Common use of Reduction of Commitments Clause in Contracts

Reduction of Commitments. (a) At any time the Borrower may, upon at least five (5) Business Days’ prior written notice to the Administrative Agent and the Account Bank, reduce the Facility Amount to an amount not less than the Loans Outstanding, which reduction shall be applied, unless otherwise Consented to by the Administrative Agent, to the Commitments of each Lender pro rata based on the Lender Percentage represented by such Commitment. If any such written notice is delivered after 3:00 p.m., Atlanta, Georgia time, five (5) Business Days prior, such notice shall be deemed to be received prior to 3:00 p.m., Atlanta, Georgia time, on the next succeeding Business Day. Each partial reduction shall be in a minimum aggregate amount of $5,000,000 or integral multiples of $1,000,000 in excess thereof. Any request for a reduction in the Facility Amount shall be irrevocable and the Borrower shall deliver no more than four such requests in any 12-month period. (b) In connection with any reduction of the Facility Amount, the Borrower shall remit to the Administrative Agent, for payment to each Lender, (i) instructions regarding such reduction and (ii) cash in an amount sufficient to pay any Aggregate Unpaids with respect to such reduction, including any associated Breakage Costs. Upon receipt of any such amounts, the Administrative Agent shall apply such amounts first to the pro rata reduction of the Loans Outstanding, second to the payment of the remaining Aggregate Unpaids with respect thereto, including any Breakage Costs, by paying such amounts to the Lenders pro rata, based on their respective Lender Percentages. (c) On the Commitment Termination Date, the Commitments of all Lenders shall be automatically reduced to zero; provided, that if the Commitment Termination Date occurs solely due to the occurrence of an Early Amortization Event and all Lenders have consented to the waiver of such Early Amortization Event, then the Commitments of all Lenders shall remain at their levels immediately prior to the occurrence of such Early Amortization Event.

Reduction of Commitments. (a) At any time the Borrower may, upon at least five (5) Business Days’ prior written notice to the Administrative Agent and Agent, each Agent, the Account BankBank and each Hedge Counterparty, reduce the Facility Amount to an amount not less than the Loans Outstanding, which reduction shall be applied, unless otherwise Consented to by the Administrative AgentAgent and the Agents, to the Commitments of each Lender pro rata based on the Lender Percentage represented by such Commitment. Any such reduction of the Commitment of any Lender shall also reduce the related Mandatory Commitment of such Lender by the same amount. If any such written notice is delivered after 3:00 p.m., Atlanta, Georgia New York City time, five (5) Business Days prior, such notice shall be deemed to be received prior to 3:00 p.m., Atlanta, Georgia New York City time, on the next succeeding Business Day. Each partial reduction shall be in a minimum aggregate amount of $5,000,000 or integral multiples of $1,000,000 in excess thereof. Any request for a reduction in the Facility Amount shall be irrevocable and the Borrower shall deliver no more than four such requests in any 12-month period. (b) In connection with any reduction of the Facility Amount, the Borrower shall remit to the Administrative AgentAgent and the Agents, for payment to each Lender, (i) instructions regarding such reduction and (ii) cash in an amount sufficient to pay any Aggregate Unpaids with respect to such reduction, including any associated Breakage Costs; provided, that no such reduction shall be given effect unless the Borrower has complied with the terms of any Hedging Agreement requiring that one or more Hedge Transactions be terminated in whole or in part as a result of any such reduction in the Loans Outstanding and the Borrower has paid all Hedge Breakage Costs due to the relevant Hedge Counterparty for any such termination. Upon receipt of any such amounts, the Administrative Agent and Agents shall apply such amounts first to the pro rata reduction of the Loans Outstanding, second to the payment of the remaining Aggregate Unpaids with respect thereto, including any Breakage Costs, by paying such amounts to the Lenders pro rata, based on their respective Lender Percentages. (c) On the Commitment Termination Date for a Committed Lender, the Mandatory Commitment and the Commitment of such Committed Lender shall be automatically reduced to zero. On the Termination Date, the Mandatory Commitments and the Commitments of all Committed Lenders shall be automatically reduced to zero; provided, that if the Commitment Termination Date occurs solely due to the occurrence of an Early Amortization Event and all Lenders have consented to the waiver of such Early Amortization Event, then the Mandatory Commitments and the Commitments of all Committed Lenders shall remain at their levels immediately prior to the occurrence of such Early Amortization Event.

Reduction of Commitments. (a) At any time the Borrower may, upon at least five (5) Business Days’ prior written notice to the Administrative Agent and Agent, the Account BankBank and each Hedge Counterparty, reduce the Facility Amount to an amount not less than the Loans Outstanding, which reduction shall be applied, unless otherwise Consented to by the Administrative Agent, to the Commitments of each Lender pro rata based on the Lender Percentage represented by such Commitment. If any such written notice is delivered after 3:00 p.m., Atlanta, Georgia time, five (5) Business Days prior, such notice shall be deemed to be received prior to 3:00 p.m., Atlanta, Georgia New York City time, on the next succeeding Business Day. Each partial reduction shall be in a minimum aggregate amount of $5,000,000 or integral multiples of $1,000,000 in excess thereof. Any request for a reduction in the Facility Amount shall be irrevocable and the Borrower shall deliver no more than four such requests in any 12-month period. (b) In connection with any reduction of the Facility Amount, the Borrower shall remit to the Administrative Agent, for payment to each Lender, (i) instructions regarding such reduction and (ii) cash in an amount sufficient to pay any Aggregate Unpaids with respect to such reduction, including any associated Breakage Costs; provided, that no such reduction shall be given effect unless the Borrower has complied with the terms of any Hedging Agreement requiring that one or more Hedge Transactions be terminated in whole or in part as a result of any such reduction in the Loans Outstanding and the Borrower has paid all Hedge Breakage Costs due to the relevant Hedge Counterparty for any such termination. Upon receipt of any such amounts, the Administrative Agent and Agents shall apply such amounts first to the pro rata reduction of the Loans Outstanding, second to the payment of the remaining Aggregate Unpaids with respect thereto, including any Breakage Costs, by paying such amounts to the Lenders pro rata, based on their respective Lender Percentages. (c) On the Commitment Termination Date, the Commitments of all Lenders shall be automatically reduced to zero; provided, that if the Commitment Termination Date occurs solely due to the occurrence of an Early Amortization Event and all Lenders have consented to the waiver of such Early Amortization Event, then the Commitments of all Lenders shall remain at their levels immediately prior to the occurrence of such Early Amortization Event.

Reduction of Commitments. (a) At any time The Borrower shall have the Borrower mayright, upon at least five three (53) Business Days’ prior written notice to the Administrative Agent and the Account Bank, reduce the Facility Amount to an amount not less than the Loans Outstanding, which reduction shall be applied, unless otherwise Consented to by the Administrative Agent, to terminate in whole or reduce ratably in part the Commitments of Unused Revolving Credit Commitments; provided that each Lender pro rata based on the Lender Percentage represented by such Commitment. If any such written notice is delivered after 3:00 p.m., Atlanta, Georgia time, five (5) Business Days prior, such notice shall be deemed to be received prior to 3:00 p.m., Atlanta, Georgia time, on the next succeeding Business Day. Each partial reduction shall be in a the minimum aggregate amount of $5,000,000 or 10,000,000 and in an integral multiples multiple of $1,000,000 5,000,000; provided further that no such termination or reduction shall be made pursuant to this Section 2.05, unless after giving effect thereto, the Revolving Credit Facility equals or exceeds the aggregate Letter of Credit Commitments of the Issuing Banks. The Borrower shall have the right, upon at least three (3) Business Days’ notice to the Agent and an Issuing Bank to terminate in excess thereof. Any request for a whole or reduce the Letter of Credit Commitment of such Issuing Bank; provided that each partial reduction shall be in the Facility Amount shall be irrevocable minimum amount of $10,000,000 and the Borrower shall deliver in an integral multiple of $5,000,000; provided further that no more than four such requests in any 12-month period. (b) In connection with any termination or reduction of the Facility AmountLetter of Credit Commitment of any Issuing Bank shall be made pursuant to this Section 2.05, unless after giving effect thereto, the Borrower shall remit Letter of Credit Commitment of such Issuing Bank equals or exceeds the sum of the Available Amount of all outstanding Letters of Credit issued by such Issuing Bank plus the principal amount of all outstanding Letter of Credit Advances relating to the Administrative Agent, for payment to each Lender, (i) instructions regarding any Letter of Credit issued by such reduction and (ii) Issuing Bank plus cash in an amount sufficient to pay any Aggregate Unpaids collateral deposited with such Issuing Bank with respect to any Exercising Bank or Non-Extending Bank. A notice of termination of the Commitments delivered by the Borrower may state that such reductionnotice is conditioned upon the effectiveness of other credit facilities, including any associated Breakage Costs. Upon receipt of any and such amounts, notice may be revoked by the Administrative Agent shall apply such amounts first Borrower (by notice to the pro rata reduction of the Loans Outstanding, second to the payment of the remaining Aggregate Unpaids with respect thereto, including any Breakage Costs, by paying such amounts to the Lenders pro rata, based Agent on their respective Lender Percentages. (c) On the Commitment Termination Date, the Commitments of all Lenders shall be automatically reduced to zero; provided, that if the Commitment Termination Date occurs solely due to the occurrence of an Early Amortization Event and all Lenders have consented to the waiver of such Early Amortization Event, then the Commitments of all Lenders shall remain at their levels immediately or prior to the occurrence specified effective date) if such condition is not satisfied. Any termination or reduction of such Early Amortization Eventany of the Commitments shall be permanent.

Reduction of Commitments. (a) At any time the Borrower may, upon at least five (5) Business Days’ prior written notice to the Administrative Agent and Agent, the Account BankBank and each Hedge Counterparty, reduce the Facility Amount to an amount not less than the Loans Outstanding, which reduction shall be applied, unless otherwise Consented to by the Administrative Agent, to the Commitments of each Lender pro rata based on the Lender Percentage represented by such Commitment. If any such written notice is delivered after 3:00 p.m., Atlanta, Georgia time, five (5) Business Days prior, such notice shall be deemed to be received prior to 3:00 p.m., Atlanta, Georgia time, on the next succeeding Business Day. Each partial reduction shall be in a minimum aggregate amount of $5,000,000 or integral multiples of $1,000,000 in excess thereof. Any request for a reduction in the Facility Amount shall be irrevocable and the Borrower shall deliver no more than four such requests in any 12-month period. (b) In connection with any reduction of the Facility Amount, the Borrower shall remit to the Administrative Agent, for payment to each Lender, (i) instructions regarding such reduction and (ii) cash in an amount sufficient to pay any Aggregate Unpaids with respect to such reduction, including any associated Breakage Costs; provided, that no such reduction shall be given effect unless the Borrower has complied with the terms of any Hedging Agreement requiring that one or more Hedge Transactions be terminated in whole or in part as a result of any such reduction in the Loans Outstanding and the Borrower has paid all Hedge Breakage Costs due to the relevant Hedge Counterparty for any such termination. Upon receipt of any such amounts, the Administrative Agent shall apply such amounts first to the pro rata reduction of the Loans Outstanding, second to the payment of the remaining Aggregate Unpaids with respect thereto, including any Breakage Costs, by paying such amounts to the Lenders pro rata, based on their respective Lender Percentages. (c) On the Commitment Termination Date, the Commitments of all Lenders shall be automatically reduced to zero; provided, that if the Commitment Termination Date occurs solely due to the occurrence of an Early Amortization Event and all Lenders have consented to the waiver of such Early Amortization Event, then the Commitments of all Lenders shall remain at their levels immediately prior to the occurrence of such Early Amortization Event.

