Common use of Termination or Reduction of Commitments Clause in Contracts

Termination or Reduction of Commitments. (a) The Borrowers may, upon irrevocable notice from the Lead Borrower to the Agent, terminate the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments. If, after giving effect to any reduction of the Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Letter of Credit Sublimit or Swing Line Sublimit shall be automatically reduced by the amount of such excess. To the extent there are any FILO Tranches outstanding at the time of any such reduction or termination of the Aggregate Commitments under this Section 2.06, such reduction or termination shall be applied first to the non-FILO Tranche of Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with the Payment Conditions, in which case such reduction or termination may be applied to such FILO Tranche(s). (b) The Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit, or the Aggregate Commitments under this Section 2.06. Upon any reduction of the Aggregate Commitments, the Commitment of each Lender shall be reduced by such Lender’s Applicable Percentage of such reduction amount. If, as a result of such termination or reduction, (i) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, the Borrowers shall contemporaneously with such reduction or termination, Cash Collateralize such excess amount, (ii) the Swing Line Loans hereunder would exceed the Swing Line Sublimit, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess, and (iii) the Revolving Loans or the Swing Line Loans hereunder would exceed the Aggregate Commitments or the Swing Line Sublimit, as applicable, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess. Such reductions shall be applied pro rata to the Aggregate Commitments; provided that, if a FILO Tranche is outstanding, such reductions may be applied first to such FILO Tranche so long as the Borrowers shall be in pro forma compliance with the Payment Conditions.

Termination or Reduction of Commitments. (a) The Borrowers Lead Borrower may, upon irrevocable notice from the Lead Borrower to the Agent, terminate the Aggregate Commitments, the Swing Line Sublimit or the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce in part the Aggregate Commitments, the Swing Line Sublimit or the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reductionreduction (or such later date as the Agent may agree), (ii) any such partial reduction shall (A) be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, and (B) except in connection with any payment in full of the Obligations, not result in the Aggregate Commitments being less than $100,000,000 after giving effect thereto, and (iii) the Borrowers shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments. , (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Swing Line Sublimit if, after giving effect thereto, and to any concurrent payments hereunder, the Outstanding Amount of Swing Line Loans made to the Borrowers hereunder would exceed the Swing Line Sublimit. (b) If, after giving effect to any reduction of the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Letter of Credit Sublimit or Swing Line Sublimit shall be automatically reduced by the amount of such excess. To the extent there are any FILO Tranches outstanding at the time of any such reduction or termination of the Aggregate Commitments under this Section 2.06, such reduction or termination shall be applied first to the non-FILO Tranche of Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with the Payment Conditions, in which case such reduction or termination may be applied to such FILO Tranche(s). (bc) The Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit, or the Aggregate Commitments under made pursuant to this Section 2.06. Upon any reduction of the Aggregate Commitments, the Commitment of each Lender shall be reduced by such Lender’s Applicable Percentage of such reduction amount. If. (d) In connection with any reduction in the Aggregate Commitments prior to the Maturity Date, as a result if any Loan Party or any of such termination or reductionits Subsidiaries owns any Margin Stock, (i) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, the Borrowers shall contemporaneously with such reduction or termination, Cash Collateralize such excess amount, (ii) the Swing Line Loans hereunder would exceed the Swing Line Sublimit, the Borrowers shall contemporaneously with such reduction or termination, pay deliver to the Agent an amount equal to such excessupdated Form U-1 (with sufficient additional originals thereof for each Lender), duly executed and (iii) delivered by the Revolving Loans or the Swing Line Loans hereunder would exceed the Aggregate Commitments or the Swing Line Sublimitapplicable Borrowers, as applicable, the Borrowers shall contemporaneously together with such reduction or termination, pay other documentation as the Agent an amount equal shall reasonably request, in order to such excess. Such reductions shall be applied pro rata enable the Agent and the Lenders to comply with any of the Aggregate Commitments; provided thatrequirements under Regulations T, if a FILO Tranche is outstanding, such reductions may be applied first to such FILO Tranche so long as U or X of the Borrowers shall be in pro forma compliance with the Payment ConditionsFRB.

Termination or Reduction of Commitments. (a) The Borrowers Borrower may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate CommitmentsRevolving Credit Facility, the Letter of Credit Sublimit or the Swing Line Sublimit Sublimit, or from time to time permanently reduce the Aggregate CommitmentsRevolving Credit Facility, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five 1:00 p.m. three Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 1,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) any prepayment of a Revolving Credit Loan or Swing Line Loan or termination, cancellation or cash collateralization of any L/C Obligations necessary to effectuate a reduction under this Section 2.06 shall be accompanied by payment of (A) accrued interest (or fees) on the Borrowers amount prepaid to the date of prepayment and (B) any additional amounts required pursuant to Section 3.05 and (iv) the Borrower shall not terminate or reduce (A) the Aggregate Commitments Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Aggregate Commitments. IfRevolving Credit Facility, after giving effect to any reduction of the Commitments, (B) the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitmentsif, such Letter of Credit Sublimit or Swing Line Sublimit shall be automatically reduced by the amount of such excess. To the extent there are any FILO Tranches outstanding at the time of any such reduction or termination of the Aggregate Commitments under this Section 2.06after giving effect thereto, such reduction or termination shall be applied first to the non-FILO Tranche of Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with the Payment Conditions, in which case such reduction or termination may be applied to such FILO Tranche(s). (b) The Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit, or the Aggregate Commitments under this Section 2.06. Upon any reduction of the Aggregate Commitments, the Commitment of each Lender shall be reduced by such Lender’s Applicable Percentage of such reduction amount. If, as a result of such termination or reduction, (i) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, the Borrowers shall contemporaneously with such reduction Sublimit or termination, Cash Collateralize such excess amount, (iiC) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans hereunder would exceed the Swing Line Sublimit. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Revolving Credit Facility, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess, and (iii) the Revolving Loans Letter of Credit Sublimit or the Swing Line Loans hereunder would exceed Sublimit. Any such reduction shall be applied to the Revolving Credit Commitment of each Appropriate Lender according to its Applicable Revolving Credit Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination. (b) If after giving effect to any reduction or termination of Revolving Credit Commitments under this Section 2.06, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the Revolving Credit Facility at such time, the Letter of Credit Sublimit or the Swing Line Sublimit, as applicablethe case may be, shall be automatically reduced by the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to of such excess. Such reductions shall be applied pro rata to the Aggregate Commitments; provided that, if a FILO Tranche is outstanding, such reductions may be applied first to such FILO Tranche so long as the Borrowers shall be in pro forma compliance with the Payment Conditions.

