Sublimit if, after giving effect thereto, and to any concurrent payments hereunder, the Outstanding Amount Borrower. Any reduction of Swing Line Loans hereunder would exceed the Swing Line Sublimit or (D) the Aggregate FILO Facility Commitments if (x) after giving effect thereto and shall be applied to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any concurrent prepayments hereunder the Total Outstandings under the FILO Facility would exceed termination of the Aggregate FILO Facility Commitments or (y) a FILO Draw Period is then in effect, provided, that notwithstanding shall be paid on the foregoing, the Aggregate FILO Facility Commitments may be terminated at any time in connection with the termination effective date of all of the Commitments under this Agreementsuch termination.

Termination or Reduction of Commitments. (a) The Borrowers may, upon irrevocable notice from the Lead Borrower Prior to the Administrative AgentDelayed Draw Termination Date, the Borrowers shall have the right to terminate the Aggregate CommitmentsDelayed Draw Term Commitments or, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently time, to reduce the Aggregate amount of the Delayed Draw Term Commitments, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided, that (i) any . Any such notice reduction shall be received by in an amount equal to AUD5,000,000, or a whole multiple of AUD1,000,000 in excess thereof, and shall reduce permanently the Delayed Draw Term Commitments then in effect. The Borrowers shall notify the Administrative Agent not later than 11:00 a.m. of any election to terminate or reduce the Delayed Draw Term Commitments under this Section at least three (3) Business Days prior to the effective date of such termination or reduction, (ii) specifying such election and the effective date thereof. Promptly following receipt of any such partial reduction notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrowers pursuant to this Section shall be in an aggregate amount irrevocable; provided that a notice of $5,000,000 or any whole multiple termination of $1,000,000 in excess thereof, (iii) the Delayed Draw Term Commitments delivered by the Borrowers shall not terminate or reduce (A) may state that such notice is conditioned upon the Aggregate Commitments ifeffectiveness of other credit facilities, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings under the Revolving Credit Facility would exceed the Aggregate Commitments under the Revolving Credit Facility, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of LC Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, (C) the Swing Line Sublimit if, after giving effect thereto, and to any concurrent payments hereunder, the Outstanding Amount of Swing Line Loans hereunder would exceed the Swing Line Sublimit or (D) the Aggregate FILO Facility Commitments if (x) after giving effect thereto and any concurrent prepayments hereunder the Total Outstandings under the FILO Facility would exceed the Aggregate FILO Facility Commitments or (y) a FILO Draw Period is then in effect, provided, that notwithstanding the foregoing, the Aggregate FILO Facility Commitments which case such notice may be terminated at any time in connection with revoked by the Borrowers (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination of all or reduction of the Delayed Draw Term Commitments under this Agreementshall be permanent. Each reduction of the Delayed Draw Term Commitments shall be made ratably among the Lenders in accordance with their respective Delayed Draw Term Commitments.

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

Termination or Reduction of Commitments. (a) The Borrowers may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Revolver Commitments or the Aggregate WC Commitments, as the Aggregate FILO Facility Commitmentscase may be, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Revolver Commitments or Aggregate WC Commitments, as the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimitcase may be; provided, provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three (3) five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers shall not terminate or reduce (A) the Aggregate Revolver Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolver Outstandings under the Revolving Credit Facility would exceed the Aggregate Commitments under the Revolving Credit FacilityRevolver Commitments, and (Biv) the Letter of Credit Sublimit Borrowers shall not terminate or reduce the Aggregate WC Commitments if, after giving effect thereto, the Outstanding Amount of LC Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, (C) the Swing Line Sublimit if, after giving effect thereto, thereto and to any concurrent payments prepayments hereunder, the Outstanding Amount of Swing Line Loans hereunder would exceed the Swing Line Sublimit or (D) the Aggregate FILO Facility Commitments if (x) after giving effect thereto and any concurrent prepayments hereunder the Total WC Outstandings under the FILO Facility would exceed the Aggregate FILO Facility Commitments WC Commitments. The Administrative Agent will promptly notify the Lenders of any such notice of termination or (y) a FILO Draw Period is then in effect, provided, that notwithstanding the foregoing, reduction of the Aggregate FILO Facility Commitments Revolver Commitment or Aggregate WC Commitments, as the case may be. Any reduction of the Aggregate Revolver Commitment or Aggregate WC Commitments, as applicable shall be terminated at applied to the WC Commitment or Revolver Commitment of each Lender, as applicable, according to its Applicable Percentage. All fees accrued until the effective date of any time in connection with the termination of all the Aggregate Revolver Commitment or Aggregate WC Commitments, as the case may be, shall be paid on the effective date of the Commitments under this Agreementsuch termination.