Reduction of Commitments. (a) At any time the Borrower may, upon Upon at least five (5) Business Days’ calendar days prior written notice to the Administrative Agent Agent, the Company shall have the right, without premium or penalty, to terminate the Commitments, in whole or in part, provided that: (i) Any such termination shall apply to ratably and permanently reduce the Account Commitment of each Bank, reduce the Facility Amount to an amount not less than the (ii) no voluntary prepayment of Bid Rate Loans Outstandingwill be permitted, which reduction shall be applied, unless otherwise Consented to by the Administrative Agent, to the Commitments of each Lender pro rata based on the Lender Percentage represented by such Commitment. If (iii) any such written notice is delivered after 3:00 p.m., Atlanta, Georgia time, five (5) Business Days prior, such notice shall be deemed to be received prior to 3:00 p.m., Atlanta, Georgia time, on the next succeeding Business Day. Each partial reduction termination shall be in a minimum an aggregate amount of at least $5,000,000 or 10,000,000 and integral multiples of $1,000,000 5,000,000 in excess thereof. Any request for , (iv) after a partial termination of Commitments, any Bank with Bid Rate Loans outstanding in excess of its reduced Commitment will be deemed to have made a Bid Rate Loan in excess of its Commitment as provided in Section 2.01, (v) to the extent a prepayment results from a whole or partial termination of the Commitments, the Company will pay all costs relating to prepayment of a LIBOR Loan as set forth in Section 2.11 and (vi) the Company shall comply with the provisions of Section 2.06(B); and (B) If after a partial termination of the Commitments, one or more Banks has outstanding Base Rate Loans and LIBOR Loans, in the aggregate, in excess of the such Bank's reduced Commitment then the Company shall reduce, by prepayment, the subject Base Rate Loans and LIBOR Loans to the amount of such Bank's Commitment on the effective date of any such partial termination; and (C) If after a partial termination of the Commitments, no Bank has outstanding Base Rate Loans and LIBOR Loans, in the aggregate, in excess of the Bank's reduced Commitment, then, unless otherwise required under Section 2.06(B), no prepayment shall be required by the Company in connection with such partial termination of the Commitments. (D) Upon a reduction in the Facility Amount shall be irrevocable and the Borrower shall deliver no more than four such requests in any 12-month period. (b) In connection with any reduction of the Facility AmountCommitments, the Borrower shall remit to facility fee, as described in Section 2.07, will be determined based on the Administrative Agentreduced Commitments and, for payment to each Lender, (i) instructions regarding such reduction and (ii) cash in an amount sufficient to pay any Aggregate Unpaids with respect to such reduction, including any associated Breakage Costs. Upon receipt of any such amountsaccordingly, the Administrative Agent shall apply such amounts first to the pro rata reduction of the Loans Outstanding, second to the payment of the remaining Aggregate Unpaids with respect thereto, including any Breakage Costs, by paying such amounts to the Lenders pro rata, based on their respective Lender Percentagesfacility fee for each Bank will be reduced. (c) On the Commitment Termination Date, the Commitments of all Lenders shall be automatically reduced to zero; provided, that if the Commitment Termination Date occurs solely due to the occurrence of an Early Amortization Event and all Lenders have consented to the waiver of such Early Amortization Event, then the Commitments of all Lenders shall remain at their levels immediately prior to the occurrence of such Early Amortization Event.

Reduction of Commitments. (a) At any time the Borrower may, upon at least five (5) Business Days’ ' prior written notice to the Administrative Agent and Agent, each Agent, the Account BankBank and each Hedge Counterparty, reduce the Facility Amount to an amount not less than the Loans Outstanding, which reduction shall be applied, unless otherwise Consented to by the Administrative AgentAgent and the Agents, to the Commitments of each Lender pro rata based on the Lender Percentage represented by such Commitment. If any such written notice is delivered after 3:00 p.m., Atlanta, Georgia New York City time, five (5) Business Days prior, such notice shall be deemed to be received prior to 3:00 p.m., Atlanta, Georgia New York City time, on the next succeeding Business Day. Each partial reduction shall be in a minimum aggregate amount of $5,000,000 or integral multiples of $1,000,000 in excess thereof. Any request for a reduction in the Facility Amount shall be irrevocable and the Borrower shall deliver no more than four such requests in any 12-month period. (b) In connection with any reduction of the Facility Amount, the Borrower shall remit to the Administrative Agent, for payment to each LenderAgent and the Agents, (i) instructions regarding such reduction and (ii) cash for payment to each Lender, in an amount sufficient to pay any Aggregate Unpaids with respect to such reduction, including any associated Breakage Costs; provided, that no such reduction shall be given effect unless the Borrower has complied with the terms of any Hedging Agreement requiring that one or more Hedge Transactions be terminated in whole or in part as a result of any such reduction in the Loans Outstanding and the Borrower has paid all Hedge Breakage Costs due to the relevant Hedge Counterparty for any such termination. Upon receipt of any such amounts, the Administrative Agent and Agents shall apply such amounts first to the pro rata reduction of the Loans Outstanding, second to the payment of the remaining Aggregate Unpaids with respect thereto, including any Breakage Costs, by paying such amounts to the Lenders pro rata, based on their respective Lender Percentages. (c) On the Commitment Termination Date, the Commitments of all Lenders shall be automatically reduced to zero; provided, that if the Commitment Termination Date occurs solely due to the occurrence of an Early Amortization Event and all Lenders have consented to the waiver of such Early Amortization Event, then the Commitments of all Lenders shall remain at their levels immediately prior to the occurrence of such Early Amortization Event.the

Reduction of Commitments. Section 2.05(a) of the Financing Agreement is hereby amended and restated in its entirety to read as follows: (ai) At any time Each of the Total Revolving A Credit Commitment, the Total Revolving B Credit Commitment, the Total Revolving C Credit Commitment and the Total Revolving D Credit Commitment shall terminate on the applicable Final Maturity Date; provided, however, that, if on February 16, 2004, the then applicable Borrowing Base is less than $110,000,000, the Total Revolving C Credit Commitment shall terminate. Notwithstanding anything contained in this Agreement or the other Loan Documents, unless all of the Revolving D Lenders otherwise agree, each prepayment (whether pursuant to an optional, scheduled or mandatory prepayment) of the Revolving D Loans shall result in a permanent reduction in the Total Revolving D Credit Commitment in an amount equal to the amount of such prepayment. (ii) The Borrower may, without premium or penalty, reduce (w) the Total Revolving A Credit Commitment to an amount (which may be zero) not less than the sum of (A) the aggregate unpaid principal amount of all Revolving A Loans then outstanding, (B) the aggregate principal amount of all Revolving A Loans not yet made as to which a Notice of Borrowing has been given by the Borrower under Section 2.02, (C) the Letter of Credit Obligations at such time and (D) the stated amount of all Letters of Credit not yet issued as to which a request has been made and not withdrawn; (x) the Total Revolving B Credit Commitment to an amount (which may be zero) not less than the sum of (A) the aggregate unpaid principal amount of all Revolving B Loans then outstanding, (B) the aggregate principal amount of all Revolving B Loans not yet made as to which a Notice of Borrowing has been given by the Borrower under Section 2.02 and (C) the aggregate principal amount of Revolving B Loans not yet made but which will be made pursuant to Section 2.05(c)(ii) upon at least the opening or establishment of a Letter of Credit pursuant to Section 3.03(a); (y) the Total Revolving C Credit Commitment to an amount (which may be zero) not less than the sum of (A) the aggregate unpaid principal amount of all Revolving C Loans then outstanding, (B) the aggregate principal amount of all Revolving C Loans not yet made as to which a Notice of Borrowing has been given by the Borrower under Section 2.02 and (C) the aggregate principal amount of Revolving C Loans not yet made but which will be made pursuant to Section 2.05(c)(ii) upon the opening or establishment of a Letter of Credit pursuant to Section 3.03(a); and (z) the Total Revolving D Credit Commitment to an amount (which may be zero) not less than the sum of (A) the aggregate unpaid principal amount of all Revolving D Loans then outstanding and (B) the aggregate principal amount of all Revolving D Loans not yet made as to which a Notice of Borrowing has been given by the Borrower under Section 2.02. Each such reduction shall be in an amount which is an integral multiple of $1,000,000 (unless the applicable Total Revolving Credit Commitment in effect immediately prior to such reduction is less than $1,000,000), shall be made by providing not less than five (5) Business Days’ prior written notice to the Administrative Agent Agents and shall be irrevocable. (iii) Once reduced, the Total Revolving A Credit Commitment, the Total Revolving B Credit Commitment, the Total Revolving C Credit Commitment and the Account BankTotal Revolving D Credit Commitment may not be increased. Each such reduction of the Total Revolving A Credit Commitment, the Total Revolving B Credit Commitment, the Total Revolving C Credit Commitment or the Total Revolving D Credit Commitment shall reduce the Facility Amount to an amount not less than Revolving A Credit Commitment, the Loans OutstandingRevolving B Credit Commitment, which reduction shall be appliedthe Revolving C Credit Commitment or the Revolving D Credit Commitment, unless otherwise Consented to by as the Administrative Agentcase may be, to the Commitments of each Lender pro rata based on the Lender Percentage represented by such Commitment. If any such written notice is delivered after 3:00 p.m., Atlanta, Georgia time, five (5) Business Days prior, such notice shall be deemed to be received prior to 3:00 p.m., Atlanta, Georgia time, on the next succeeding Business Day. Each partial reduction shall be proportionately in a minimum aggregate amount of $5,000,000 or integral multiples of $1,000,000 in excess accordance with its Pro Rata Share thereof. Any request for a reduction in the Facility Amount shall be irrevocable and the Borrower shall deliver no more than four such requests in any 12-month period. (b) In connection with any reduction of the Facility Amount, the Borrower shall remit to the Administrative Agent, for payment to each Lender, (i) instructions regarding such reduction and (ii) cash in an amount sufficient to pay any Aggregate Unpaids with respect to such reduction, including any associated Breakage Costs. Upon receipt of any such amounts, the Administrative Agent shall apply such amounts first to the pro rata reduction of the Loans Outstanding, second to the payment of the remaining Aggregate Unpaids with respect thereto, including any Breakage Costs, by paying such amounts to the Lenders pro rata, based on their respective Lender Percentages. (c) On the Commitment Termination Date, the Commitments of all Lenders shall be automatically reduced to zero; provided, that if the Commitment Termination Date occurs solely due to the occurrence of an Early Amortization Event and all Lenders have consented to the waiver of such Early Amortization Event, then the Commitments of all Lenders shall remain at their levels immediately prior to the occurrence of such Early Amortization Event.”

Reduction of Commitments. (a) At Borrower may at any time or from time to time permanently reduce in whole or ratably in part the Borrower may, upon at least five (5) Business Days’ prior written notice to Tranche A Commitments or the Administrative Agent and Tranche B Commitments of the Account Bank, reduce the Facility Amount Banks hereunder to an amount not less than the aggregate principal amount of the Tranche A Loans Outstanding(including Swing Loans) or Tranche B Loans, which reduction as appropriate, then outstanding; provided, however, that the Tranche A Commitment shall not be applied, reduced either in whole or in part unless otherwise Consented to by Borrower shall have first permanently reduced in whole the Administrative Agent, to the Commitments Tranche B Commitments. Borrower shall give Agent not fewer than three (3) Business Days' notice of each Lender pro rata based on the Lender Percentage represented by such Commitment. If any such written notice is delivered after 3:00 p.m.reduction, Atlanta, Georgia time, five (5) Business Days prior, such notice shall be deemed to be received prior to 3:00 p.m., Atlanta, Georgia time, on the next succeeding Business Day. Each provided that any partial reduction shall be in a minimum an aggregate amount for all of the Banks of Five Million Dollars ($5,000,000 or integral multiples 5,000,000), increased by increments of One Million Dollars ($1,000,000 in excess 1,000,000). Agent shall promptly notify each Bank of the date of each such reduction and such Bank's proportionate share thereof. Any request for a reduction in After each such reduction, the Facility Amount facility fees payable hereunder shall be irrevocable calculated upon the amount of the Tranche A Commitments or the Tranche B Commitments, as appropriate, as so reduced. If Borrower reduces in whole the Tranche A Commitments or the Tranche B Commitments of the Banks, on the effective date of such reduction (Borrower having prepaid in full the unpaid principal balance, if any, of the appropriate Notes, together with all interest and facility and other fees accrued and unpaid), all of the Borrower appropriate Notes shall deliver no more than four be delivered to Agent marked "Canceled" and Agent shall redeliver such requests in any 12-month period. (b) In connection with any Notes to Borrower. Any partial reduction of the Facility Amount, Tranche A Commitments or the Borrower Tranche B Commitments shall remit to be effective during the Administrative Agent, for payment to each Lender, (i) instructions regarding such reduction and (ii) cash in an amount sufficient to pay any Aggregate Unpaids with respect to such reduction, including any associated Breakage Costs. Upon receipt of any such amounts, the Administrative Agent shall apply such amounts first to the pro rata reduction remainder of the Loans Outstanding, second to the payment of the remaining Aggregate Unpaids with respect thereto, including any Breakage Costs, by paying such amounts to the Lenders pro rata, based on their respective Lender Percentagesapplicable Commitment Period. (c) On the Commitment Termination Date, the Commitments of all Lenders shall be automatically reduced to zero; provided, that if the Commitment Termination Date occurs solely due to the occurrence of an Early Amortization Event and all Lenders have consented to the waiver of such Early Amortization Event, then the Commitments of all Lenders shall remain at their levels immediately prior to the occurrence of such Early Amortization Event.