Termination or Reduction of Commitments. (a) The Borrowers may, upon irrevocable notice to the Administrative Agent from the Lead Borrower to the Agent, terminate the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit Sublimit, or from time to time permanently reduce the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. A.M. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 5,000,000 in excess thereof, (iii) the Borrowers shall not terminate or reduce (A) the Aggregate Revolving Credit Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Aggregate Revolving Credit Commitments. If, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of Letter of Credit Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit and (iv) if, after giving effect to any reduction or termination of the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit Commitments, such Letter of Credit Sublimit or Swing Line Sublimit shall be automatically reduced by the amount of such excess. To the extent there are any FILO Tranches outstanding at the time of any such reduction or termination of the Aggregate Commitments under this Section 2.06, such reduction or termination shall be applied first to the non-FILO Tranche of Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with the Payment Conditions, in which case such reduction or termination may be applied to such FILO Tranche(s). (b) The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Letter of Aggregate Revolving Credit Sublimit, Swing Line Sublimit, or the Aggregate Commitments under this Section 2.06. Upon any reduction of the Aggregate Commitments, the Commitment of each Lender shall be reduced by such Lender’s Applicable Percentage of such reduction amount. If, as a result of such termination or reduction, (i) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, the Borrowers shall contemporaneously with such reduction or termination, Cash Collateralize such excess amount, (ii) the Swing Line Loans hereunder would exceed the Swing Line Sublimit, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess, and (iii) the Revolving Loans or the Swing Line Loans hereunder would exceed the Aggregate Commitments Sublimit or the Swing Line Sublimit, as applicable, . Any reduction of the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess. Such reductions Aggregate Revolving Credit Commitments shall be applied pro rata to the Revolving Credit Commitment of each Revolving Credit Lender according to its Applicable Revolving Credit Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments; provided that, if a FILO Tranche is outstanding, such reductions may be applied first to such FILO Tranche so long as the Borrowers Revolving Credit Commitments shall be in pro forma compliance with paid on the Payment Conditionseffective date of such termination.

Termination or Reduction of Commitments. (a) The Borrowers may, upon irrevocable notice to the Administrative Agent from the Lead Borrower to the Agent, terminate the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit Sublimit, or from time to time permanently reduce the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five three Business Days (or such shorter time as agreed by Administrative Agent) prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers shall not terminate or reduce (A) the Aggregate Revolving Credit Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Revolving Credit Commitments. If, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of Letter of Credit Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit and (iv) if, after giving effect to any reduction or termination of the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit Commitments, such Letter of Credit Sublimit or Swing Line Sublimit shall be automatically reduced by the amount of such excess. To the extent there are any FILO Tranches outstanding at the time of any such reduction or termination of the Aggregate Commitments under this Section 2.06, such reduction or termination shall be applied first to the non-FILO Tranche of Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with the Payment Conditions, in which case such reduction or termination may be applied to such FILO Tranche(s). (b) The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Letter of Aggregate Revolving Credit Sublimit, Swing Line Sublimit, or the Aggregate Commitments under this Section 2.06. Upon any reduction of the Aggregate Commitments, the Commitment of each Lender shall be reduced by such Lender’s Applicable Percentage of such reduction amount. If, as a result of such termination or reduction, (i) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, the Borrowers shall contemporaneously with such reduction or termination, Cash Collateralize such excess amount, (ii) the Swing Line Loans hereunder would exceed the Swing Line Sublimit, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess, and (iii) the Revolving Loans or the Swing Line Loans hereunder would exceed the Aggregate Commitments Sublimit or the Swing Line Sublimit, as applicable, . Any reduction of the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess. Such reductions Aggregate Revolving Credit Commitments shall be applied pro rata to the Revolving Credit Commitment of each Revolving Credit Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments; provided that, if a FILO Tranche is outstanding, such reductions may be applied first to such FILO Tranche so long as the Borrowers Revolving Credit Commitments shall be in pro forma compliance with paid on the Payment Conditionseffective date of such termination.

Termination or Reduction of Commitments. (a) The Borrowers Company may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate New Vehicle Floorplan Commitments or the Aggregate Used Vehicle Floorplan Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Commitments, the Letter of Credit Sublimit New Vehicle Floorplan Commitments or the Swing Line SublimitAggregate Used Vehicle Floorplan Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days 30 days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments. If, after giving effect to any reduction of the Aggregate New Vehicle Floorplan Commitments, the Letter of Credit Sublimit or the New Vehicle Floorplan Swing Line Sublimit exceeds the amount of the Aggregate New Vehicle Floorplan Commitments, such Letter of Credit Sublimit or Swing Line Sublimit shall be automatically reduced by the amount of such excess. To , (iv) if, after giving effect to any reduction of the extent there are any FILO Tranches outstanding at Aggregate Used Vehicle Floorplan Commitments, the time Used Vehicle Floorplan Swing Line Sublimit exceeds the amount of the Aggregate Used Vehicle Floorplan Commitments, such Sublimit shall be automatically reduced by the amount of such excess, and (v) following any such reduction or termination reduction, no more than 15% of the Aggregate Commitments under this Section 2.06may be allocated to the Aggregate Used Vehicle Floorplan Commitments. In connection with any reduction of the Aggregate New Vehicle Floorplan Commitments, such reduction the New Vehicle Floorplan Swing Line Lender in its discretion may suspend and/or terminate all or termination a portion of the then outstanding Payment Commitments or Payoff Letter Commitments which shall be applied first promptly selected by the Company, in an amount that corresponds to the non-FILO Tranche size of Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with the Payment Conditions, in which case such reduction or termination may be applied to such FILO Tranche(s). (b) said reduction. The Administrative Agent will promptly notify the applicable Lenders of any such notice of termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit, Aggregate New Vehicle Floorplan Commitments or the Aggregate Commitments under this Section 2.06Used Vehicle Floorplan Commitments. Upon any Any reduction of the Aggregate Commitments, New Vehicle Floorplan Commitments or Aggregate Used Vehicle Floorplan Commitments shall be applied to the Commitment of each Lender in accordance with (x) its respective Applicable New Vehicle Floorplan Percentage and (y) its respective Applicable Used Vehicle Floorplan Percentage, as the case may be. All fees and interest accrued under the New Vehicle Floorplan Facility as of the effective date of any termination of the Aggregate New Vehicle Floorplan Commitments shall be reduced by such Lender’s Applicable Percentage paid on the effective date of such reduction amount. If, as a result of such termination or reduction, (i) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, the Borrowers shall contemporaneously with such reduction or termination, Cash Collateralize such excess amount, (ii) the Swing Line Loans hereunder would exceed the Swing Line Sublimit, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess, and (iii) the Revolving Loans or the Swing Line Loans hereunder would exceed the Aggregate Commitments or the Swing Line Sublimit, as applicable, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess. Such reductions shall be applied pro rata to the Aggregate Commitments; provided that, if a FILO Tranche is outstanding, interest due and payable to the New Vehicle Swing Line Lender (in such reductions may be applied first to such FILO Tranche so long as the Borrowers capacity) shall be due and payable pursuant to terms acceptable to the New Vehicle Swing Line Lender in pro forma compliance with its sole discretion. All fees and interest accrued under the Payment ConditionsUsed Vehicle Floorplan Facility as of the effective date of any termination of the Aggregate Used Vehicle Floorplan Commitments shall be paid on the effective date of such termination; provided that, interest due and payable to the Used Vehicle Swing Line Lender (in such capacity), shall be due and payable pursuant to terms acceptable to the Used Vehicle Swing Line Lender in its sole discretion.