Termination or Reduction of Commitments. Borrower may at any time and from time to time, without penalty or premium (a) The Borrowers mayexcept as provided in Article III and with respect to breakage of Eurodollar Rate Loans), upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Commitments, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Commitments, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided, provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three five (35) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of Five Million Dollars ($5,000,000 5,000,000) or any whole multiple of One Million Dollars ($1,000,000 1,000,000) in excess thereof, (iii) the Borrowers Borrower shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings under the Revolving Credit Facility would exceed the Aggregate Commitments under the Revolving Credit FacilityCommitments, and (Biv) the Letter of Credit Sublimit if, after giving effect theretoto any reduction of the Aggregate Commitments, the Outstanding Amount of LC Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, (C) L/C Sublimit or the Swing Line Sublimit ifexceeds the amount of the Aggregate Commitments, after giving effect theretosuch Sublimit shall be automatically reduced by the amount of such excess. Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination. The Agent and each Lender party hereto hereby waive the requirements set forth in the first sentence of Section 2.06(a) of the Existing Credit Agreement with respect to the reduction of the Aggregate Commitments occurring on the Closing Date (including, and to any concurrent payments hereunderfor the avoidance of doubt, the Outstanding Amount of Swing Line Loans hereunder would exceed the Swing Line Sublimit or (D) the Aggregate FILO Facility Commitments if (x) after giving effect thereto and any concurrent prepayments hereunder the Total Outstandings under the FILO Facility would exceed the Aggregate FILO Facility Commitments or (y) requirement that Borrower deliver a FILO Draw Period is then in effect, provided, that notwithstanding the foregoing, the Aggregate FILO Facility Commitments may be terminated at any time in connection notice with the termination of all of the Commitments under this Agreementrespect thereto).

Termination or Reduction of Commitments. (a) The Borrowers Company may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Tranche 1 Commitments, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Tranche 1 Commitments, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided, provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three (3) five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers Company shall not terminate or reduce (A) the Aggregate Tranche 1 Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Tranche 1 Outstandings under the Revolving Credit Facility would exceed the Aggregate Commitments under the Revolving Credit FacilityTranche 1 Commitments, (Biv) if, after giving effect to any reduction of the Aggregate Tranche 1 Commitments, the Alternative Currency Sublimit, the Letter of Credit Sublimit ifor the Swing Line Sublimit exceeds the amount of the Aggregate Tranche 1 Commitments, after giving effect theretosuch Sublimit shall be automatically reduced by the amount of such excess, (v) no such reduction or termination under any Tranche hereunder shall be permitted unless a reduction or termination is made simultaneously under the Outstanding Amount other Tranche on a pro rata basis, and (vi) any such notice may state that it is conditioned upon the occurrence or non-occurrence of LC Obligations any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Company (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not fully Cash Collateralized hereunder would exceed satisfied. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Tranche 1 Commitments. The amount of any such Aggregate Tranche 1 Commitment reduction shall not be applied to the Alternative Currency Sublimit or the Letter of Credit Sublimit, (C) Sublimit unless otherwise specified by the Swing Line Sublimit if, after giving effect thereto, and to any concurrent payments hereunder, the Outstanding Amount Company. Any reduction of Swing Line Loans hereunder would exceed the Swing Line Sublimit or (D) the Aggregate FILO Facility Tranche 1 Commitments if shall be applied to the Tranche 1 Commitment of each Tranche 1 Lender according to its Applicable Tranche 1 Percentage (x) after giving effect thereto and other than a reduction pursuant to Section 2.14(f)). All fees accrued until the effective date of any concurrent prepayments hereunder the Total Outstandings under the FILO Facility would exceed termination of the Aggregate FILO Facility Tranche 1 Commitments or (y) a FILO Draw Period is then in effect, provided, that notwithstanding shall be paid on the foregoing, the Aggregate FILO Facility Commitments may be terminated at any time in connection with the termination effective date of all of the Commitments under this such termination. Credit Agreement.