Reduction of Commitments. (a) At The Borrower at its option may at any time the Borrower may, and from time to time upon at least five (5) three Domestic Business Days’ prior written ' notice to the Administrative Agent and the Account Bankterminate in their entirety or reduce, reduce the Facility Amount to in an amount not less than the Loans Outstanding, which reduction shall be applied, unless otherwise Consented to by the Administrative Agent, to the Commitments of each Lender pro rata based on the Lender Percentage represented by such Commitment. If any such written notice is delivered after 3:00 p.m., Atlanta, Georgia time, five (5) Business Days prior, such notice shall be deemed to be received prior to 3:00 p.m., Atlanta, Georgia time, on the next succeeding Business Day. Each partial reduction shall be in a minimum aggregate amount of $5,000,000 10,000,000 or integral multiples any larger multiple of $1,000,000 in excess thereof5,000,000, the unused Commitments (any such reduction to be applied ratably to the respective Commitments of all Banks). Any request for a reduction in For this purpose, the Facility Amount Commitments shall be irrevocable deemed unused at any time to the extent (and only to the extent) that the Borrower could at such time borrow Committed Loans without causing the Credits to exceed the aggregate Commitments at such time. Upon any termination or reduction of the Commitments pursuant to this subsection (a) or subsection (b) below, the Administrative Agent shall deliver no more than four promptly notify each Bank of such requests in any 12-month periodtermination or reduction. Each reduction of the Commitments pursuant to this subsection (a) shall be permanent. (b) In addition, the Commitments shall be reduced upon the incurrence by the Parent Guarantor or any of its Subsidiaries of Excess Secured Debt (other than Excess Secured Debt arising out of the refinancing, extension, renewal or refunding of other Excess Secured Debt, except to the extent, and only to the extent, that the outstanding principal amount of such other Excess Secured Debt is increased), in an amount equal to the cash proceeds of such Excess Secured Debt, net of the reasonable expenses of the Parent Guarantor or such Subsidiary in connection with such incurrence. (c) The reduction required by subsection (b) of this Section 2.10 shall be effective on the date of receipt by the Parent Guarantor or any reduction of its Subsidiaries of the Facility Amountamounts described therein; provided that, in the event such amounts shall aggregate less than $10,000,000, such reduction shall be effective forthwith upon receipt by the Parent Guarantor or any of its Subsidiaries of proceeds which, together with all other amounts described in subsection (b) above not previously applied pursuant to subsection (b) of this Section 2.10, aggregate $10,000,000 or more. The Borrower shall remit give the Administrative Agent at least four Euro-Dollar Business Days' notice of each reduction in the Commitments pursuant to subsection (b) of this Section 2.10 and a certificate of a Principal Officer of the Parent Guarantor, setting forth the information, in form and substance satisfactory to the Administrative Agent, for necessary to determine the amount of each such reduction. (d) Each reduction of the Commitments pursuant to subsection (b) of this Section 2.10 shall be applied ratably to the respective Commitments of the Banks. In addition, each reduction of the Commitments pursuant to subsection (b) of this Section 2.10 shall be permanent. (e) On each date on which a reduction required by subsection (b) becomes effective, the Borrower shall repay or prepay such principal amount of the outstanding Credits, if any, as may be necessary so that after such payment to each Lenderor prepayment, (i) instructions regarding the unpaid principal amount of the Credits does not exceed the aggregate Commitments after giving effect to such reduction of the Commitments and (ii) cash the unpaid principal amount of the Committed Loans of each Bank does not exceed the amount of the Commitment of such Bank as then reduced. The particular Borrowings to be repaid shall be as designated by the Borrower in an amount sufficient the related Notice or Notices of Borrowing; provided that if there shall have been a mandatory reduction of the Commitments pursuant to pay any Aggregate Unpaids subsection (b) of this Section 2.10 at a time such that, and with respect the result that, this subsection (e) would otherwise require payment of principal of Fixed Rate Loans or portions thereof prior to the last day of the related Interest Period, such payment shall be deferred to such reduction, including any associated Breakage Costs. Upon receipt of any such amounts, last day unless the Required Banks otherwise elect by notice to the Borrower through the Administrative Agent (and the facility fee provided for in Section 2.09(a) shall apply continue to accrue on the amount of such amounts first deferred payment until such payment is made). Each repayment or prepayment pursuant to this subsection (e) shall be made together with accrued interest to the pro rata reduction date of the Loans Outstandingpayment or prepayment, second and shall be applied ratably to the payment of the remaining Aggregate Unpaids with respect thereto, including any Breakage Costs, by paying such amounts to Credits of the Lenders pro rata, based on their respective Lender Percentagesseveral Banks in the related Borrowing. (c) On the Commitment Termination Date, the Commitments of all Lenders shall be automatically reduced to zero; provided, that if the Commitment Termination Date occurs solely due to the occurrence of an Early Amortization Event and all Lenders have consented to the waiver of such Early Amortization Event, then the Commitments of all Lenders shall remain at their levels immediately prior to the occurrence of such Early Amortization Event.

Reduction of Commitments. (a) At The Revolving Credit Commitment shall reduce to the sum of the aggregate outstanding principal amount of the Acquisition Loans plus the Working Capital Sublimit on the Acquisition Loan Availability Termination Date, and thereafter by the amount of each payment made or required to be made pursuant to Section 2.05 or Section 2.06 which is applied against the Acquisition Loans. (b) The Company shall have the right at any time to terminate in whole this Agreement, or from time to time, irrevocably to reduce in part the Borrower may, amount of the Revolving Credit Commitments upon at least five (5) Business Days’ 30 days' prior written notice to the Administrative Agent and the Account Bank, reduce the Facility Amount to an amount not less than the Loans Outstanding, which reduction shall be applied, unless otherwise Consented to by the Administrative Agent, to the Commitments of each Lender pro rata based on the Lender Percentage represented by such Commitment. If any such written notice is delivered after 3:00 p.m., Atlanta, Georgia time, five (5) Business Days prior, such Such notice shall be deemed to be received prior to 3:00 p.m., Atlanta, Georgia time, irrevocable on the next succeeding Business Day. Each partial part of the Company and shall specify the effective date of such reduction or termination, whether a termination or reduction is being made, and, in the case of any reduction, the amount thereof shall be in a minimum aggregate an amount of Two Million Five Hundred Thousand Dollars ($5,000,000 2,500,000) or an integral multiples of $1,000,000 in excess multiple thereof. Any request for a reduction in the Facility Amount shall be irrevocable and the Borrower shall deliver no more than four such requests in Upon any 12-month period. (b) In connection with any reduction of the Facility Amount, the Borrower shall remit to the Administrative Agent, for payment to each Lender, (i) instructions regarding such reduction and (ii) cash in an amount sufficient to pay any Aggregate Unpaids with respect to such reduction, including the Company shall simultaneously prepay any associated Breakage Costsoutstanding Revolving Credit Loans to the extent necessary so that the aggregate outstanding principal amount of the Revolving Credit Loans and Letter of Credit Liabilities does not exceed the amount of the Revolving Credit Commitment after giving effect to any partial reduction thereof. Upon receipt The aforesaid prior notice requirement shall not apply to the Agent's exercise of remedies under Section 7.01. In the event the Company exercises its rights under this paragraph to prepay the Revolving Credit Loans and terminate this Agreement or permanently reduce the Revolving Credit Commitments, the Company agrees that such prepayment shall be accompanied by the payment by the Company to the Agent for the ratable account of the Lenders of all accrued and unpaid interest and, in the case of a termination of this Agreement, all accrued fees and other remaining Obligations hereunder. The amount of any such amounts, Revolving Credit Commitment may not be reinstated if it is reduced or if this Agreement is terminated by the Administrative Agent shall apply such amounts first to the pro rata reduction of the Loans Outstanding, second to the payment of the remaining Aggregate Unpaids with respect thereto, including any Breakage Costs, by paying such amounts to the Lenders pro rata, based on their respective Lender PercentagesCompany. (c) On the Commitment Termination Date, the Commitments of all Lenders shall be automatically reduced to zero; provided, that if the Commitment Termination Date occurs solely due to the occurrence of an Early Amortization Event and all Lenders have consented to the waiver of such Early Amortization Event, then the Commitments of all Lenders shall remain at their levels immediately prior to the occurrence of such Early Amortization Event.

Reduction of Commitments. (a) At The Revolving Credit Commitment shall reduce: (i) to the amount of the aggregate outstanding principal amount of the Revolving Credit Loans on the Availability Termination Date, (ii) after such date, by the amount of each payment made pursuant to Section 2.06, and (iii) by the amount of each payment required pursuant to Section 2.05 (c) and (d). (b) The Company shall have the right at any time to terminate in whole this Agreement, or from time to time, irrevocably to reduce in part the Borrower may, amount of the Revolving Credit Commitment upon at least five (5) Business Days’ 15 days' prior written notice to the Administrative Agent and Agent, in each case without penalty or premium, except that if the Account BankCompany terminates in whole this Agreement within the first twelve (12) months following the Closing Date, reduce the Facility Amount Company shall, subject to Section 8.08, pay to the Lenders an amount not less than equal to three percent (3.00%) of the Loans Outstanding, which reduction shall be applied, unless otherwise Consented maximum Revolving Credit Commitment at any one time prior to by such termination (the Administrative Agent, to the Commitments of each Lender pro rata based on the Lender Percentage represented by such Commitment"EARLY TERMINATION FEE"). If any such written notice is delivered after 3:00 p.m., Atlanta, Georgia time, five (5) Business Days prior, such Such notice shall be deemed to be received prior to 3:00 p.m., Atlanta, Georgia time, irrevocable on the next succeeding Business Day. Each partial part of the Company and shall specify the effective date of such reduction or termination, whether a termination or reduction is being made, and, in the case of any reduction, the amount thereof shall be in a minimum aggregate an amount of Five Million Dollars ($5,000,000 5,000,000) or an integral multiples of $1,000,000 in excess multiple thereof. Any request for a Upon any such reduction, the Company shall simultaneously prepay any outstanding Revolving Credit Loans to the extent necessary so that the aggregate outstanding principal amount of the Revolving Credit Loans does not exceed the amount of the Revolving Credit Commitment after giving effect to any partial reduction in thereof. The aforesaid prior notice requirement shall not apply to the Facility Amount Agent's exercise of remedies under Section 7.01. In the event the Company exercises its rights under this paragraph to prepay the Revolving Credit Loans and terminate this Agreement, the Company agrees that such prepayment shall be irrevocable accompanied by the payment by the Company of all accrued and the Borrower shall deliver no more than four such requests in any 12-month period. (b) In connection with any reduction unpaid interest and all fees and other remaining Obligations. The amount of the Facility Amount, Revolving Credit Commitment may not be reinstated if it is reduced or if this Agreement is terminated by the Borrower shall remit to the Administrative Agent, for payment to each Lender, Company. The Company acknowledges and agrees that (i) instructions regarding such reduction and it would be difficult or impracticable to determine the Lender's actual damages from any early termination of this Agreement, (ii) cash in an amount sufficient the Early Termination Fee is intended to pay any Aggregate Unpaids with respect to such reduction, including any associated Breakage Costs. Upon receipt of any such amounts, the Administrative Agent shall apply such amounts first to the pro rata reduction of the Loans Outstanding, second to the payment of the remaining Aggregate Unpaids with respect thereto, including any Breakage Costs, by paying such amounts to the Lenders pro rata, based on their respective Lender Percentages. (c) On the Commitment Termination Date, the Commitments of all Lenders shall be automatically reduced to zero; provided, that if the Commitment Termination Date occurs solely due to the occurrence of an Early Amortization Event a fair and all Lenders have consented to the waiver reasonable approximation of such damages and (iii) the Early Amortization Event, then the Commitments of all Lenders shall remain at their levels immediately prior Termination Fee is not intended to the occurrence of such Early Amortization Eventbe a penalty.

Reduction of Commitments. (a) At any time the Borrower may, upon at least five (5) Business Days’ prior written notice to the Administrative Agent and the Account Bank, reduce the Facility Amount to an amount not less than the Loans Outstanding, which reduction The aggregate Commitments shall be appliedautomatically, unless otherwise Consented permanently and irrevocably reduced to by the Administrative Agent, to the Commitments of each Lender pro rata based on the Lender Percentage represented by such Commitment. If any such written notice is delivered after 3:00 zero at 5:00 p.m., Atlanta, Georgia time, five (5) Business Days prior, such notice shall be deemed to be received prior to 3:00 p.m., Atlanta, Georgia New York City time, on the next succeeding Business Day. Each earlier to occur of (i) the last day of the Certain Funds Period and (ii) the Closing Date (or, if applicable, the date on which the Borrower owns at least 90% of the Shares if no Loans are made on such date), such that no additional Loans or other extension of credit in respect thereof will be made after the Closing Date (or such earlier date). (b) The Borrower may at any time terminate, or from time to time permanently reduce, the Commitments under any Tranche provided that each partial reduction shall be in an amount that is an integral multiple of the Borrowing Multiple and in a minimum amount equal to the Borrowing Minimum. (c) In the event and on each occasion that the Borrower or any of its Subsidiaries enters into any Qualifying Term Loan Facility, the Tranche A Commitments then outstanding shall be automatically and permanently reduced in an amount equal to 100% of the committed amount under such Qualifying Term Loan Facility (or, if less, by an amount equal to the aggregate amount of $5,000,000 or integral multiples the Tranche A Commitments then outstanding) with such reduction to be effective upon the effectiveness of $1,000,000 in excess thereof. Any request the definitive documentation for such Qualifying Term Loan Facility and receipt by the Administrative Agent (prior to the entry into any Qualifying Term Loan Facility) of a reduction in the Facility Amount shall be irrevocable and notice from the Borrower shall deliver no more than four that such requests in any 12-month period. (b) In connection with any reduction of the Facility Amount, the Borrower shall remit to the Administrative Agent, for payment to each Lender, (i) instructions regarding such reduction and (ii) cash in an amount sufficient to pay any Aggregate Unpaids with respect to such reduction, including any associated Breakage Coststerm loan facility constitutes a Qualifying Term Loan Facility. Upon Promptly following receipt of any such amountsnotice, the Administrative Agent shall apply advise the Lenders of the contents thereof. (d) The Borrower shall promptly (and in any event within two Business Days) notify the Administrative Agent of any Commitment reduction as of result of this Section 2.08, and the Administrative Agent will promptly notify each Lender of its receipt of such amounts first notice. Commitments reduced pursuant to the pro rata this Section 2.08 may not be reinstated. Each reduction of the Loans Outstanding, second to the payment of the remaining Aggregate Unpaids with respect thereto, including Commitments under any Breakage Costs, by paying such amounts to Tranche shall be made ratably among the Lenders pro rata, based on of such Tranche in accordance with their respective Lender Percentages. (c) On the Commitment Termination Date, Applicable Percentage of the Commitments of all Lenders shall be automatically reduced to zero; provided, that if the Commitment Termination Date occurs solely due to the occurrence of an Early Amortization Event and all Lenders have consented to the waiver of such Early Amortization Event, then the Commitments of all Lenders shall remain at their levels immediately prior to the occurrence of such Early Amortization EventTranche.