Termination or Reduction of Commitments. (a) The Borrowers Borrower may, upon irrevocable notice from the Lead Borrower to the Agent, terminate the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 250,000 in excess thereof, (iii) the Borrowers Borrower shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments. , (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, and (C) the Swing Line Sublimit if, after giving effect thereto, and to any concurrent payments hereunder, the Outstanding Amount of Swing Line Loans hereunder would exceed the Swing Line Sublimit. (b) If, after giving effect to any reduction of the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Letter of Credit Sublimit or Swing Line Sublimit shall be automatically reduced by the amount of such excess. To the extent there are any FILO Tranches outstanding at the time of any such reduction or termination of the Aggregate Commitments under this Section 2.06, such reduction or termination shall be applied first to the non-FILO Tranche of Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with the Payment Conditions, in which case such reduction or termination may be applied to such FILO Tranche(s). (bc) The Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit, Sublimit or the Aggregate Commitments under this Section 2.06. Upon any reduction of the Aggregate Commitments, the Commitment of each Lender shall be reduced by such Lender’s Applicable Percentage of such reduction amount. IfAll fees (including, as a result of such termination or reductionwithout limitation, (i) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the unused line fees, and Letter of Credit Sublimit, the Borrowers shall contemporaneously with such reduction or termination, Cash Collateralize such excess amount, (iiFees) the Swing Line Loans hereunder would exceed the Swing Line Sublimit, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess, and (iii) the Revolving Loans or the Swing Line Loans hereunder would exceed interest in respect of the Aggregate Commitments or accrued until the Swing Line Sublimit, as applicable, effective date of any termination of the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess. Such reductions Aggregate Commitments shall be applied pro rata to paid on the Aggregate Commitments; provided that, if a FILO Tranche is outstanding, effective date of such reductions may be applied first to such FILO Tranche so long as the Borrowers shall be in pro forma compliance with the Payment Conditionstermination.

Termination or Reduction of Commitments. (a) The Borrowers Borrower may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit Sublimit, or from time to time permanently reduce the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five three Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers Borrower shall not terminate or reduce the (A) Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments. If, after giving effect to any reduction of the Commitments, (B) the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitmentsif, such Letter of Credit Sublimit or Swing Line Sublimit shall be automatically reduced by the amount of such excess. To the extent there are any FILO Tranches outstanding at the time of any such reduction or termination of the Aggregate Commitments under this Section 2.06after giving effect thereto, such reduction or termination shall be applied first to the non-FILO Tranche of Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with the Payment Conditions, in which case such reduction or termination may be applied to such FILO Tranche(s). (b) The Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit, or the Aggregate Commitments under this Section 2.06. Upon any reduction of the Aggregate Commitments, the Commitment of each Lender shall be reduced by such Lender’s Applicable Percentage of such reduction amount. If, as a result of such termination or reduction, (i) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, the Borrowers shall contemporaneously with such reduction or termination, Cash Collateralize such excess amount, (iiC) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans hereunder would exceed the Swing Line Sublimit, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess, and (iiiiv) the Revolving Loans or the Swing Line Loans hereunder would exceed if, after giving effect to any reduction of the Aggregate Commitments Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit, as applicable, exceeds the Borrowers amount of the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit, as applicable, shall contemporaneously with such reduction or termination, pay be automatically reduced by the Agent an amount equal to of such excess. Such reductions The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Pro Rata Share. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination. Any reduction of the Letter of Credit Sublimit shall be applied to reduce the L/C Commitments of the L/C Issuers on a pro rata to basis among them, unless otherwise agreed by the Aggregate Commitments; provided that, if a FILO Tranche is outstanding, such reductions may be applied first to such FILO Tranche so long as the Borrowers shall be in pro forma compliance with the Payment ConditionsBorrower and all L/C Issuers.