Termination or Reduction of Commitments. (a) The Borrowers mayBorrower shall have the right, upon irrevocable notice from the Lead Borrower delivered to the Administrative Agent, terminate the Aggregate Commitments, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Commitments, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided, that (i) any such notice shall be received by the Administrative Agent not no later than 11:00 a.m. 1:00 P.M., New York City time, at least three (3) Business Days prior to the proposed date of termination or reductionreduction (or at least one Business Day in the case of a termination of the Original Revolving Commitments), (ii) to terminate the Revolving Commitments or, from time to time, to reduce the amount of the Revolving Commitments; provided that no such termination or reduction shall be permitted if, after giving effect thereto and to any prepayments of the Revolving Loans or Swingline Loans made on the effective date thereof, the Revolving Extensions of Credit of any Revolving Lender would exceed such partial Revolving Lender's Revolving Commitment. Any such reduction shall be in an aggregate amount of equal to $5,000,000 10,000,000, or any a whole multiple of $1,000,000 in excess thereof, (iii) shall reduce permanently the Borrowers Revolving Commitments then in effect and shall not terminate or be applied to reduce (A) the Aggregate Revolving Commitments ifof the Revolving Lenders as the Borrower may designate, after giving effect thereto and but in any event, in the case of Revolving Commitments with the same Revolving Termination Date, on a pro rata basis among such Revolving Commitments based on the respective amount of such Revolving Commitments of each Revolving Lender. Each notice delivered by the Borrower pursuant to any concurrent prepayments hereunderthis Section shall be irrevocable, provided that such notice may state that it is conditioned upon the Amendment No. 2 Effective Date, the Total Outstandings under the Revolving Credit Facility would exceed the Aggregate Commitments under the Revolving Credit Facility, effectiveness of other credit facilities (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of LC Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, (C) the Swing Line Sublimit if, after giving effect thereto, and to any concurrent payments hereunder, the Outstanding Amount of Swing Line Loans hereunder would exceed the Swing Line Sublimit or (D) the Aggregate FILO Facility Commitments if (x) after giving effect thereto and any concurrent prepayments hereunder the Total Outstandings under the FILO Facility would exceed the Aggregate FILO Facility Commitments or (y) a FILO Draw Period is then in effect, provided, that notwithstanding the foregoing, the Aggregate FILO Facility Commitments may be terminated at any time in connection with the termination of all of the Commitments including under this Agreement), the consummation of a particular Disposition or the occurrence of a change of control, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. For the -42- avoidance of doubt, all Original Revolving Commitments shall terminate on the Amendment No. 2 Effective Date.

Termination or Reduction of Commitments. (a) The Borrowers Company may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, (a) terminate the Aggregate Revolving Commitments and/or the Aggregate Alternative Currency Commitments, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or (b) from time to time permanently reduce the Aggregate CommitmentsRevolving Commitments to an amount not less than the Outstanding Amount of Revolving Loans, Swing Line Loans and L/C Obligations and (c) from time to time permanently reduce the Aggregate FILO Facility Commitments, Alternative Currency Commitments to an amount not less than the Letter Outstanding Amount of Credit Sublimit or the Swing Line SublimitForeign Loans; provided, provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three 12:00 noon five (35) Business Days prior to the date of termination or reduction, (ii) any such partial reduction of the Aggregate Revolving Commitments or the Aggregate Alternative Currency Commitments, as applicable, shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, thereof and (iii) the Borrowers shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings under the Revolving Credit Facility would exceed reduction of the Aggregate Commitments under the Revolving Credit FacilityCommitments, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of LC Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, (C) or the Swing Line Sublimit if, after giving effect thereto, and to any concurrent payments hereunder, exceeds the Outstanding Amount amount of Swing Line Loans hereunder would exceed the Swing Line Sublimit or (D) the Aggregate FILO Facility Commitments if (x) after giving effect thereto and Revolving Commitments, such sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any concurrent prepayments hereunder the Total Outstandings under the FILO Facility would exceed such notice of termination or reduction of the Aggregate FILO Facility Revolving Commitments or (y) a FILO Draw Period is then in effect, provided, that notwithstanding the foregoing, the Aggregate FILO Facility Alternative Currency Commitments, as applicable. Any reduction of the Aggregate Revolving Commitments may or the Aggregate Alternative Currency Commitments, as applicable, shall be terminated at applied to the Revolving Commitment or the Alternative Currency Commitment, as applicable, of each Lender according to its Applicable Percentage. All fees accrued with respect thereto until the effective date of any time in connection with the termination of all the Aggregate Revolving Commitments and/or or the Aggregate Alternative Currency Commitments shall be paid on the effective date of the Commitments under this Agreementsuch termination.