Reduction of Commitments. (a) At any time The Borrower shall have the Borrower mayright, upon at least five (5) Business Days’ prior written not less than 30 days' notice to the Administrative Agent and the Account BankIssuing Bank and without premium or penalty (other than as may arise pursuant to Section 4.11), from time to time to permanently reduce on a pro rata basis the Facility Commitments and the Stated Amount to of the Letter of Credit in part by an aggregate minimum amount not of US$10,000,000 or any integral multiple of US$5,000,000 in excess thereof; provided, however, that no reduction of the Commitments shall be permitted if, after giving effect thereto, the Commitments would be less than $50,000,000; provided, further, however, that no reduction of the Commitments shall be permitted if, after giving effect thereto and to any repayment or prepayment of Loans Outstandingto be made on the effective date thereof with funds other than the proceeds of CP Notes to be issued on such date, the aggregate Outstanding Extensions of Credit would exceed the Commitments as so reduced and determined on such date. Notwithstanding the foregoing sentence to the contrary, the $50,000,000 limitation and the 30 days' notice requirement, which are contained in the foregoing sentence, shall not apply to any reduction of Commitments being made in connection with an extension of the Stated Termination Date or the refunding of the Obligations pursuant to documentation satisfactory to the Issuing Bank and the Administrative Agent. Any reduction of the Commitments shall be applied, unless otherwise Consented to irrevocable. Promptly upon the receipt by the Administrative Agent, to the Commitments Agent of each Lender pro rata based on the Lender Percentage represented by such Commitment. If any such written notice is delivered after 3:00 p.m., Atlanta, Georgia time, five (5) Business Days prior, such notice shall be deemed to be received prior to 3:00 p.m., Atlanta, Georgia time, on the next succeeding Business Day. Each partial reduction shall be in a minimum aggregate amount of $5,000,000 or integral multiples of $1,000,000 in excess thereof. Any request for a reduction in the Facility Amount shall be irrevocable and the Borrower shall deliver no more than four such requests in any 12-month period. (b) In connection with any reduction of the Facility Amountnotice, the Borrower Administrative Agent shall remit notify the Banks of such reduction. Promptly upon receipt by the Issuing Bank, the Issuing Bank shall notify the Depositary (with a copy to the Administrative Agent, for payment to each Lender, (ithe Rating Agencies and the Dealers) instructions regarding such reduction and (ii) cash by notice substantially in an amount sufficient to pay any Aggregate Unpaids with respect to such reduction, including any associated Breakage Costs. Upon receipt the form of any such amounts, the Administrative Agent shall apply such amounts first Annex C to the pro rata Letter of Credit. If the Commitments shall be reduced, all Fees, accrued but unpaid in respect of that portion of the Commitments by which the Commitments have been reduced, shall be immediately due and payable. Any reduction of the Loans OutstandingCommitments pursuant to this Section 4.1 shall be effective on the later to occur of: (a) the date on which the Outstanding Extensions of Credit do not exceed the aggregate Commitments (as so reduced) and (b) the expiration of such 30 day notice period. Outstanding CP Notes may not be redeemed prior to maturity with the proceeds of any drawing under the Letter of Credit. In the event that the Commitments are reduced pursuant hereto, second the Borrower shall have no right to a refund of any fees previously paid in connection with the payment Principal Documents, including, but not limited to, any refund of Letter of Credit Fees or Up-Front Fees. Any reduction of the remaining Aggregate Unpaids with respect thereto, including any Breakage Costs, Commitments pursuant to this Section 4.1 shall cause the Stated Amount of the Letter of Credit to be reduced by paying such amounts to the Lenders pro rata, based on their respective Lender Percentagessame amount. (c) On the Commitment Termination Date, the Commitments of all Lenders shall be automatically reduced to zero; provided, that if the Commitment Termination Date occurs solely due to the occurrence of an Early Amortization Event and all Lenders have consented to the waiver of such Early Amortization Event, then the Commitments of all Lenders shall remain at their levels immediately prior to the occurrence of such Early Amortization Event.

Reduction of Commitments. (a) At The Borrowers shall have the right, at any time and from time to time after the Borrower mayAgreement Date and prior to the Maturity Date, upon at least five ten (510) Business Days’ prior written notice (which such notice may be be conditioned upon the effectiveness of other credit facilities or another event) to the Revolving Facility Administrative Agent and Agent, without premium or penalty, to cancel or reduce permanently all or a portion of the Account BankRevolving Loan Commitment (i) on a pro rata basis among the Lenders in accordance with their respective Commitment Ratios or (ii) solely in connection with the Second Amendment on the Second Amendment Effective Date, reduce of any Revolving Facility Lender or Lenders, as selected at the Facility Amount to Borrowers’ discretion; provided, that (i) any such partial reduction be made in an amount not less than the Loans Outstanding, which reduction shall be applied, unless otherwise Consented to by the Administrative Agent, to the Commitments of each Lender pro rata based on the Lender Percentage represented by such Commitment. If any such written notice is delivered after 3:00 p.m., Atlanta, Georgia time, five (5) Business Days prior, such notice shall be deemed to be received prior to 3:00 p.m., Atlanta, Georgia time, on the next succeeding Business Day. Each partial reduction shall be $1,000,000 and in a minimum aggregate amount of $5,000,000 or integral multiples of $1,000,000 in excess thereof. Any request for a reduction in the Facility Amount shall be irrevocable and the Borrower shall deliver no more than four such requests in any 12-month period. (b) In connection with any reduction of the Facility Amount, the Borrower shall remit to the Administrative Agent, for payment to each Lender, (i) instructions regarding such reduction thereof and (ii) the Revolving Loan Commitment may not be reduced to an amount below the then outstanding Letter of Credit Obligations unless in compliance with subsection (iii) below. As of the date of cancellation or reduction set forth in such notice, the Revolving Loan Commitment shall be permanently canceled or reduced to the amount stated in the Administrative Borrower’s notice for all purposes herein, and the Borrowers shall (i) pay to the Revolving Facility Administrative Agent for the account of the Lenders the amount necessary to repay in full the principal amount of the Agent Advances, Swing Line Loans and Revolving Loans or reduce the principal amount of the Agent Advances, Swing Line Loans and Revolving Loans then outstanding to not more than the amount of the Revolving Loan Commitment as so reduced, together with accrued unpaid interest on the amount so prepaid and the Unused Line Fee accrued through the date of the reduction with respect to the amount reduced, and (ii) reimburse the Revolving Facility Administrative Agent and the Lenders for any Funding Loss or reasonable out-of-pocket expense incurred by any of them in connection with such payment as set forth in Section 2.9 and (iii) in the case of cancellation of the Revolving Loan Commitment, shall secure the Letter of Credit Obligations through the delivery of cash collateral to the Issuing Bank in an amount sufficient equal to pay any Aggregate Unpaids with respect to such reduction, including any associated Breakage Costs. Upon receipt of any such amounts, the Administrative Agent shall apply such amounts first to the pro rata reduction one hundred five percent (105%) of the Loans Outstanding, second to the payment Letters of the remaining Aggregate Unpaids with respect thereto, including any Breakage Costs, by paying such amounts to the Lenders pro rata, based on their respective Lender PercentagesCredit Obligations. (c) On the Commitment Termination Date, the Commitments of all Lenders shall be automatically reduced to zero; provided, that if the Commitment Termination Date occurs solely due to the occurrence of an Early Amortization Event and all Lenders have consented to the waiver of such Early Amortization Event, then the Commitments of all Lenders shall remain at their levels immediately prior to the occurrence of such Early Amortization Event.

Reduction of Commitments. The Tranche A Revolving Credit Commitments and the Tranche B Revolving Credit Commitments shall terminate on the Maturity Date applicable thereto or earlier termination thereof pursuant to the terms of this Agreement. The Borrower may reduce the Tranche A Revolving Credit Commitments or the Tranche B Revolving Credit Commitments (aon a pro rata basis together with any Extended Classes arising from such Tranche as the Originating Class) At any time to an amount (which may be zero) not less than the sum of (A) the Tranche A Revolving Credit Exposure or the Tranche B Revolving Credit Exposure, as applicable, as of such date, plus (B) the principal amount of all Tranche A Loans or Tranche B Loans, as applicable, not yet made as to which a request has been given by the Borrower mayunder Section 2.2(a). Each such reduction shall be in an amount which is not less than $500,000 (unless the relevant Revolving Credit Commitments of a particular Class are being reduced to zero and the amount of the relevant Revolving Credit Commitments in effect immediately prior to such reduction are less than $500,000), upon at least five (5) shall be made by providing not less than ten Business Days’ Days prior written notice to the Administrative Agent Agent, and shall be irrevocable. The Revolving Credit Commitments, once reduced, may not be increased. Each such reduction of the Account Bank, Tranche A Revolving Credit Commitments or the Tranche B Revolving Credit Commitments shall reduce the Facility Amount to an amount not less than Tranche A Revolving Credit Commitments or the Loans Outstanding, which reduction shall be applied, unless otherwise Consented to by the Administrative Agent, to the Tranche B Revolving Credit Commitments of each Tranche A Lender pro rata based on the Lender Percentage represented by such Commitment. If any such written notice is delivered after 3:00 p.m.or Tranche B Lender, Atlantaas applicable, Georgia time, five (5) Business Days prior, such notice shall be deemed to be received prior to 3:00 p.m., Atlanta, Georgia time, on the next succeeding Business Day. Each partial reduction shall be proportionately in a minimum aggregate amount of $5,000,000 or integral multiples of $1,000,000 in excess accordance with its ratable share thereof. Any request for a reduction in the Facility Amount shall be irrevocable and the Borrower shall deliver no more than four such requests in any 12-month period. (b) In connection with any reduction of in the Facility AmountRevolving Credit Commitments prior to the Latest Maturity Date, if the Borrower owns any Margin Stock, the Borrower shall remit deliver to the Administrative Agent, Agent an updated Form U-1 (with sufficient additional originals thereof for payment to each Lender), (i) instructions regarding duly executed and delivered by the Borrower, together with such reduction and (ii) cash in an amount sufficient to pay any Aggregate Unpaids with respect to such reduction, including any associated Breakage Costs. Upon receipt of any such amounts, other US-DOCS\148017393.28 documentation as the Administrative Agent shall apply such amounts first reasonably request, in order to enable the pro rata reduction Agents and the Lenders to comply with any of the Loans Outstandingrequirements under Regulations T, second to the payment U or X of the remaining Aggregate Unpaids with respect thereto, including any Breakage Costs, by paying such amounts to the Lenders pro rata, based on their respective Lender PercentagesBoard of Governors. (c) On the Commitment Termination Date, the Commitments of all Lenders shall be automatically reduced to zero; provided, that if the Commitment Termination Date occurs solely due to the occurrence of an Early Amortization Event and all Lenders have consented to the waiver of such Early Amortization Event, then the Commitments of all Lenders shall remain at their levels immediately prior to the occurrence of such Early Amortization Event.