Termination or Reduction of Commitments. (a) The Borrowers may, upon irrevocable notice from the Lead Borrower Company to the Administrative Agent, terminate the Aggregate Commitments, the Letter of Credit Sublimit, the Financial Letter of Credit Sublimit or the Swing Line Sublimit Sublimit, or from time to time permanently reduce the Aggregate Commitments, the Letter of Credit Sublimit, the Financial Letter of Credit Sublimit or the Swing Line Sublimit; provided that (ia) any such notice shall be received by the Administrative Agent not later than 11:00 9:00 a.m. five Business Days prior to the date of termination or reduction, (iib) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iiic) the Borrowers shall not terminate or reduce (i) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments. If, (ii) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, (iii) the Financial Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Financial Letter of Credit Sublimit or (iv) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit, and (d) if, after giving effect to any termination or reduction of the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Letter of Credit Sublimit or Swing Line Sublimit sublimit shall be automatically reduced by the amount of such excess. To the extent there are any FILO Tranches outstanding at the time of any such reduction or termination of the Aggregate Commitments under this Section 2.06, such reduction or termination shall be applied first to the non-FILO Tranche of Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with the Payment Conditions, in which case such reduction or termination may be applied to such FILO Tranche(s). (b) The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Letter of Credit Sublimit, Financial Letter of Credit Sublimit, Swing Line Sublimit, Sublimit or the Aggregate Commitments under this Section 2.06Commitments. Upon any Any reduction of the Aggregate Commitments, Commitments shall be applied to the Commitment of each Lender shall be reduced by such Lender’s according to its Applicable Percentage Percentage. All fees accrued until the effective date of such reduction amount. If, as a result any termination of such termination or reduction, (i) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, the Borrowers shall contemporaneously with such reduction or termination, Cash Collateralize such excess amount, (ii) the Swing Line Loans hereunder would exceed the Swing Line Sublimit, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess, and (iii) the Revolving Loans or the Swing Line Loans hereunder would exceed the Aggregate Commitments shall be paid on the effective date of such termination. Any notice of termination or reduction given pursuant to this Section 2.06 may be conditioned upon the Swing Line Sublimitconsummation of other financing, as applicableand may be rescinded or extended for a reasonable period upon written notice to the Administrative Agent if such other financing is not consummated on the anticipated date. (b) On the Amendment No. 3 Effective Date, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess. Such reductions Revolving Credit Commitments shall be applied pro rata permanently reduced to $275,000,000. All fees accrued until the Aggregate Commitments; provided that, if a FILO Tranche is outstanding, such reductions may be applied first to such FILO Tranche so long as the Borrowers Amendment No. 3 Effective Date shall be in pro forma compliance with the Payment Conditionspaid on such date.

Termination or Reduction of Commitments. (a) The Borrowers Company may, upon irrevocable notice from the Lead Borrower to the AgentAdministrative Agent (which notice may state that such notice is conditioned upon the consummation of a transaction which is contemplated to result in termination or reduction of the Aggregate Commitments, in which case such notice may be revoked by the Company (by notice to the Administrative Agent on or prior to the specified termination or reduction date) if such condition is not satisfied), terminate the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Commitments; provided, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (ia) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five three (3) Business Days prior to the date of termination or reduction, (iib) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iiic) the Borrowers Company shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings Outstanding Amount of Revolving Loans, Bid Loans, Swing Line Loans and L/C Obligations would exceed the Aggregate Commitments. IfCommitments and (d) if, after giving effect to any reduction of the Aggregate Commitments, the Alternative Currency Sublimit, the Bid Loan Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Letter of Credit Sublimit or Swing Line Sublimit shall be automatically reduced by the amount of such excess. To the extent there are any FILO Tranches outstanding at the time of any such reduction or termination of the Aggregate Commitments under this Section 2.06, such reduction or termination shall be applied first to the non-FILO Tranche of Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with the Payment Conditions, in which case such reduction or termination may be applied to such FILO Tranche(s). (b) The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. The amount of any such Aggregate Commitment reduction shall be applied to the U.S. Dollar Sublimit, Alternative Currency Sublimit, any other Applicable Sublimit and each of the Letter of Credit Sublimit, Swing Line Sublimit, or Sublimits as specified by the Aggregate Commitments under this Section 2.06Company. Upon any Any reduction of the Aggregate Commitments, Commitments shall be applied to the Commitment of each Revolving Loan Lender shall be reduced by such Lender’s according to its Applicable Percentage Percentage. All fees accrued until the effective date of such reduction amount. If, as a result any termination of such termination or reduction, (i) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, the Borrowers shall contemporaneously with such reduction or termination, Cash Collateralize such excess amount, (ii) the Swing Line Loans hereunder would exceed the Swing Line Sublimit, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess, and (iii) the Revolving Loans or the Swing Line Loans hereunder would exceed the Aggregate Commitments or the Swing Line Sublimit, as applicable, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess. Such reductions shall be applied pro rata to paid on the Aggregate Commitments; provided that, if a FILO Tranche is outstanding, effective date of such reductions may be applied first to such FILO Tranche so long as the Borrowers shall be in pro forma compliance with the Payment Conditionstermination.

Termination or Reduction of Commitments. (a) The Borrowers Borrower may, upon irrevocable notice from the Lead Borrower to the AgentAgent (except as set forth below), terminate the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce in part the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Agent not later than 11:00 a.m. 1:00 p.m. five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 1,000,000 or any whole multiple of $1,000,000 100,000 in excess thereof, thereof and (iii) the Borrowers Borrower shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations (other than L/C Borrowings) not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, and (C) the Swing Line Sublimit if, after giving effect thereto, and to any concurrent payments hereunder, the Outstanding Amount of Swing Line Loans made to the Borrower hereunder would exceed the Swing Line Sublimit. Notwithstanding anything to the contrary contained herein, the Borrower may rescind any notice of reduction or termination of the Commitments provided pursuant to this Section 2.06(a), if such notice states that such termination or reduction is conditioned upon the effectiveness of an Amendment or Refinancing of all part of the Committed Loans hereunder or from the proceeds of an asset sale or an Equity Issuance, which Amendment or Refinancing, asset sale or Equity Issuance shall not have been consummated or shall otherwise have been delayed. (b) If, after giving effect to any reduction of the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Letter of Credit Sublimit or Swing Line Sublimit shall be automatically reduced by the amount of such excess. To the extent there are any FILO Tranches outstanding at the time of any such reduction or termination of the Aggregate Commitments under this Section 2.06, such reduction or termination shall be applied first to the non-FILO Tranche of Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with the Payment Conditions, in which case such reduction or termination may be applied to such FILO Tranche(s). (bc) The Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit, or the Aggregate Commitments under made pursuant to this Section 2.06. Upon any reduction of the Aggregate Commitments, the Commitment of each Lender shall be reduced by such Lender’s Applicable Percentage of such reduction amount. IfAll fees (including, as a result of such termination or reductionwithout limitation, (i) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Commitment Fees and Letter of Credit Sublimit, the Borrowers shall contemporaneously with such reduction or termination, Cash Collateralize such excess amount, (iiFees) the Swing Line Loans hereunder would exceed the Swing Line Sublimit, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess, and (iii) the Revolving Loans or the Swing Line Loans hereunder would exceed interest in respect of the Aggregate Commitments or accrued until the Swing Line Sublimit, as applicable, effective date of any termination of the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess. Such reductions Aggregate Commitments shall be applied pro rata to paid on the Aggregate Commitments; provided that, if a FILO Tranche is outstanding, effective date of such reductions may be applied first to such FILO Tranche so long as the Borrowers shall be in pro forma compliance with the Payment Conditionstermination.