Termination or Reduction of Commitments. (a) The Borrowers Company may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Commitments, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Commitments, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided, provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three (3) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers Company shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings under the Revolving Credit Facility would exceed the Aggregate Commitments under Commitments, and (iv) if, after giving effect to any reduction of the Revolving Aggregate Commitments, the Alternative Currency Sublimit, the Letter of Credit FacilitySublimit, (B) the Swing Line Sublimit or the Designated Borrower Sublimit exceeds the amount of the Aggregate Commitments, the applicable sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. The amount of any such Aggregate Commitment reduction shall not be applied to the Alternative Currency Sublimit, the Letter of Credit Sublimit or the Designated Borrower Sublimit unless otherwise specified by the Company. The Company may from time to time, upon not less than three Business Days’ notice from the Company to the Administrative Agent (or such shorter period as may be agreed by the Administrative Agent in its sole discretion), reduce the Designated Borrower Sublimit by $50,000,000 or any whole multiple thereof, without any corresponding reduction in the Aggregate Commitments; provided that such reduction shall only be permitted if, after giving effect thereto, the Outstanding Amount of LC Obligations outstanding Loans payable by the Designated Borrowers do not fully Cash Collateralized hereunder would exceed the Letter Designated Borrower Sublimit as so reduced. Any reduction of Credit Sublimit, (C) the Swing Line Sublimit if, after giving effect thereto, and to any concurrent payments hereunder, the Outstanding Amount of Swing Line Loans hereunder would exceed the Swing Line Sublimit or (D) the Aggregate FILO Facility Commitments if (x) after giving effect thereto and shall be applied to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any concurrent prepayments hereunder the Total Outstandings under the FILO Facility would exceed termination of the Aggregate FILO Facility Commitments or (y) a FILO Draw Period is then shall be paid on the effective date of such termination. Notwithstanding anything to the contrary contained in effectthis Agreement, provided, that notwithstanding the foregoing, the Aggregate FILO Facility Commitments may be terminated at any time in connection with such notice of the termination of all of the Commitments under this AgreementAggregate Commitments, may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Company (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.

Termination or Reduction of Commitments. (a) The Borrowers mayBorrower shall have the right, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Commitments, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Commitments, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided, that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three (3) A.M., New York City time, one Business Days Day prior to the date of termination or reduction, to terminate the Aggregate Tranche 1 Commitments or, from time to time, to reduce the amount of the Aggregate Tranche 1 Commitments; provided that (iii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, and shall reduce permanently the Tranche 1 Commitments then in effect and (iiiii) in the Borrowers shall not terminate case of termination of Tranche 1 Commitments, a notice of termination may state that such notice is conditional upon the consummation of an acquisition or reduce (A) sale transaction or upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or other transactions, in which case such notice of termination may be revoked by the Borrower. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings under the Revolving Credit Facility would exceed Tranche 1 Commitments. Any reduction of the Aggregate Tranche 1 Commitments under shall be applied to the Revolving Credit Facility, (B) Tranche 1 Commitment of each Tranche 1 Lender according to its Applicable Tranche 1 Percentage. All fees accrued until the Letter effective date of Credit Sublimit if, after giving effect thereto, the Outstanding Amount any termination of LC Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, (C) the Swing Line Sublimit if, after giving effect thereto, and to any concurrent payments hereunder, the Outstanding Amount of Swing Line Loans hereunder would exceed the Swing Line Sublimit or (D) the Aggregate FILO Facility Tranche 1 Commitments if (x) after giving effect thereto and any concurrent prepayments hereunder shall be paid on the Total Outstandings under the FILO Facility would exceed the Aggregate FILO Facility Commitments or (y) a FILO Draw Period is then in effect, provided, that notwithstanding the foregoing, the Aggregate FILO Facility Commitments may be terminated at any time in connection with the termination effective date of all of the Commitments under this Agreementsuch termination.