Reduction of Commitments. (a) At any time the Borrower may, upon at least five (5) Business Days’ ' prior written notice to the Administrative Agent and Agent, each Agent, the Account BankBank and each Hedge Counterparty, reduce the Facility Amount to an amount not less than the Loans Outstanding, which reduction shall be applied, unless otherwise Consented to by the Administrative AgentAgent and the Agents, to the Commitments of each Lender pro rata based on the Lender Percentage represented by such Commitment. Any such reduction of the Commitment of any Lender shall also reduce the related Mandatory Commitment of such Lender by the same amount. If any such written notice is delivered after 3:00 p.m., Atlanta, Georgia New York City time, five (5) Business Days prior, such notice shall be deemed to be received prior to 3:00 p.m., Atlanta, Georgia New York City time, on the next succeeding Business Day. Each partial reduction shall be in a minimum aggregate amount of $5,000,000 or integral multiples of $1,000,000 in excess thereof. Any request for a reduction in the Facility Amount shall be irrevocable and the Borrower shall deliver no more than four such requests in any 12-month period. (b) In connection with any reduction of the Facility Amount, the Borrower shall remit to the Administrative AgentAgent and the Agents, for payment to each Lender, (i) instructions regarding such reduction and (ii) cash in an amount sufficient to pay any Aggregate Unpaids with respect to such reduction, including any associated Breakage Costs; provided, that no such reduction shall be given effect unless the Borrower has complied with the terms of any Hedging Agreement requiring that one or more Hedge Transactions be terminated in whole or in part as a result of any such reduction in the Loans Outstanding and the Borrower has paid all Hedge Breakage Costs due to the relevant Hedge Counterparty for any such termination. Upon receipt of any such amounts, the Administrative Agent and Agents shall apply such amounts first to the pro rata reduction of the Loans Outstanding, second to the payment of the remaining Aggregate Unpaids with respect thereto, including any Breakage Costs, by paying such amounts to the Lenders pro rata, based on their respective Lender Percentages. (c) On the Commitment Termination Date for a Committed Lender, the Mandatory Commitment and the Commitment of such Committed Lender shall be automatically reduced to zero. On the Termination Date, the Mandatory Commitments and the Commitments of all Committed Lenders shall be automatically reduced to zero; provided, that if the Commitment Termination Date occurs solely due to the occurrence of an Early Amortization Event and all Lenders have consented to the waiver of such Early Amortization Event, then the Mandatory Commitments and the Commitments of all Committed Lenders shall remain at their levels immediately prior to the occurrence of such Early Amortization Event.. 52

Reduction of Commitments. (a) At any time The Company shall have the Borrower mayright, upon at least five (5) not less than three Business Days’ prior written ' notice to the Administrative Agent and the Account BankAgent, from time to time, to reduce the Facility Amount to amount of the Commitments provided that any such reduction shall be in an amount not less than the Loans Outstanding, which reduction shall be applied, unless otherwise Consented to by the Administrative Agent, to the Commitments of each Lender pro rata based on the Lender Percentage represented by such Commitment. If any such written notice is delivered after 3:00 p.m., Atlanta, Georgia time, five (5) Business Days prior, such notice shall be deemed to be received prior to 3:00 p.m., Atlanta, Georgia time, on the next succeeding Business Day. Each partial reduction shall be in $25,000,000 or a minimum aggregate amount of $5,000,000 or integral multiples whole multiple of $1,000,000 in excess thereof. Any request for a ; and provided further that no such reduction in of the Facility Amount Commitments shall be irrevocable permitted if, after giving effect to prepayments of Revolving Credit Loans, replacements of Letters of Credit and deposits of cash collateral pursuant to subsection 3.6(b), the Borrower aggregate Extensions of Credit outstanding would exceed the aggregate Commitments, as so reduced, or the aggregate Letter of Credit Obligations outstanding would exceed 50% of the aggregate Commitments, as so reduced. Upon receipt of any notice pursuant to this subsection 3.6(a), the Administrative Agent shall deliver no more than four such requests in any 12-month periodpromptly notify each Lender thereof. (b) In connection with any Any reduction of the Facility AmountCommitments pursuant to subsection 3.6(a) shall (i) reduce permanently the amount of the Commitments then in effect, (ii) be accompanied by (A) a prepayment of Revolving Credit Loans outstanding in an amount equal to the excess, if any, of the aggregate Extensions of Credit outstanding over the aggregate Commitments, as so reduced, and (B) a replacement of outstanding Letters of Credit such that after giving effect to such replacement, the Borrower aggregate Letter of Credit Obligations outstanding are less than or equal to 50% of the aggregate Commitments, as so reduced. To the extent that the aggregate Extensions of Credit exceed the aggregate Commitments, as reduced, after Revolving Credit Loans have been prepaid in accordance with the immediately preceding sentence, the Company shall remit (i) replace outstanding Letters of Credit such that, after giving effect to such replacement, the aggregate Extensions of Credit are less than or equal to the aggregate Commitments, as reduced, and/or (ii) deposit in a cash collateral account with the Administrative Agent on terms and conditions satisfactory to the Administrative AgentAgent and as cash collateral for the liability of the Issuing Lender (whether direct or contingent) under any Letter of Credit outstanding, for payment to each Lender, (i) instructions regarding such reduction and (ii) cash in an amount sufficient which shall be equal to the amount by which the aggregate Extensions of Credit exceed the aggregate Commitments, as reduced. Any amounts deposited in any cash collateral account may be withdrawn by the Administrative Agent at any time to pay Obligations when due. The Administrative Agent shall use its best efforts to invest any Aggregate Unpaids with respect to such reduction, including any associated Breakage Costs. Upon receipt of any such amounts, amounts so deposited in United States Treasury bills or other Cash Equivalents designated by the Company; provided that the Administrative Agent shall apply such amounts first not be liable to the pro rata reduction Company for failure to so invest or for any losses suffered as a result of any such investment or withdrawal. The unused portion of any amounts deposited by the Loans OutstandingCompany in any such cash collateral account pursuant to this subsection 3.6(b), second and any earnings from investments of amounts on deposit therein, shall be paid to the payment Company after sufficient Letters of Credit have expired undrawn so that the remaining Aggregate Unpaids with respect thereto, including any Breakage Costs, by paying such amounts to aggregate Extensions of Credit shall no longer exceed the Lenders pro rata, based on their respective Lender Percentagesaggregate Commitments as then reduced. (c) On the Commitment Termination Date, the Commitments of all Lenders shall be automatically reduced to zero; provided, that if the Commitment Termination Date occurs solely due to the occurrence of an Early Amortization Event and all Lenders have consented to the waiver of such Early Amortization Event, then the Commitments of all Lenders shall remain at their levels immediately prior to the occurrence of such Early Amortization Event.

Reduction of Commitments. (aA) At any time The Total Revolving Credit Commitment shall terminate on the Borrower Final Maturity Date. The Borrowers may, upon without premium or penalty, reduce the Total Revolving Credit Commitment to an amount (which may be zero) not less than the sum of (I) the aggregate unpaid principal amount of all Revolving Loans then outstanding, (II) the aggregate principal amount of all Revolving Loans not yet made as to which a Notice of Borrowing has been given by the Administrative Borrower under Section 2.02, (III) the Letter of Credit Obligations at least such time, and (IV) the stated amount of all Letter of Credit Accommodations not yet issued as to which a request has been made and not withdrawn. (B) The Total Term Loan A Commitment shall terminate on the Final Facility Effective Date. (C) The Total Term Loan B Commitment shall terminate on the Final Facility Effective Date, provided, that, if any Obligations remain outstanding on and after the Final Facility Effective Date, a portion of the Total Term Loan B Commitment equal to the difference between (x) $15,000,000 and (y) the aggregate principal amount of the Carve-Out Term Loan B that have been made whether or not all or any portion of such Carve-Out Term Loan B remains outstanding, shall not terminate on the Final Facility Effective Date but shall, notwithstanding anything in this Agreement to the contrary, terminate on the earlier of (I) the date that all of the Obligations are Paid in Full and (II) December 19, 2006. (ii) Each such voluntary reduction of the Total Revolving Credit Commitment pursuant to Section 2.05(a)(i)(A) shall be in an amount which is an integral multiple of $10,000,000 (unless the Total Revolving Credit Commitment in effect immediately prior to such reduction is less than $10,000,000), shall be made by providing not less than five (5) Business Days’ ' prior written notice to the Administrative Agent and the Account BankCollateral Agent and shall be irrevocable. Once reduced, the Total Revolving Credit Commitment may not be increased. Each such reduction of the Total Revolving Credit Commitment shall reduce the Facility Amount to an amount not less than the Loans Outstanding, which reduction shall be applied, unless otherwise Consented to by the Administrative Agent, to the Commitments applicable Revolving Credit Commitment of each Lender pro rata based on the Lender Percentage represented by holding such Commitment. If any such written notice is delivered after 3:00 p.m., Atlanta, Georgia time, five (5) Business Days prior, such notice shall be deemed to be received prior to 3:00 p.m., Atlanta, Georgia time, on the next succeeding Business Day. Each partial reduction shall be commitment proportionately in a minimum aggregate amount of $5,000,000 or integral multiples of $1,000,000 in excess accordance with its Pro Rata Share thereof. Any request for a reduction in the Facility Amount shall be irrevocable and the Borrower shall deliver no more than four such requests in any 12-month period. (biii) In connection with any addition, if the Loan Parties prepay the Revolving Loans pursuant to a mandatory prepayment described in Section 2.05(c)(vii), the Total Revolving Credit Commitment shall be permanently reduced in an amount corresponding to the Revolving Loans being prepaid. Each reduction of the Facility AmountTotal Revolving Credit Commitment, shall reduce the Borrower shall remit to the Administrative Agent, for payment to applicable Revolving Credit Commitment of each Lender, (i) instructions regarding Lender holding such reduction and (ii) cash commitment proportionately in an amount sufficient to pay any Aggregate Unpaids accordance with respect to such reduction, including any associated Breakage Costs. Upon receipt of any such amounts, the Administrative Agent shall apply such amounts first to the pro rata reduction of the Loans Outstanding, second to the payment of the remaining Aggregate Unpaids with respect thereto, including any Breakage Costs, by paying such amounts to the Lenders pro rata, based on their respective Lender Percentagesits Pro Rata Share thereof. (c) On the Commitment Termination Date, the Commitments of all Lenders shall be automatically reduced to zero; provided, that if the Commitment Termination Date occurs solely due to the occurrence of an Early Amortization Event and all Lenders have consented to the waiver of such Early Amortization Event, then the Commitments of all Lenders shall remain at their levels immediately prior to the occurrence of such Early Amortization Event.

Reduction of Commitments. (a) At any time the Borrower The Company may, upon at least not less than five (5) Business Days’ ' prior written notice to the Administrative Agent and the Account Bank, permanently reduce the Facility Amount to Commitments by an amount not less than the Loans Outstanding, which reduction shall be applied, unless otherwise Consented to by the Administrative Agent, to the Commitments of each Lender pro rata based on the Lender Percentage represented by such Commitment. If any such written notice is delivered after 3:00 p.m., Atlanta, Georgia time, five (5) Business Days prior, such notice shall be deemed to be received prior to 3:00 p.m., Atlanta, Georgia time, on the next succeeding Business Day. Each partial reduction shall be in a aggregate minimum aggregate amount of $5,000,000 or integral multiples any multiple of $1,000,000 in excess thereof; unless, after giving effect thereto and to any prepayments of Loans made on the effective date thereof, the then outstanding principal amount of the Loans would exceed the amount of the combined Commitments then in effect. Any request for a reduction in If any prepayment results pursuant to this Section 2.05, then the Facility Amount Company shall be irrevocable and the Borrower shall deliver no more than four such requests in subject to any 12-month periodfunding loss pursuant to Section 3.04. (b) In connection with The Commitments shall be automatically and permanently reduced by (i) an amount equal to 100% of the net cash proceeds of any Indebtedness incurred by the Company or its Subsidiaries other than Indebtedness permitted by Section 7.05(a) through (h), such reduction to be effective upon the receipt thereof by the Company or its Subsidiaries; and (ii) an amount equal to 75% of the net cash proceeds received by the Company or its Subsidiaries from any equity issuance (other than any equity issuance pursuant to the Stock Acquisition, including any related "green shoe" issuance), such reduction to be effective in either case upon the receipt of such net cash proceeds by the Company or its Subsidiaries. Upon any such reduction, the Company will prepay the Loans to the extent the outstanding Loans would otherwise exceed the reduced amount of the combined Commitments. Any such prepayment shall be subject to Section 3.04. To the extent that any reduction of the Facility Amount, Commitments pursuant to this Section would necessitate a prepayment of the Borrower shall remit Loans prior to the Administrative Agentlast day of the relevant Interest Period, for payment to each Lender, (i) instructions regarding then such reduction and (ii) net cash proceeds in an amount sufficient to pay make any Aggregate Unpaids with respect prepayment which would have been immediately required but for this sentence shall be deposited into a blocked collateral account which is established pursuant to such reduction, including any associated Breakage Costs. Upon receipt of any such amounts, the Administrative Agent shall apply such amounts first documentation reasonably satisfactory to the pro rata Agent and is subject to the exclusive control of the Agent and, upon the occurrence of such reduction of the Commitments amounts in such account shall be applied to any required prepayments of the Loans Outstanding, second with any remaining balance being returned to the payment of the remaining Aggregate Unpaids with respect thereto, including any Breakage Costs, by paying such amounts to the Lenders pro rata, based on their respective Lender PercentagesCompany. (c) On the Commitment Termination DateOnce reduced in accordance with this Section 2.05, the Commitments may not be increased. Any reduction of all Lenders the Commitments shall 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 of Commitments, shall be paid on the effective date of such reduction. (d) The Commitments shall also be automatically and permanently reduced to zero; provided, that if the Commitment Termination Date occurs solely due to zero upon the occurrence of an Early Amortization Event and all Lenders a Change in Control unless the Required Banks have consented to the waiver of otherwise waived in writing such Early Amortization Event, then the Commitments of all Lenders shall remain at their levels immediately prior to the occurrence of such Early Amortization Eventreduction.