Termination or Reduction of Commitments. (a) The Borrowers Company may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate (USD/MC) Commitments or the Aggregate (MXN) Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Commitments, the Letter of Credit Sublimit (USD/MC) Commitments or the Swing Line SublimitAggregate (MXN) Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. Noon five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers Company shall not terminate or reduce (A) the Aggregate (USD/MC) Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total (USD/MC) Outstandings would exceed the Aggregate (USD/MC) Commitments or (B) the Aggregate (MXN) Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total (MXN) Outstandings would exceed the Aggregate (MXN) Commitments. If, (iv) if, after giving effect to any reduction of the Aggregate (USD/MC) Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate (USD/MC) Commitments, such Letter Sublimit shall be automatically reduced by the amount of Credit such excess and (v) if, after giving effect to any reduction of the Aggregate Commitments, the Alternative Currency Sublimit or Swing Line exceeds the amount of the Aggregate Commitments, such Sublimit shall be automatically reduced by the amount of such excess. To the extent there are any FILO Tranches outstanding at the time of any such reduction or termination of the Aggregate Commitments under this Section 2.06, such reduction or termination shall be applied first to the non-FILO Tranche of Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with the Payment Conditions, in which case such reduction or termination may be applied to such FILO Tranche(s). (b) The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate (USD/MC) Commitments or Aggregate (MXN) Commitments. The amount of any such Aggregate (USD/MC) Commitment reduction or Aggregate (MXN) Commitment reduction shall not be applied to the Alternative Currency Sublimit unless otherwise specified by the Company. The amount of any such Aggregate (USD/MC) Commitment reduction shall not be applied to the Letter of Credit Sublimit, Swing Line Sublimit, or Sublimit unless otherwise specified by the Aggregate Commitments under this Section 2.06Company. Upon any Any reduction of the Aggregate Commitments, (USD/MC) Commitments shall be applied to the USD/MC Commitment of each Lender shall be reduced by such Lender’s according to its Applicable Percentage (USD/MC) Percentage. Any reduction of such reduction amount. If, as a result of such termination or reduction, (i) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, the Borrowers shall contemporaneously with such reduction or termination, Cash Collateralize such excess amount, (ii) the Swing Line Loans hereunder would exceed the Swing Line Sublimit, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess, and (iii) the Revolving Loans or the Swing Line Loans hereunder would exceed the Aggregate (MXN) Commitments or the Swing Line Sublimit, as applicable, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess. Such reductions shall be applied to the MXN Commitment of each Lender according to its Applicable (MXN) Percentage. All fees accrued until the effective date of any termination of the Aggregate (USD/MC) Commitments or Aggregate (MXN) Commitments, as the case may be, shall be paid on the effective date of such termination. (b) The Aggregate (USD/MC) Commitments shall automatically be reduced, on a pro rata to basis among the Aggregate Commitmentsapplicable Lenders, by $100,000,000 immediately following the effectiveness of the Closing Date and as of the first day of each Seasonal Decrease Period; provided that, if a FILO Tranche is outstandingthe Company may elect, in its sole discretion, to maintain the Aggregate (USD/MC) Commitments during any Seasonal Decrease Period at the same level as in effect during the then current Seasonal Increase Period by giving the Administrative Agent notice of the same not later than the 10th Business Day preceding the first day of such reductions may be applied first to such FILO Tranche so long as Seasonal Decrease Period (the Borrowers “Seasonal Commitment Notice”). The Aggregate (USD/MC) Commitments shall be in automatically increased, on a pro forma compliance with rata basis among the Payment ConditionsLenders, by $100,000,000 as of the first day of each Seasonal Increase Period following a Seasonal Decrease Period for which a Seasonal Commitment Notice was not provided.

Termination or Reduction of Commitments. (a) The Borrowers may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of any such termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, and (C) the Swing Line Sublimit if, after giving effect thereto, and to any concurrent payments hereunder, the Outstanding Amount of Swing Line Loans hereunder would exceed the Swing Line Sublimit. Notwithstanding anything to the contrary contained herein, the Borrowers may rescind any notice of termination or reduction provided pursuant to this Section 2.06(a) if such termination or reduction would have resulted from a refinancing of all of the Loans hereunder, which refinancing shall not have been consummated or shall otherwise have been delayed. (b) If, after giving effect to any reduction of the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Letter of Credit Sublimit or Swing Line Sublimit shall be automatically reduced by the amount of such excess. To the extent there are any FILO Tranches outstanding at the time of any such reduction or termination of the Aggregate Commitments under this Section 2.06, such reduction or termination shall be applied first to the non-FILO Tranche of Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with the Payment Conditions, in which case such reduction or termination may be applied to such FILO Tranche(s). (bc) The Administrative Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit, Sublimit or the Aggregate Commitments under this Section 2.06. Upon any reduction of the Aggregate Commitments, the Commitment of each Lender shall be reduced by such Lender’s Applicable Percentage of such reduction amount. IfAll fees (including, as a result of such termination or reductionwithout limitation, (i) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Commitment Fees, and Letter of Credit Sublimit, the Borrowers shall contemporaneously with such reduction or termination, Cash Collateralize such excess amount, (iiFees) the Swing Line Loans hereunder would exceed the Swing Line Sublimit, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess, and (iii) the Revolving Loans or the Swing Line Loans hereunder would exceed interest in respect of the Aggregate Commitments or accrued until the Swing Line Sublimit, as applicable, effective date of any termination of the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess. Such reductions Aggregate Commitments shall be applied pro rata to paid on the Aggregate Commitments; provided that, if a FILO Tranche is outstanding, effective date of such reductions may be applied first to such FILO Tranche so long as the Borrowers shall be in pro forma compliance with the Payment Conditionstermination.