Termination or Reduction of Commitments. (a) The Borrowers Company may, at its discretion, and upon irrevocable notice from the Lead Borrower to the Administrative Agent, on any date terminate the Aggregate Commitments, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit Commitments or from time to time time, permanently reduce the Aggregate Commitments, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided, provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three (3) five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of at least $5,000,000 or any whole multiple 1,000,000 and in multiples of $1,000,000 500,000 in excess thereofthereof or, if less, the entire Aggregate Commitments (iii) the Borrowers Company shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings under the Revolving Credit Facility would exceed the Aggregate Commitments. Each optional termination of the Aggregate Commitments under shall be allocated between the Revolving Credit FacilityClass A Loan Commitment and Class A-1 Loan Commitment at the election of the Borrower; provided, however, that in no event may the Borrower effect a termination of the Class A-1 Loan Commitment in whole or in part that would result in a Class A-1 Loan Fraction that is lower than the Class A-1 Loan Fraction as of the Closing Date. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any termination of the Class A Loan Commitment shall be applied to the Class A Loan Commitment of each Lender, and any termination of the Class A-1 Loan Commitment shall be applied to the Class A-1 Loan Commitment of each Lender, in each case, according to its Applicable Loan Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination. Notwithstanding anything herein to the contrary, the Borrower may rescind any such notice not later than 1:00 p.m. on the Business Day before such termination was scheduled to take place if such termination would have resulted from a refinancing of the Commitments, which refinancing will not be consummated or will otherwise be delayed. (b) On any date on which the Borrower terminates or permanently reduces the Aggregate Commitments as set forth above, unless the Commitment reductions are solely pro rata based on the Class A Loan Commitment and Class A-1 Loan Commitment as of the date, (Bi) the Letter of Credit Sublimit if, after giving effect thereto, Borrower shall prepay on the Outstanding Amount of LC Obligations not fully Cash Collateralized hereunder would exceed relevant date in accordance with Section 2.03 the Letter of Credit Sublimit, (C) the Swing Line Sublimit if, after giving effect thereto, and to any concurrent payments hereunder, the Outstanding Amount of Swing Line Loans hereunder would exceed the Swing Line Sublimit or (D) the Aggregate FILO Facility Commitments if (x) after giving effect thereto and any concurrent prepayments hereunder the Total Outstandings under the FILO Facility would exceed the Aggregate FILO Facility Commitments or (y) a FILO Draw Period is then in effect, provided, that notwithstanding the foregoing, the Aggregate FILO Facility Commitments may be terminated at any time in connection with the termination of all of the Commitments under this Agreement.aggregate 26

Termination or Reduction of Commitments. (a) The Borrowers Company may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Commitments, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Commitments, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided, provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three (3) five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers Company shall not terminate or reduce (A) the Aggregate Commitments U.S. Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total U.S. Revolving Credit Outstandings under would exceed the U.S. Revolving Credit Facility would exceed the Aggregate Commitments under the Revolving Credit Facility, or (B) the Letter of Global Revolving Credit Sublimit Facility if, after giving effect theretothereto and to any concurrent prepayments hereunder, the Outstanding Amount of LC Obligations not fully Cash Collateralized hereunder Total Global Revolving Credit Outstandings would exceed the Global Revolving Credit Facility, and (iv) if, after giving effect to any reduction of the Aggregate Commitments, the Letter of Credit Sublimit, (C) the Designated Borrower Sublimit or the Swing Line Sublimit if, after giving effect thereto, and to any concurrent payments hereunder, exceeds the Outstanding Amount amount of Swing Line Loans hereunder would exceed the Swing Line Sublimit or (D) the Aggregate FILO Facility Commitments if (x) after giving effect thereto and any concurrent prepayments hereunder Commitments, such Sublimit shall be automatically reduced by the Total Outstandings under the FILO Facility would exceed the Aggregate FILO Facility Commitments or (y) a FILO Draw Period is then in effect, amount of such excess; provided, further, that notwithstanding the foregoing, the Aggregate FILO Facility Commitments may be terminated at any time if such notice is given in connection with a refinancing of all Obligations (other than contingent indemnification obligations), such notice may be conditional on the effectiveness of the replacement credit agreement or other similar document and may be revoked by the Borrower if such condition is not satisfied. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. The amount of any such Aggregate Commitment reduction shall not be applied to the Letter of Credit Sublimit unless otherwise specified by the Company. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of all the Aggregate Commitments shall be paid on the effective date of the Commitments under this Agreementsuch termination.