Reduction of Commitments. (a) At any time the Borrower may, upon at least five (5) Business Days’ ' prior written notice to the Administrative Agent and Agent, each Agent, the Account BankBank and each Hedge Counterparty, reduce the Facility Amount to an amount not less than the Loans Outstanding, which reduction shall be applied, unless otherwise Consented to by the Administrative AgentAgent and the Agents, to the Commitments of each Lender pro rata based on the Lender Percentage represented by such Commitment. If any such written notice is delivered after 3:00 p.m., Atlanta, Georgia New York City time, five (5) Business Days prior, such notice shall be deemed to be received prior to 3:00 p.m., Atlanta, Georgia New York City time, on the next succeeding Business Day. Each partial reduction shall be in a minimum aggregate amount of $5,000,000 or integral multiples of $1,000,000 in DB1/ 139452285.4144571789.3 49 excess thereof. Any request for a reduction in the Facility Amount shall be irrevocable and the Borrower shall deliver no more than four such requests in any 12-month period. (b) In connection with any reduction of the Facility Amount, the Borrower shall remit to the Administrative Agent, for payment to each LenderAgent and the Agents, (i) instructions regarding such reduction and (ii) cash for payment to each Lender, in an amount sufficient to pay any Aggregate Unpaids with respect to such reduction, including any associated Breakage Costs; provided, that no such reduction shall be given effect unless the Borrower has complied with the terms of any Hedging Agreement requiring that one or more Hedge Transactions be terminated in whole or in part as a result of any such reduction in the Loans Outstanding and the Borrower has paid all Hedge Breakage Costs due to the relevant Hedge Counterparty for any such termination. Upon receipt of any such amounts, the Administrative Agent and Agents shall apply such amounts first to the pro rata reduction of the Loans Outstanding, second to the payment of the remaining Aggregate Unpaids with respect thereto, including any Breakage Costs, by paying such amounts to the Lenders pro rata, based on their respective Lender Percentages. (c) On the Commitment Termination Date for a Committed Lender, the Commitment of such Committed Lender shall be automatically reduced to zero. On the Termination Date, the Commitments of all Committed Lenders shall be automatically reduced to zero; provided, that if the Commitment Termination Date occurs solely due to the occurrence of an Early Amortization Event and all Lenders have consented to the waiver of such Early Amortization Event, then the Commitments of all Committed Lenders shall remain at their levels immediately prior to the occurrence of such Early Amortization Event.

Reduction of Commitments. (a) At any time the Borrower may, upon at least five (5) Business Days’ ' prior written notice to the Administrative Agent and Agent, each Agent, the Account BankBank and each Hedge Counterparty, reduce the Facility Amount to an amount not less than the Loans Outstanding, which reduction shall be applied, unless otherwise Consented to by the Administrative AgentAgent and the Agents, to the Commitments of each Lender pro rata based on the Lender Percentage represented by such Commitment. If any such written notice is delivered after 3:00 p.m., Atlanta, Georgia New York City time, five (5) Business Days prior, such notice shall be deemed to be received prior to 3:00 p.m., Atlanta, Georgia New York City time, on the next succeeding Business Day. Each partial reduction shall be in a minimum aggregate amount of $5,000,000 or integral multiples of $1,000,000 in excess thereof. Any request for a reduction in the Facility Amount shall be irrevocable and the Borrower shall deliver no more than four such requests in any 12-month period. (b) In connection with any reduction of the Facility Amount, the Borrower shall remit to the Administrative Agent, for payment to each LenderAgent and the Agents, (i) instructions regarding such reduction and (ii) cash for payment to each Lender, in an amount sufficient to pay any Aggregate Unpaids with respect to such reduction, including any associated Breakage Costs; provided, that no such reduction shall be given effect unless the Borrower has complied with the terms of any Hedging Agreement requiring that one or more Hedge Transactions be terminated in whole or in part as a result of any such reduction in the Loans Outstanding and the Borrower has paid all Hedge Breakage Costs due to the relevant Hedge Counterparty for any such termination. Upon receipt of any such amounts, the Administrative Agent and Agents shall apply such amounts first to the DB1/ 139452285.4 49 154304283v7 pro rata reduction of the Loans Outstanding, second to the payment of the remaining Aggregate Unpaids with respect thereto, including any Breakage Costs, by paying such amounts to the Lenders pro rata, based on their respective Lender Percentages. (c) On the Commitment Termination Date for a Committed Lender, the Commitment of such Committed Lender shall be automatically reduced to zero. On the Termination Date, the Commitments of all Committed Lenders shall be automatically reduced to zero; provided, that if the Commitment Termination Date occurs solely due to the occurrence of an Early Amortization Event and all Lenders have consented to the waiver of such Early Amortization Event, then the Commitments of all Committed Lenders shall remain at their levels immediately prior to the occurrence of such Early Amortization Event.

Reduction of Commitments. (a) At any time During the Revolving Credit Period, the U.S. Borrowers jointly or the Canadian Borrower may, upon at least five (5) three Business Days’ prior written notice to the Administrative Agent and the Account Bank, reduce the Facility Amount to an amount not less than the Loans Outstanding, which reduction shall be applied, unless otherwise Consented to by the Administrative Agent, to (i) terminate the Commitments of each Lender pro rata based on the Lender Percentage represented by such Commitment. If related Class in either case in their entirety at any such written notice is delivered after 3:00 p.m., Atlanta, Georgia time, five if there are no Outstandings for such Class at such time or (5ii) Business Days priorratably reduce from time to time by an Approved Amount, such notice shall be deemed to be received prior to 3:00 p.m., Atlanta, Georgia time, on the next succeeding Business Day. Each partial reduction shall be in a minimum aggregate amount of $5,000,000 or integral multiples the Commitments of $1,000,000 the related Class in excess thereofof the Total Outstanding Amount for such Class. Any request for a Each reduction in of the Facility Amount Commitments pursuant to this Section 4.08(a) shall be irrevocable and the Borrower shall deliver no more than four such requests in any 12-month periodpermanent. (b) In addition, the Commitments shall be reduced upon the incurrence by the Parent Guarantor or any of its Subsidiaries of Excess Secured Debt (other than Excess Secured Debt arising out of the refinancing, extension, renewal or refunding of other Excess Secured Debt, except to the extent, and only to the extent, that the outstanding principal amount of such other Excess Secured Debt is increased), in an amount equal to the cash proceeds of such Excess Secured Debt, net of the reasonable expenses of the Parent Guarantor or such Subsidiary in connection with such incurrence. (c) The reduction required by subsection (b) of this Section 4.08 shall be effective on the date of receipt by the Parent Guarantor or any reduction of its Subsidiaries of the Facility Amountamounts described therein; provided that, in the Borrower event such amounts shall remit aggregate less than $10,000,000, such reduction shall be effective forthwith upon receipt by the Parent Guarantor or any of its Subsidiaries of proceeds which, together with all other amounts described in subsection (b) above not previously applied pursuant to subsection (b) of this Section 4.08, aggregate $10,000,000 or more. The Borrowers shall give the Administrative Agent at least four Business Days’ notice of each reduction in the Commitments pursuant to subsection (b) of this Section 4.08 and a certificate of a Principal Officer of the Parent Guarantor, setting forth the information, in form and substance satisfactory to the Administrative Agent, for necessary to determine the amount of each such reduction. Each reduction of the Commitments pursuant to Section 4.08(b) shall be applied ratably to the respective Commitments of the Lenders and shall be permanent. (d) Subject in the case of any Euro-Currency Loans to Section 4.12 and in the case of any Bankers’ Acceptances to Section 3.02, on each date on which a reduction required by subsection (b) becomes effective, each Borrower shall, in such proportion as the Borrowers have jointly determined or in the absence of any such determination as shall be determined by the Administrative Agent, repay or prepay such principal amount of the outstanding Loans, if any, as may be necessary so that after such payment to each Lenderor prepayment, (i) instructions regarding the Total Outstanding Amount of each Class does not exceed the aggregate Commitments of such Class after giving effect to such reduction of the Commitments and (ii) cash the U.S. Committed Outstandings for each U.S. Lender does not exceed the U.S. Commitment of such Lender as then reduced. The particular Loans to be repaid shall be as designated by the Borrowers in an amount sufficient the related Notice or Notices of Borrowing; provided that if there shall have been a mandatory reduction of the Commitments pursuant to pay any Aggregate Unpaids subsection (b) of this Section 4.08 at a time such that, and with respect the result that, this subsection (d) would otherwise require payment of principal of Fixed Rate Loans or portions thereof prior to the last day of the related Interest Period, such payment shall be deferred to such reduction, including any associated Breakage Costs. Upon receipt of any such amounts, last day unless the Required Lenders otherwise elect by notice to the Borrowers through the Administrative Agent (and the facility fee provided for in Section 4.05(a) shall apply continue to accrue on the amount of such amounts first deferred payment until such payment is made). Each repayment or prepayment pursuant to this subsection (d) shall be made together with accrued interest to the pro rata reduction date of payment or prepayment, and shall be applied ratably to payment of the Loans Outstanding, second to the payment of the remaining Aggregate Unpaids with respect thereto, including any Breakage Costs, by paying such amounts to several Lenders in the Lenders pro rata, based on their respective Lender Percentagesincluded in the related Group. (c) On the Commitment Termination Date, the Commitments of all Lenders shall be automatically reduced to zero; provided, that if the Commitment Termination Date occurs solely due to the occurrence of an Early Amortization Event and all Lenders have consented to the waiver of such Early Amortization Event, then the Commitments of all Lenders shall remain at their levels immediately prior to the occurrence of such Early Amortization Event.

Reduction of Commitments. (a) At any time the Borrower may, upon at least five (5) Business Days’ ' prior written notice to the Administrative Agent and Agent, each Agent, the Account BankBank and each Hedge Counterparty, reduce the Facility Amount to an amount not less than the Loans Outstanding, which reduction shall be applied, unless otherwise Consented to by the Administrative AgentAgent and the Agents, to the Commitments of each Lender pro rata based on the Lender Percentage represented by such Commitment. Any such reduction of the Commitment of any Lender shall also reduce the related Mandatory Commitment of such Lender by the same amount. If any such written notice is delivered after 3:00 p.m., Atlanta, Georgia New York City time, five (5) Business Days prior, such 52 149194398v7 notice shall be deemed to be received prior to 3:00 p.m., Atlanta, Georgia New York City time, on the next succeeding Business Day. Each partial reduction shall be in a minimum aggregate amount of $5,000,000 or integral multiples of $1,000,000 in excess thereof. Any request for a reduction in the Facility Amount shall be irrevocable and the Borrower shall deliver no more than four such requests in any 12-month period. (b) In connection with any reduction of the Facility Amount, the Borrower shall remit to the Administrative AgentAgent and the Agents, for payment to each Lender, (i) instructions regarding such reduction and (ii) cash in an amount sufficient to pay any Aggregate Unpaids with respect to such reduction, including any associated Breakage Costs; provided, that no such reduction shall be given effect unless the Borrower has complied with the terms of any Hedging Agreement requiring that one or more Hedge Transactions be terminated in whole or in part as a result of any such reduction in the Loans Outstanding and the Borrower has paid all Hedge Breakage Costs due to the relevant Hedge Counterparty for any such termination. Upon receipt of any such amounts, the Administrative Agent and Agents shall apply such amounts first to the pro rata reduction of the Loans Outstanding, second to the payment of the remaining Aggregate Unpaids with respect thereto, including any Breakage Costs, by paying such amounts to the Lenders pro rata, based on their respective Lender Percentages. (c) On the Commitment Termination Date for a Committed Lender, the Mandatory Commitment and the Commitment of such Committed Lender shall be automatically reduced to zero. On the Termination Date, the Mandatory Commitments and the Commitments of all Committed Lenders shall be automatically reduced to zero; provided, that if the Commitment Termination Date occurs solely due to the occurrence of an Early Amortization Event and all Lenders have consented to the waiver of such Early Amortization Event, then the Mandatory Commitments and the Commitments of all Committed Lenders shall remain at their levels immediately prior to the occurrence of such Early Amortization Event.

Reduction of Commitments. At Lessee's sole option, Lessee shall have the right prior to the earlier of (aA) At any time the Borrower maythird anniversary of the Documentation Date and (B) the date total Advances are in excess of $1,200,000,000.00, upon at least five (5) Business Days’ prior written to send a notice to the Administrative Agent Participants and Agents notifying them that the Account Bank, Lessee wishes to reduce the Facility Amount Commitments by reason of Lessee's reduction in the Construction Budget, so long as the Lessee shall satisfy prior to exercising any such right each of the following conditions: that (i) after giving effect to the exercise of any such right, (A) there shall exist no Event of Default or Bankruptcy Default, and (B) the anticipated Fair Market Value of the remaining Improvements to be constructed in accordance with the revised Plans and Specifications, as shown on an amount not updated appraisal, performed by the appraiser who prepared the Appraisal (or if such appraiser is unavailable or unable to perform such appraisal, by an appraiser selected by the Majority Banks and approved by the Lessee) in accordance with the standards used for preparing the As-Built Appraisal, shall be (x) as of the Lease Term Expiration Date at least four times greater than the revised Unguaranteed Residual Value, and (y) as of the Lease Commencement Date, no less than 60% of the Loans Outstanding, which reduction shall be applied, unless otherwise Consented to by the Administrative Agent, to the Commitments of each Lender pro rata based on the Lender Percentage represented by such Commitment. If any such written notice is delivered after 3:00 p.m., Atlanta, Georgia time, five (5) Business Days prior, such notice shall be deemed to be received prior to 3:00 p.m., Atlanta, Georgia time, on the next succeeding Business Day. Each partial reduction shall be in a minimum aggregate amount of $5,000,000 or integral multiples of $1,000,000 in excess thereof. Any request for a reduction in Advances previously advanced and to be Advanced by the Facility Amount shall be irrevocable and the Borrower shall deliver no more than four such requests in any 12-month period. (b) In connection with any reduction Participants to obtain Substantial Completion of the Facility Amountrevised Improvements, the Borrower shall remit to the Administrative Agent, for payment to each Lender, (i) instructions regarding such reduction and (ii) cash in an amount sufficient to pay any Aggregate Unpaids with respect to such reduction, including any associated Breakage Costs. Upon receipt of any such amountsthe Participants and the Trustee shall have received revised Plans and Specifications, the Administrative Agent shall apply such amounts first to revised appraisal and a revised budget and schedule for the pro rata reduction of the Loans Outstanding, second to the payment construction of the remaining Aggregate Unpaids Improvements which are reasonably satisfactory to them in all respects and (iii) no less than 40% of the revised Improvements are intended by Lessee (as evidenced by an officer's certificate of Lessee) to serve as facilities to be used by the Lessee or its Affiliates. If the Lessee shall send a notice described in the preceding sentence, and shall otherwise comply with respect thereto, including any Breakage Costs, by paying such amounts to all of the Lenders pro rata, based on their respective Lender Percentages. (c) On the Commitment Termination Dateprovisions of this Section 2.7, the Commitments of all Lenders the Participants shall automatically be automatically reduced to zero; provided, that if the Commitment Termination Date occurs solely due pro rata in an aggregate amount equal to the occurrence of an Early Amortization Event and all Lenders have consented to the waiver of such Early Amortization Event, then reduction in the Commitments of all Lenders shall remain at their levels immediately prior to set forth in the occurrence of such Early Amortization Eventnotice given by Lessee.