Termination or Reduction of Commitments. (a) The Borrowers may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Revolver Commitments or the Aggregate WC Commitments, as the Letter of Credit Sublimit or the Swing Line Sublimit case may be, or from time to time permanently reduce the Aggregate Revolver Commitments or the Aggregate WC Commitments, as the Letter of Credit Sublimit or the Swing Line Sublimitcase may be; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers shall not terminate or reduce the Aggregate Revolver Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolver Outstandings (other than Revolver L/C Obligations which are Cash Collateralized pursuant to Section 2.14 hereof) would exceed the Aggregate Revolver Commitments. If, (iv) the Borrowers shall not terminate or reduce the Aggregate WC Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total WC Outstandings (other than WC L/C Obligations which are Cash Collateralized pursuant to Section 2.14 hereof) would exceed the Aggregate WC Commitments and (v) if, after giving effect to any reduction of the Aggregate Revolver Commitments or the Aggregate WC Commitments, as applicable, the Alternative Currency Sublimit, the Revolver Letter of Credit Sublimit Sublimit, or the Swing Line Sublimit exceeds the amount of the Aggregate Revolver Commitments or the Aggregate WC Commitments, as applicable, such Letter of Credit Sublimit or Swing Line Sublimit shall be automatically reduced by the amount of such excess. To the extent there are any FILO Tranches outstanding at the time of any such reduction or termination of the Aggregate Commitments under this Section 2.06, such reduction or termination shall be applied first to the non-FILO Tranche of Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with the Payment Conditions, in which case such reduction or termination may be applied to such FILO Tranche(s). (b) The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Revolver Commitments or Aggregate WC Commitments, as the case may be. The amount of any such Aggregate Revolver Commitment or Aggregate WC Commitment, as the case may be, reduction shall not be applied to the Alternative Currency Sublimit or the Revolver Letter of Credit Sublimit, Swing Line Sublimit, or Sublimit unless otherwise specified by the Aggregate Commitments under this Section 2.06Borrowers. Upon any Any reduction of the Aggregate Commitments, the Commitment of each Lender shall be reduced by such Lender’s Applicable Percentage of such reduction amount. If, as a result of such termination or reduction, (i) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, the Borrowers shall contemporaneously with such reduction or termination, Cash Collateralize such excess amount, (ii) the Swing Line Loans hereunder would exceed the Swing Line Sublimit, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess, and (iii) the Revolving Loans or the Swing Line Loans hereunder would exceed the Aggregate Revolver Commitments or the Swing Line SublimitAggregate WC Commitments, as applicable, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess. Such reductions shall be applied pro rata to the WC Commitment or Revolver Commitment of each Lender, as applicable, according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Revolver Commitments or Aggregate WC Commitments; provided that, if a FILO Tranche is outstanding, such reductions may be applied first to such FILO Tranche so long as the Borrowers case may be, shall be in pro forma compliance with paid on the Payment Conditionseffective date of such termination.

Termination or Reduction of Commitments. (a) The Borrowers Borrower may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate CommitmentsRevolving Credit Facility, the Letter of Credit Sublimit or the Swing Line Sublimit Sublimit, or from time to time permanently reduce the Aggregate CommitmentsRevolving Credit Facility, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrowers Borrower shall not terminate or reduce (A) the Aggregate Commitments Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments. IfRevolving Credit Facility, after giving effect to any reduction of the Commitments, (B) the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitmentsif, such Letter of Credit Sublimit or Swing Line Sublimit shall be automatically reduced by the amount of such excess. To the extent there are any FILO Tranches outstanding at the time of any such reduction or termination of the Aggregate Commitments under this Section 2.06after giving effect thereto, such reduction or termination shall be applied first to the non-FILO Tranche of Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with the Payment Conditions, in which case such reduction or termination may be applied to such FILO Tranche(s). (b) The Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit, or the Aggregate Commitments under this Section 2.06. Upon any reduction of the Aggregate Commitments, the Commitment of each Lender shall be reduced by such Lender’s Applicable Percentage of such reduction amount. If, as a result of such termination or reduction, (i) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, the Borrowers shall contemporaneously with such reduction or termination, Cash Collateralize such excess amount, (iiC) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans hereunder would exceed the Letter of Credit Sublimit. The Administrative Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swing Line SublimitSublimit or the Commitment under this Section 2.06(a). Upon any reduction of the Commitments, the Borrowers Commitment of each Lender shall contemporaneously with be reduced by such Lender's Applicable Percentage of such reduction or termination, pay the Agent an amount equal to such excess, and (iii) amount. All fees in respect of the Revolving Loans or Credit Facility accrued until the Swing Line Loans hereunder would exceed effective date of any termination of the Aggregate Commitments or Revolving Credit Facility shall be paid on the Swing Line Sublimit, as applicableeffective date of such termination. (b) On the Maturity Date, the Borrowers Commitments shall contemporaneously with automatically terminate in full. All fees in respect of the Revolving Credit Facility accrued until such reduction or termination, pay the Agent an amount equal to such excess. Such reductions Maturity Date shall be applied pro rata paid on such Maturity Date to the Aggregate Commitments; provided that, if a FILO Tranche is outstanding, such reductions may be applied first to such FILO Tranche so long as the Borrowers shall be in pro forma compliance with the Payment Conditionsall Lenders.

Termination or Reduction of Commitments. (a) The Borrowers Borrower may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit Sublimit, or from time to time permanently reduce the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five three Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 25,000,000 or any whole multiple of $1,000,000 in excess thereof, thereof and (iii) the Borrowers Borrower shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, (x) the Total Outstandings would exceed the Aggregate Commitments. IfCommitments or (y) during the Senior Notes Preference Period, after giving effect to any reduction of the CommitmentsTotal Outstandings would exceed the Senior Notes Preference Period Threshold, (B) the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitmentsif, such Letter of Credit Sublimit or Swing Line Sublimit shall be automatically reduced by the amount of such excess. To the extent there are any FILO Tranches outstanding at the time of any such reduction or termination of the Aggregate Commitments under this Section 2.06after giving effect thereto, such reduction or termination shall be applied first to the non-FILO Tranche of Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with the Payment Conditions, in which case such reduction or termination may be applied to such FILO Tranche(s). (b) The Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit, or the Aggregate Commitments under this Section 2.06. Upon any reduction of the Aggregate Commitments, the Commitment of each Lender shall be reduced by such Lender’s Applicable Percentage of such reduction amount. If, as a result of such termination or reduction, (i) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, the Borrowers shall contemporaneously with such reduction or termination, Cash Collateralize such excess amount, (iiC) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans hereunder would exceed the Swing Line Letter of Credit Sublimit; provided further that any notice to reduce or terminate the Aggregate Commitments may be contingent upon the consummation of the refinancing of this Agreement or other transaction, and may be revoked if such refinancing or transaction is not consummated, and if so revoked, the Borrowers Aggregate Commitments shall contemporaneously with not be so reduced or terminated as requested in such notice. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction or termination, pay of the Agent an Aggregate Commitments. The amount equal of any such Aggregate Commitment reduction shall not be applied to such excess, and (iii) the Revolving Loans or the Swing Line Loans hereunder would exceed the Aggregate Commitments Sublimit or the Swing Line Sublimit, as applicable, Letter of Credit Sublimit unless otherwise specified by the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess. Such reductions shall be applied pro rata to the Aggregate Commitments; provided that, if a FILO Tranche is outstanding, such reductions may be applied first to such FILO Tranche so long as the Borrowers shall be in pro forma compliance with the Payment ConditionsBorrower.