Termination or Reduction of Commitments. (a) The Borrowers mayBorrower shall have the right, upon irrevocable not less than 15 Business Days' notice from the Lead Borrower to the Administrative Agent, (i) to terminate entirely all of the Aggregate Commitments, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit Commitments or the Swing Line Sublimit or (ii) from time to time permanently to reduce the Aggregate CommitmentsCommitted Amount of each of the Senior Facility Lenders, so long as the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided, that (i) any Completion Guarantee remains in full force and effect and there is no material breach thereunder which has occurred and is Continuing. Any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three (3) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings under the Revolving Credit Facility would exceed the Aggregate Commitments under the Revolving Credit Facility, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of LC Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, (C) the Swing Line Sublimit if, after giving effect thereto, and to any concurrent payments hereunder, the Outstanding Amount of Swing Line Loans hereunder would exceed the Swing Line Sublimit or (D) the Aggregate FILO Facility Commitments if (x) after giving effect thereto and any concurrent prepayments hereunder the Total Outstandings under the FILO Facility would exceed reduce permanently the Aggregate FILO Committed Amount of each of the Senior Facility Commitments or Lenders and (y) be required to be made pro rata among the Senior Facility Lenders in accordance with their respective Commitment Percentages. The Borrower shall have the right, at its discretion, to allocate the reduction to the Aggregate Committed Amount of the Commercial Banks between their respective Base Committed Amounts and Stand-By Committed Amounts, provided that the same allocation shall be made for each Commercial Bank. Upon any such reduction in the Aggregate Committed Amount of the Senior Facility Lenders, the Borrower shall promptly provide to the Senior Facility Lenders a FILO Draw Period is then funding plan which shall show in effectthe Borrower's good faith judgment that it has sufficient resources to pay for the remainder of construction costs for the Sulfide Project, provided, that notwithstanding such funding plan shall be provided for informational purposes only and shall not bind, constitute a condition precedent, or otherwise limit the foregoing, Borrower's discretion to terminate the Commitments or reduce the Aggregate FILO Facility Commitments may be terminated at any time in connection with the termination of all Committed Amount of the Commitments under this AgreementSenior Facility Lenders in any way.

Termination or Reduction of Commitments. (a) The Borrowers Borrower may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Revolving Commitments, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Revolving Commitments, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided, provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three (3) five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers Borrower shall not terminate or reduce (A) the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings under the Revolving Credit Facility would exceed the Aggregate Commitments under the Revolving Credit Facility, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of LC Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, (C) the Swing Line Sublimit if, after giving effect thereto, and to any concurrent payments hereunder, the Outstanding Amount of Swing Line Loans hereunder would exceed the Aggregate Revolving Commitments, and (iv) if, after giving effect to any reduction of the Aggregate Revolving Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Commitments, such Sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Revolving Commitments. The Aggregate Revolving Commitments shall be reduced by the amount of Revolving Loans required to be prepaid pursuant to Sections 2.06(d), (e), (f), (g) or (D) h), whether or not such amount of Revolving Loans are outstanding. Any reduction of the Aggregate FILO Facility Revolving Commitments if (x) after giving effect thereto and shall be applied to the Revolving Commitment of each Lender according to its Revolving Pro Rata Share. All Revolving Commitment Fees accrued until the effective date of any concurrent prepayments hereunder the Total Outstandings under the FILO Facility would exceed termination of the Aggregate FILO Facility Revolving Commitments or (y) a FILO Draw Period is then in effect, provided, that notwithstanding shall be paid on the foregoingeffective date of such termination. If the Additional Subordinated Debt has not been issued by the last day of fiscal year 2005, the Aggregate FILO Facility Revolving Commitments may shall automatically be terminated at reduced by an amount equal to the remainder of (i) $25,000,000 minus (ii) any time in connection with the termination of all voluntary reductions of the Aggregate Revolving Commitments under this Agreementprior to such date.