Reduction of Commitments. (a) At any time The Borrower shall have the Borrower mayright, upon at least five fifteen (515) Business Days’ prior written days notice to the Administrative Agent Agent, to reduce in whole or in part (ratably as to all Lenders) the Expansion Loan Commitment Amount or the Revolving Credit Commitment Amount or both, PROVIDED, HOWEVER, that the Expansion Loan Commitment Amount and the Account Bank, reduce Revolving Credit Commitment Amount of the Facility Amount Lenders shall not be reduced to an amount not which is less than the aggregate amount of the Expansion Loans Outstandingand Revolving Credit Loans, which respectively, then outstanding after giving effect to any prepayments made in connection with such reduction and the Borrower shall be appliedpay any Prepayment Fee required under SECTION 3.3.2, unless otherwise Consented to by the Administrative AgentPROVIDED, to the Commitments of FURTHER, HOWEVER, that each Lender pro rata based on the Lender Percentage represented by such Commitment. If any such written notice is delivered after 3:00 p.m., Atlanta, Georgia time, five (5) Business Days prior, such notice shall be deemed to be received prior to 3:00 p.m., Atlanta, Georgia time, on the next succeeding Business Day. Each partial reduction of the Expansion Loan Commitment Amount or the Revolving Credit Commitment Amount shall be in a minimum an aggregate amount of $5,000,000 1,000,000 or an integral multiples multiple of $1,000,000 500,000 in excess thereof (or, if less, the entire amount thereof). Any request for a reduction in the Facility Amount notice given pursuant to this subsection (a) of SECTION 3.3.4 shall be irrevocable irrevocable, and once the Expansion Loan Commitment Amount or the Revolving Credit Commitment Amount, as the case may be, is reduced pursuant to this subsection (a) of SECTION 3.3.4, such amount thereafter may not be reinstated or increased. The Borrower shall deliver no more than four such requests not be permitted to reduce the Revolving Credit Commitment Amount unless the Expansion Loan Commitment Amount has been reduced to zero in any 12-month periodaccordance with the terms hereof. (b) In connection The Expansion Loan Commitment (and the Expansion Loan Commitment Amount) and the Revolving Credit Commitment (and the Revolving Credit Commitment Amount) shall be permanently reduced by the amount of Net Cash Proceeds received by the Borrower or any of its Subsidiaries as a result of any sale or disposition of assets; PROVIDED, HOWEVER, that unless such sale or other disposition would require, whether immediately or with the passage of time, a repayment or prepayment of principal on, or a redemption of, any reduction of the Facility AmountSenior Notes, the Borrower no such reduction shall remit to the Administrative Agent, for payment to each Lender, be required as a result of (i) instructions regarding such reduction and the sale by the Borrower or any of its Subsidiaries of assets in the ordinary course of business, (ii) cash in an amount sufficient to pay the sale by the Borrower or any Aggregate Unpaids with respect to such reduction, including any associated Breakage Costs. Upon receipt of its Subsidiaries of any assets in a single transaction or a series of related transactions where the aggregate net book value of such amountsassets sold or disposed does not to exceed $250,000, and (iii) the Administrative Agent disposition by the Borrower or any of its Subsidiaries of up to 5,000 Telephones in the aggregate during the term of this Agreement solely in exchange for other Telephones. Any reduction required under this subsection (b) shall apply such amounts be effective immediately upon receipt by the Borrower or any of its Subsidiaries of Net Cash Proceeds, and shall be applied first to the pro rata reduction of Expansion Loan Commitment Amount until the Loans Outstanding, second Expansion Loan Commitment Amount is zero and then shall be applied to the payment of the remaining Aggregate Unpaids with respect thereto, including any Breakage Costs, by paying such amounts to the Lenders pro rata, based on their respective Lender PercentagesRevolving Credit Commitment Amount. (c) On The Expansion Loan Commitment (and the Expansion Loan Commitment Termination Date, Amount) and the Commitments of all Lenders Revolving Credit Commitment (and the Revolving Credit Commitment Amount) shall be automatically permanently reduced to zero; provided, that if by the Commitment Termination Date occurs solely due to amount of Net Cash Proceeds received by the occurrence Borrower or any of an Early Amortization Event and all Lenders have consented to its Subsidiaries from the waiver issuance by the Borrower or any of such Early Amortization Event, then its Subsidiaries of debt securities or from the Commitments incurrence by the Borrower or any of all Lenders shall remain at their levels immediately prior to the occurrence its Subsidiaries of such Early Amortization Eventany Indebtedness other than Indebtedness permitted under SECTION 6.2.

Reduction of Commitments. The Company (aon behalf of itself and the Subsidiary Borrowers) At may permanently reduce the Aggregate Revolving Loan Commitment in whole, or in part ratably among the Revolving Lenders, in an aggregate minimum amount of $10,000,000 and integral multiples of $5,000,000 in excess thereof, unless the Aggregate Revolving Loan Commitment is reduced in whole, upon at least three (3) Business Days’ prior written notice to the Administrative Agent, which notice shall specify the amount of any time such reduction; provided, however, that the amount of the Aggregate Revolving Loan Commitment may not be reduced below the aggregate principal Dollar Amount of the outstanding Revolving Credit Obligations. All accrued facility fees shall be payable on the effective date of any termination of the obligations of the Revolving Lenders to make Revolving Loans hereunder. In addition, each Alternate Currency Borrower may, upon at least five three (53) Business Days’ prior written notice to the Administrative Agent and to the Account applicable Alternate Currency Bank, terminate entirely at any time or reduce the Facility Amount from time to an amount not less than the Loans Outstanding, which reduction shall be applied, unless otherwise Consented to by the Administrative Agent, to the Commitments of each Lender pro rata based on the Lender Percentage represented by such Commitment. If any such written notice is delivered after 3:00 p.m., Atlanta, Georgia time, five (5) Business Days prior, such notice shall be deemed to be received prior to 3:00 p.m., Atlanta, Georgia time, on the next succeeding Business Day. Each partial reduction shall be in a minimum by an aggregate amount of $5,000,000 or integral multiples any larger multiple of $1,000,000 in excess thereof. Any request for a reduction in (or as otherwise set forth on the Facility Amount shall be irrevocable and applicable Alternate Currency Addendum), the Borrower shall deliver no more than four such requests in any 12-month period. (b) In connection with any reduction unused portions of the Facility Amount, applicable Alternate Currency Commitment as specified by the applicable Alternate Currency Borrower shall remit in such notice to the Administrative AgentAgent and the Alternate Currency Bank; provided, for payment however, that at no time shall the Alternate Currency Commitments be reduced to each Lendera figure less than the total of the outstanding principal amount of all Alternate Currency Loans. Notwithstanding the foregoing, (i) instructions regarding the Borrowers may rescind or postpone any notice of termination of the Revolving Credit Commitments if such reduction and (ii) cash in an amount sufficient to pay any Aggregate Unpaids with respect to such reduction, including any associated Breakage Costs. Upon receipt termination would have resulted from a refinancing of any such amountsRevolving Credit Commitments, the Administrative Agent which refinancing shall apply such amounts first to the pro rata reduction of the Loans Outstanding, second to the payment of the remaining Aggregate Unpaids with respect thereto, including any Breakage Costs, by paying such amounts to the Lenders pro rata, based on their respective Lender Percentages. (c) On the Commitment Termination Date, the Commitments of all Lenders not be consummated or otherwise shall be automatically reduced to zerodelayed; provided, that if such rescission shall not limit the Commitment Termination Date occurs solely due to the occurrence indemnification requirements of an Early Amortization Event and all Lenders have consented to the waiver of such Early Amortization Event, then the Commitments of all Lenders shall remain at their levels immediately prior to the occurrence of such Early Amortization EventSection 4.4.

Reduction of Commitments. (a) At any time The Borrower shall have the Borrower mayright, upon at least five fifteen (515) Business Days’ prior written days notice to the Administrative Agent Agent, to reduce in whole or in part (ratably as to all Lenders) the Expansion Loan Commitment Amount or the Revolving Credit Commitment Amount or both, provided, however, that the Expansion Loan Commitment Amount and the Account Bank, reduce Revolving Credit Commitment Amount of the Facility Amount Lenders shall not be reduced to an amount not which is less than the aggregate amount of the Expansion Loans Outstandingand Revolving Credit Loans, which respectively, then outstanding after giving effect to any prepayments made in connection with such reduction and the Borrower shall be appliedpay any Prepayment Fee required under Section 3.3.2, unless otherwise Consented to by the Administrative Agentprovided, to the Commitments of further, however, that each Lender pro rata based on the Lender Percentage represented by such Commitment. If any such written notice is delivered after 3:00 p.m., Atlanta, Georgia time, five (5) Business Days prior, such notice shall be deemed to be received prior to 3:00 p.m., Atlanta, Georgia time, on the next succeeding Business Day. Each partial reduction of the Expansion Loan Commitment Amount or the Revolving Credit Commitment Amount shall be in a minimum an aggregate amount of $5,000,000 1,000,000 or an integral multiples multiple of $1,000,000 500,000 in excess thereof (or, if less, the entire amount thereof). Any request for a reduction in the Facility Amount notice given pursuant to this subsection (a) of Section 3.3.4 shall be irrevocable irrevocable, and once the Expansion Loan Commitment Amount or the Revolving Credit Commitment Amount, as the case may be, is reduced pursuant to this subsection (a) of Section 3.3.4, such amount thereafter may not be reinstated or increased. The Borrower shall deliver no more than four such requests not be permitted to reduce the Revolving Credit Commitment Amount unless the Expansion Loan Commitment Amount has been reduced to zero in any 12-month periodaccordance with the terms hereof. (b) In connection The Expansion Loan Commitment (and the Expansion Loan Commitment Amount) and the Revolving Credit Commitment (and the Revolving Credit Commitment Amount) shall be permanently reduced by the amount of Net Cash Proceeds received by the Borrower or any of its Subsidiaries as a result of any sale or disposition of assets; provided, however, that unless such sale or other disposition would require, whether immediately or with the passage of time, a repayment or prepayment of principal on, or a redemption of, any reduction of the Facility AmountSenior Notes, the Borrower no such reduction shall remit to the Administrative Agent, for payment to each Lender, be required as a result of (i) instructions regarding such reduction and the sale by the Borrower or any of its Subsidiaries of assets in the ordinary course of business, (ii) cash in an amount sufficient to pay the sale by the Borrower or any Aggregate Unpaids with respect to such reduction, including any associated Breakage Costs. Upon receipt of its Subsidiaries of any assets in a single transaction or a series of related transactions where the aggregate net book value of such amountsassets sold or disposed does not to exceed $250,000, and (iii) the Administrative Agent disposition by the Borrower or any of its Subsidiaries of up to 5,000 Telephones in the aggregate during the term of this Agreement solely in exchange for other Telephones. Any reduction required under this subsection (b) shall apply such amounts be effective immediately upon receipt by the Borrower or any of its Subsidiaries of Net Cash Proceeds, and shall be applied first to the pro rata reduction of Expansion Loan Commitment Amount until the Loans Outstanding, second Expansion Loan Commitment Amount is zero and then shall be applied to the payment of the remaining Aggregate Unpaids with respect thereto, including any Breakage Costs, by paying such amounts to the Lenders pro rata, based on their respective Lender PercentagesRevolving Credit Commitment Amount. (c) On The Expansion Loan Commitment (and the Expansion Loan Commitment Termination DateAmount) and the Revolving Credit Commitment (and the Revolving Credit Commitment Amount) shall be permanently reduced by the amount of Net Cash Proceeds received by the Borrower or any of its Subsidiaries from the issuance by the Borrower or any of its Subsidiaries of debt securities or from the incurrence by the Borrower or any of its Subsidiaries of any Indebtedness other than Indebtedness permitted under Section 6.2.2. Any reduction required under this subsection (c) shall be effective immediately upon receipt by the Borrower or any of its Subsidiaries of such Net Cash Proceeds. Any reduction pursuant to this subsection (c) shall be applied first to the Expansion Loan Commitment Amount and then to the Revolving Credit Commitment Amount. (d) The Expansion Loan Commitment (and the Expansion Loan Commitment Amount) and the Revolving Credit Loan Commitment (and the Revolving Credit Commitment Amount) shall be permanently reduced by the amount of any prepayments required under subsection (f) of Section 3.3. 1. Any reduction pursuant to this subsection (d) shall be applied first to the Expansion Loan Commitment Amount and then to the Revolving Credit Commitment Amount. (e) The Expansion Loan Commitment (and the Expansion Loan Commitment Amount) shall be permanently reduced on any day occurring on or after November 30, 1998 that the Commitments principal amount of any Expansion Loans are repaid by the Borrower by the amount of such repayment. (f) The Expansion Loan Commitment (and the Expansion Loan Commitment Amount) shall be permanently reduced on November 30, 1998 by the amount by which the Expansion Loan Commitment Amount on such date exceeds the aggregate outstanding principal amount of all Lenders shall be automatically reduced to zero; provided, that if the Commitment Termination Date occurs solely due to the occurrence of an Early Amortization Event and all Lenders have consented to the waiver of Expansion Loans on such Early Amortization Event, then the Commitments of all Lenders shall remain at their levels immediately prior to the occurrence of such Early Amortization Eventdate.