Termination or Reduction of Commitments. (a) The Borrowers may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Commitments, the Financial Letter of Credit Sublimit or the Swing Line Sublimit Sublimit, or from time to time permanently reduce the Aggregate Commitments, the Financial Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five three (3) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof or, if less, the entire amount thereof, and (iii) the Borrowers shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments. If, (B) the Financial Letter of Credit Sublimit if, after giving effect to any reduction of the Commitmentsthereto, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Letter of Credit Sublimit or Swing Line Sublimit shall be automatically reduced by the amount of such excess. To the extent there are any FILO Tranches outstanding at the time of any such reduction or termination of the Aggregate Commitments under this Section 2.06, such reduction or termination shall be applied first to the non-FILO Tranche of Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with the Payment Conditions, in which case such reduction or termination may be applied to such FILO Tranche(s). (b) The Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit, or the Aggregate Commitments under this Section 2.06. Upon any reduction of the Aggregate Commitments, the Commitment of each Lender shall be reduced by such Lender’s Applicable Percentage of such reduction amount. If, as a result of such termination or reduction, (i) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Financial Letter of Credit Sublimit, the Borrowers shall contemporaneously with such reduction or termination, Cash Collateralize such excess amount, (iiC) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans hereunder would exceed the Swing Line Sublimit. If after giving effect to any reduction or termination of Aggregate Commitments under this Section 2.06, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess, and (iii) the Revolving Loans Financial Letter of Credit Sublimit or the Swing Line Loans hereunder would exceed Sublimit exceeds the Aggregate Commitments at such time, the Financial Letter of Credit Sublimit or the Swing Line Sublimit, as applicablethe case may be, shall be automatically reduced by the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to of such excess. Such reductions The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Financial Letter of Credit Sublimit, Swing Line Sublimit or Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied pro rata to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments; provided that, if a FILO Tranche is outstanding, such reductions may be applied first to such FILO Tranche so long as the Borrowers Commitments shall be in pro forma compliance with paid on the Payment Conditionseffective date of such termination.

Termination or Reduction of Commitments. (a) The Borrowers mayshall have the right, upon irrevocable not less than five Business Days' written notice from the Lead Borrower to the Administrative Agent, to terminate the Aggregate CommitmentsCommitments or, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently time, to reduce the Aggregate Commitmentsamount thereof; provided, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any no such notice shall be received by the Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers shall not terminate or reduce the Aggregate Commitments permitted if, after giving effect thereto and to any concurrent prepayments hereunderof the Loans made on the effective date thereof, the Total Outstandings then outstanding principal amount of the Loans would exceed the Aggregate amount of the Commitments then in effect. Any such reduction shall be in an amount of $10,000,000, or a whole multiple of $5,000,000 in excess thereof, and shall reduce permanently the amount of such Commitments then in effect. (b) Unless an Event of Default has occurred and is continuing, the Borrowers shall have the right, in their sole discretion, to terminate the Commitment of any Lender by giving the Administrative Agent and such Lender a written notice setting forth its election and a termination date (the "Early Commitment Termination Date"), which date shall not be earlier than 30 days after the date on which such notice has been given, except as otherwise provided in subsections 2.14(c), 2.15 and 2.16(f). On the Early Commitment Termination Date, such ▇▇▇▇▇▇'s Commitment shall terminate and the Borrowers shall (i) prepay all of such ▇▇▇▇▇▇'s outstanding Loans together with interest thereon accrued to such Early Commitment Termination Date and any amounts payable pursuant to subsection 2.17, (ii) pay all Commitment Fees accrued to such Early Commitment Termination Date with respect to such Lender's Commitment and (iii) pay all amounts then owing to such Lender pursuant to subsections 2.14, 2.16, 2.17 and 9.5 for which demand has been made to the Borrowers prior to such Early Commitment Termination Date. Upon termination of such ▇▇▇▇▇▇'s Commitment in accordance with this subsection 2.5(b), such Lender shall cease to be a party hereto subject to the provisions of subsection 8.7. (c) In the event that the Borrowers elect to terminate the Commitment of any Lender pursuant to subsection 2.5(b), the Borrowers shall have the right, in their sole discretion, upon notice to the Administrative Agent, to request one or more Lenders or Purchasing Lenders, or to seek another lender, to acquire, pursuant to subsection 9.6(c), such terminated Commitment and all amounts owing to such Lender in respect of its Loans hereunder; provided, however, that if such terminated Commitments are in the aggregate greater than 15% of the then aggregate Commitments. If, the Borrowers will replace such terminated Lender or Lenders with one or more replacement lenders (which may be a Lender or Lenders) which will acquire on the date of such termination, pursuant to subsection 9.6(c), an amount of such terminated Commitment or Commitments, as applicable, which will result in the then aggregate Commitments, after giving effect to any reduction such acquisition, being at least 85% of the Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount aggregate Commitments as of the Aggregate Commitments, such Letter of Credit Sublimit or Swing Line Sublimit shall be automatically reduced by Closing Date (as the amount of such excess. To the extent there are any FILO Tranches outstanding at the time of any such reduction or termination of the Aggregate Commitments under this Section 2.06, such reduction or termination shall be applied first to the non-FILO Tranche of Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with the Payment Conditions, in which case such reduction or termination same may be applied reduced pursuant to such FILO Tranche(ssubsection 2.5(a), but excluding any reductions pursuant to subsection 2.5(b)). (b) The Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit, or the Aggregate Commitments under this Section 2.06. Upon any reduction of the Aggregate Commitments, the Commitment of each Lender shall be reduced by such Lender’s Applicable Percentage of such reduction amount. If, as a result of such termination or reduction, (i) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, the Borrowers shall contemporaneously with such reduction or termination, Cash Collateralize such excess amount, (ii) the Swing Line Loans hereunder would exceed the Swing Line Sublimit, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess, and (iii) the Revolving Loans or the Swing Line Loans hereunder would exceed the Aggregate Commitments or the Swing Line Sublimit, as applicable, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess. Such reductions shall be applied pro rata to the Aggregate Commitments; provided that, if a FILO Tranche is outstanding, such reductions may be applied first to such FILO Tranche so long as the Borrowers shall be in pro forma compliance with the Payment Conditions.