Termination or Reduction of Commitments. (a) The Mettler-Toledo International on behalf of the Borrowers maymxx, upon irrevocable notice from the Lead Borrower xxxx xxxice to the Administrative Agent, terminate the Aggregate Commitments, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Commitments, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided, provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three (3) five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 1 million or any whole multiple of $1,000,000 1 million in excess thereof, (iii) Mettler-Toledo International on behalf of the Borrowers shall not terminate or nox xxxxxxxxx xx reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings under the Revolving Credit Facility would exceed the Aggregate Commitments under Commitments, and (iv) if, after giving effect to any reduction of the Revolving Credit FacilityAggregate Commitments, (B) the Letter of Credit Sublimit ifor the Subsidiary Swingline Borrower Sublimit exceeds the amount of the Aggregate Commitments, after giving effect thereto, such Sublimit shall be automatically reduced by the Outstanding Amount amount of LC Obligations any such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Pro Rata Share. The amount of any such Aggregate Commitment reduction shall not fully Cash Collateralized hereunder would exceed be applied to the Letter of Credit SublimitSublimit or the Subsidiary Swingline Borrower Sublimit unless otherwise specified by Mettler-Toledo International on behalf of the Borrowers; providxx, (C) the Swing Line xx Xxxxxxx-Toledo International so elects a Letter of Credit Sublimxx xx Xxxxxxxxry Swingline Borrower Sublimit if, after giving effect thereto, and to any concurrent payments hereunderreduction, the Outstanding Amount reduction shall comply with the proviso in the initial sentence of Swing Line Loans hereunder would exceed this Section 2.06. All fees accrued until the Swing Line Sublimit or (D) effective date of any termination of the Aggregate FILO Facility Commitments if (x) after giving effect thereto and any concurrent prepayments hereunder shall be paid on the Total Outstandings under the FILO Facility would exceed the Aggregate FILO Facility Commitments or (y) a FILO Draw Period is then in effect, provided, that notwithstanding the foregoing, the Aggregate FILO Facility Commitments may be terminated at any time in connection with the termination effective date of all of the Commitments under this Agreementsuch termination.

Termination or Reduction of Commitments. (a) The Borrowers Company may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Commitments, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Commitments, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided, provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 9:00 a.m. three (3) five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers Company shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings under plus the Revolving Credit Facility Alternative Currency Reserve (if any) would exceed the Aggregate Commitments under the Revolving Credit FacilityCommitments, and (Biv) the Letter of Credit Sublimit if, after giving effect theretoto any reduction of the Aggregate Commitments, the Outstanding Amount of LC Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, (C) FLOC Sublimit or the Swing Line Sublimit ifexceeds the amount of the Aggregate Commitments, after giving effect theretosuch sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. The amount of any such Aggregate Commitment reduction shall not be applied to the FLOC Sublimit unless otherwise specified by the Company. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Applicable Percentage. Any notice of termination or reduction of commitments, and to any concurrent payments hereundercorresponding notice of prepayment, may state that it is conditioned upon the effectiveness of other credit facilities or the incurrence of other Indebtedness, the Outstanding Amount consummation of Swing Line Loans hereunder would exceed a particular Disposition or the Swing Line Sublimit occurrence of a Change of Control, in which case such notice may be revoked (by notice to the Administrative Agent on or (Dprior to the specified prepayment date) if such condition is not satisfied. All fees accrued until the effective date of any termination of the Aggregate FILO Facility Commitments if (x) after giving effect thereto and any concurrent prepayments hereunder shall be paid on the Total Outstandings under the FILO Facility would exceed the Aggregate FILO Facility Commitments or (y) a FILO Draw Period is then in effect, provided, that notwithstanding the foregoing, the Aggregate FILO Facility Commitments may be terminated at any time in connection with the termination effective date of all of the Commitments under this Agreementsuch termination.