Reduction of Commitments. (a) At any time The Borrower shall have the Borrower mayright, upon at least five (5) three Business Days’ prior written ' notice to the Administrative Agent and the Account Bank, reduce the Facility Amount to an amount not less than the Loans Outstanding, which reduction shall be applied, unless otherwise Consented to by the Administrative Agent, to terminate in whole or reduce ratably in part the Commitments of Unused Revolving Credit Commitments; provided that each Lender pro rata based on the Lender Percentage represented by such Commitment. If any such written notice is delivered after 3:00 p.m., Atlanta, Georgia time, five (5) Business Days prior, such notice shall be deemed to be received prior to 3:00 p.m., Atlanta, Georgia time, on the next succeeding Business Day. Each partial reduction shall be in a the minimum aggregate amount of $5,000,000 or 10,000,000 and in an integral multiples multiple of $1,000,000 5,000,000; provided further, that no such termination or reduction shall be made pursuant to this Section 2.05, unless after giving effect thereto, the Revolving Credit Facility equals or exceeds the aggregate Letter of Credit Commitments of the Issuing Banks. The Borrower shall have the right, upon at least three Business Days' notice to the Agent and an Issuing Bank to terminate in excess thereof. Any request for a whole or reduce the Letter of Credit Commitment of such Issuing Bank; provided that each partial reduction shall be in the Facility Amount shall be irrevocable minimum amount of $10,000,000 and the Borrower shall deliver in an integral multiple of $5,000,000; provided further that no more than four such requests in any 12-month period. (b) In connection with any termination or reduction of the Facility AmountLetter of Credit Commitment of any Issuing Bank shall be made pursuant to this Section 2.05, unless after giving effect thereto, the Borrower shall remit Letter of Credit Commitment of such Issuing Bank equals or exceeds the sum of the Available Amount of all outstanding Letters of Credit issued by such Issuing Bank plus the principal amount of all outstanding Letter of Credit Advances relating to any Letter of Credit issued by such Issuing Bank; provided further that no termination of the Administrative Agent, for payment to each Lender, (i) instructions regarding such reduction and (ii) cash in an amount sufficient to pay any Aggregate Unpaids with respect to such reduction, including any associated Breakage Costs. Upon receipt Letter of Credit Commitment of any such amounts, Issuing Bank shall be made unless the Administrative Agent shall apply such amounts first to the pro rata Letter of Credit Commitments of all Issuing Banks are simultaneously terminated in accordance herewith; provided further that no reduction of the Loans Outstanding, second to Letter of Credit Commitment of any Issuing Bank shall be made unless the payment Letter of the remaining Aggregate Unpaids with respect thereto, including any Breakage Costs, by paying such amounts to the Lenders pro rata, based on their respective Lender Percentages. (c) On the Commitment Termination Date, the Credit Commitments of all Lenders other Issuing Banks are simultaneously reduced by the same percentage in accordance herewith. Any termination or reduction of any of the Commitments shall be automatically reduced to zero; provided, that if the Commitment Termination Date occurs solely due to the occurrence of an Early Amortization Event and all Lenders have consented to the waiver of such Early Amortization Event, then the Commitments of all Lenders shall remain at their levels immediately prior to the occurrence of such Early Amortization Eventpermanent.

Reduction of Commitments. (ai) At The Borrower shall have the right at any time the Borrower may, and from time to time upon at least five (5) Business Days’ prior written notice to the Administrative Agent and to reduce by $5,000,000 or an integral multiple thereof or to terminate entirely the Account Bank, reduce aggregate amount of the Facility Amount to an amount not less than the Loans Outstanding, which reduction shall be applied, unless otherwise Consented to by the Administrative Agent, to Commitments whereupon the Commitments of each Lender the Lenders shall be reduced pro rata based in accordance with their respective Commitment Percentages of the amount specified in such notice or, as the case may be, terminated. Promptly after receiving any notice of the Borrower delivered pursuant to this Section 2.2(g), the Agent will notify the Lenders of the substance thereof. Upon the effective date of any such reduction or termination, the Borrower shall pay to the Agent for the respective accounts of the Lenders the full amount of any Commitment Fee then accrued on the Lender Percentage represented amount of the reduction. No reduction or termination of the Commitments may be reinstated. (ii) In the event of any Major Asset Sale, the Commitments shall be reduced dollar for dollar by an amount equal to the Net Proceeds from such Commitment. If Major Asset Sale, regardless of whether any such written notice is delivered after 3:00 p.m.Net Proceeds have been applied to any repayment of Loans and regardless of whether any Loans or Letters of Credit are outstanding, Atlanta, Georgia time, five (5) Business Days prior, such notice shall be deemed to be received prior to 3:00 p.m., Atlanta, Georgia time, on the next succeeding Business Day. Each partial reduction shall be in a minimum aggregate amount of $5,000,000 or integral multiples of $1,000,000 in excess thereof. Any request for a reduction in the Facility Amount shall be irrevocable and the Borrower shall deliver provide written notice to the Agent of the amount of any such Net Proceeds; provided, however, the Borrower may propose, subject to Majority Lender consent, in writing, an amount of continued Commitments available for reborrowing under this Agreement given the circumstances then existing at the time relating to the remaining Plants and Obligors, and in no more than four such requests in event shall any 12-month periodnew Commitment amount exceed the original Commitments available as of the Final Order Entry Date. (biii) In connection with any reduction of All Commitments shall automatically terminate at 5:00 P.M., New York City time, on February 19, 2014, if the Facility Amount, the Borrower shall remit conditions to the Administrative Agent, for payment to each Lender, (i) instructions regarding Initial Funding Date set forth in Section 11.1 shall not have been satisfied by such reduction and (ii) cash in an amount sufficient to pay any Aggregate Unpaids with respect to such reduction, including any associated Breakage Costs. Upon receipt of any such amounts, the Administrative Agent shall apply such amounts first to the pro rata reduction of the Loans Outstanding, second to the payment of the remaining Aggregate Unpaids with respect thereto, including any Breakage Costs, by paying such amounts to the Lenders pro rata, based on their respective Lender Percentagestime. (c) On the Commitment Termination Date, the Commitments of all Lenders shall be automatically reduced to zero; provided, that if the Commitment Termination Date occurs solely due to the occurrence of an Early Amortization Event and all Lenders have consented to the waiver of such Early Amortization Event, then the Commitments of all Lenders shall remain at their levels immediately prior to the occurrence of such Early Amortization Event.

Reduction of Commitments. (a) At any time the Borrower may, upon at least five (5) Business Days’ ' prior written notice to the Administrative Agent and Agent, each Agent, the Account BankBank and each Hedge Counterparty, reduce the Facility Amount to an amount not less than the Loans Outstanding, which reduction shall be applied, unless otherwise Consented to by the Administrative AgentAgent and the Agents, to the Commitments of each Lender pro rata based on the Lender Percentage represented by such Commitment. Any such reduction of the Commitment of any Lender shall also reduce the related Mandatory Commitment of such Lender by the same amount. If any such written notice is delivered after 3:00 p.m., Atlanta, Georgia New York City time, five (5) Business Days prior, such notice shall be deemed to be received prior to 3:00 p.m., Atlanta, Georgia New York City time, on the next succeeding Business Day. Each partial reduction shall be in a minimum aggregate amount of $5,000,000 or integral multiples of $1,000,000 in excess thereof. Any request for a reduction in the Facility Amount shall be irrevocable and the Borrower shall deliver no more than four such requests in any 12-month period. (b) In connection with any reduction of the Facility Amount, the Borrower shall remit to the Administrative AgentAgent and the Agents, for payment to each Lender, (i) instructions regarding such reduction and (ii) cash in an amount sufficient to pay any Aggregate Unpaids with respect to such reduction, including any associated Breakage Costs; provided, that no such reduction shall be given effect unless the Borrower has complied with the terms of any Hedging Agreement requiring that one or more Hedge Transactions be terminated in whole or in part as a result of any such reduction in the Loans Outstanding and the Borrower has paid all Hedge Breakage Costs due to the relevant Hedge Counterparty for any such termination. Upon receipt of any such amounts, the Administrative Agent and Agents shall apply such amounts first to the pro rata reduction of the Loans Outstanding, second to the payment of the remaining Aggregate Unpaids with respect thereto, including any Breakage Costs, by paying such amounts to the Lenders pro rata, based on their respective Lender Percentages. (c) On the Commitment Termination DateDate for a Committed Lender, the Commitments Mandatory Commitment and the Commitment of all Lenders such Committed Lender shall be automatically reduced to zero; provided. On the Termination Date, that if the Commitment Termination Date occurs solely due to the occurrence of an Early Amortization Event Mandatory Commitments and all Lenders have consented to the waiver of such Early Amortization Event, then the Commitments of all Lenders shall remain at their levels immediately prior to the occurrence of such Early Amortization Event.all

Reduction of Commitments. Provided that there is then no outstanding Default and that no Default will be caused by such reduction, the Borrowers shall have the right, without premium or penalty (a) At except as otherwise set forth herein), at any time the Borrower may, and from time to time upon at least five three (53) Business Days’ Days prior written notice to the Administrative Agent and the Account Bankto reduce by $3,000,000, reduce the Facility Amount to an amount not less than the Loans Outstanding, which reduction shall be applied, unless otherwise Consented to by the Administrative Agent, to the Commitments of each Lender pro rata based on the Lender Percentage represented by such Commitment. If any such written notice is delivered after 3:00 p.m., Atlanta, Georgia time, five (5) Business Days prior, such notice shall be deemed to be received prior to 3:00 p.m., Atlanta, Georgia time, on the next succeeding Business Day. Each partial reduction shall be in a minimum aggregate amount of $5,000,000 or integral multiples of $1,000,000 in excess thereof. Any request for a reduction , or to terminate entirely, (a) the Term Loan Limit in excess of the Facility Amount shall be irrevocable and the Borrower shall deliver no more than four such requests in any 12-month period. then outstanding Term Loans, or (b) In connection with any reduction the Revolving Credit Limit in excess of the Facility Amountthen outstanding Revolving Exposure, provided that the Revolving Credit Limit may not be reduced below $75,000,000 unless all Revolving Loans are paid and performed in full and the Revolving Credit Limit is reduced to zero. In the event of any such reduction, the Borrower Commitments of the Lenders shall remit to the Administrative Agent, for payment to each Lender, be either (i) instructions regarding reduced pro rata in accordance with their respective Revolving Loan Commitment Percentages or Term Loan Commitment Percentages, as the case may be, of the amount specified in such reduction and notice, or (ii) cash in an amount sufficient as the case may be, terminated. Promptly after receiving any notice from the Borrowers delivered pursuant to pay any Aggregate Unpaids with respect to such reduction, including any associated Breakage Costs. Upon receipt of any such amountsthis Section, the Administrative Agent will notify the Lenders of the substance thereof. Upon the effective date of any such reduction or termination, the Borrowers shall apply such amounts first pay to the Administrative Agent for the respective pro rata reduction accounts of such Lenders the full amount of any Unused Facility Fee or other Fee then accrued on the amount of the Loans Outstanding, second to the payment reduction. No reduction or termination of the remaining Aggregate Unpaids with respect thereto, including Commitments may be reinstated. Upon any Breakage Costs, by paying such amounts to reduction or termination of one but not both of the Lenders pro rata, based on their respective Lender Percentages. (c) On the Commitment Termination Date, the aggregate Revolving Loan Commitments or Term Loan Commitments of all the Revolving Credit Lenders shall be automatically reduced and Term Loan Lenders, respectively, pursuant to zero; providedthis Section, that if the Commitment Termination Date occurs solely due Administrative Agent will circulate to the occurrence Borrowers and each of an Early Amortization Event and all the Lenders have consented to the waiver of a revised Schedule 2 reflecting such Early Amortization Event, then the Commitments of all Lenders shall remain at their levels immediately prior to the occurrence of such Early Amortization Eventreduction or termination.