Termination or Reduction of Commitments. (a) The Borrowers may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five three (3) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments. , (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of LC Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, and (C) the Swing Line Sublimit if, after giving effect thereto, and to any concurrent payments hereunder, the Outstanding Amount of Swing Line Loans hereunder would exceed the Swing Line Sublimit. (b) If, after giving effect to any reduction of the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Letter of Credit Sublimit or Swing Line Sublimit shall be automatically reduced by the amount of such excess. To the extent there are any FILO Tranches outstanding at the time of any such reduction or termination of the Aggregate Commitments under this Section 2.06, such reduction or termination shall be applied first to the non-FILO Tranche of Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with the Payment Conditions, in which case such reduction or termination may be applied to such FILO Tranche(s). (bc) The Administrative Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit, Sublimit or the Aggregate Commitments under this Section 2.06. Upon any reduction of the Aggregate Commitments, the Commitment of each Lender shall be reduced by such Lender’s Applicable Percentage of such reduction amount. IfAll fees (including, as a result of such termination or reductionwithout limitation, (i) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the commitment fees and Letter of Credit Sublimit, the Borrowers shall contemporaneously with such reduction or termination, Cash Collateralize such excess amount, (iiFees) the Swing Line Loans hereunder would exceed the Swing Line Sublimit, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess, and (iii) the Revolving Loans or the Swing Line Loans hereunder would exceed interest in respect of the Aggregate Commitments or accrued until the Swing Line Sublimit, as applicable, effective date of any termination of the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess. Such reductions Aggregate Commitments shall be applied pro rata to paid on the Aggregate Commitments; provided that, if a FILO Tranche is outstanding, effective date of such reductions may be applied first to such FILO Tranche so long as the Borrowers shall be in pro forma compliance with the Payment Conditionstermination.

Termination or Reduction of Commitments. (a) The Borrowers may, upon irrevocable notice from the Lead Borrower to the Agent, terminate the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, and (C) the Swing Line Sublimit if, after giving effect thereto, and to any concurrent payments hereunder, the Outstanding Amount of Swing Line Loans hereunder would exceed the Swing Line Sublimit. Notwithstanding the foregoing, if any termination of the Aggregate Commitments or the Letter of Credit Sublimit is to be consummated in connection with the closing of another transaction and any required prepayment is anticipated to be made with the proceeds received by the Borrowers from the closing of such other transaction, then the Borrowers may make such termination and prepayment contingent on the closing of such other transaction. (b) If, after giving effect to any reduction of the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Letter of Credit Sublimit or Swing Line Sublimit shall be automatically reduced by the amount of such excess. To the extent there are any FILO Tranches outstanding at the time of any such reduction or termination of the Aggregate Commitments under this Section 2.06, such reduction or termination shall be applied first to the non-FILO Tranche of Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with the Payment Conditions, in which case such reduction or termination may be applied to such FILO Tranche(s). (bc) The Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit, Sublimit or the Aggregate Commitments under this Section 2.06. Upon any reduction of the Aggregate Commitments, the Commitment of each Lender shall be reduced by such Lender’s Applicable Percentage of such reduction amount. IfAll fees (including, as a result of such termination or reductionwithout limitation, (i) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the commitment fees, Early Termination Fees, and Letter of Credit SublimitFees) and interest in respect of the Aggregate Commitments accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination. (d) In connection with any reduction in the Aggregate Commitments prior to the Maturity Date, the if any Loan Party or any of its Subsidiaries owns any Margin Stock, Borrowers shall contemporaneously with such reduction or termination, Cash Collateralize such excess amount, (ii) the Swing Line Loans hereunder would exceed the Swing Line Sublimit, the Borrowers shall contemporaneously with such reduction or termination, pay deliver to the Agent an amount equal to such excessupdated Form U-1 (with sufficient additional originals thereof for each Lender), duly executed and (iii) delivered by the Revolving Loans or the Swing Line Loans hereunder would exceed the Aggregate Commitments or the Swing Line SublimitBorrowers, as applicable, the Borrowers shall contemporaneously together with such reduction or termination, pay other documentation as the Agent an amount equal shall reasonably request, in order to such excess. Such reductions shall be applied pro rata enable the Agent and the Lenders to comply with any of the Aggregate Commitments; provided thatrequirements under Regulations T, if a FILO Tranche is outstanding, such reductions may be applied first to such FILO Tranche so long as U or X of the Borrowers shall be in pro forma compliance with the Payment ConditionsFRB.

Termination or Reduction of Commitments. (a) The Borrowers Company may, upon irrevocable notice from given by the Lead Borrower Borrowing Agent to the Administrative Agent, terminate the Aggregate Commitments, the Letter of Credit Alternative Currency Loan Sublimit, the Alternative Currency L/C Sublimit or the Swing Line Sublimit Sublimit, or from time to time permanently reduce the Aggregate Commitments, the Letter of Credit Alternative Currency Loan Sublimit, the Alternative Currency L/C Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five two Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 1,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers Borrowing Agent shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments. If, (B) the Alternative Currency Loan Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Loans denominated in Alternative Currencies would exceed the Alternative Currency Loan Sublimit, (C) the Alternative Currency L/C Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations with respect to Letters of Credit denominated in Alternative Currencies not fully Cash Collateralized hereunder would exceed the Alternative Currency L/C Sublimit, or (D) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit and (iv) if, after giving effect to any reduction or termination of the Aggregate Commitments, the Letter of Credit Alternative Currency Loan Sublimit, the Alternative Currency L/C Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Letter of Credit Sublimit or Swing Line Sublimit shall be automatically reduced by the amount of such excess. To the extent there are any FILO Tranches outstanding at the time of any such reduction or termination of the Aggregate Commitments under this Section 2.06, such reduction or termination shall be applied first to the non-FILO Tranche of Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with the Payment Conditions, in which case such reduction or termination may be applied to such FILO Tranche(s). (b) The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit, or the Aggregate Commitments under this Section 2.06. Upon any reduction of the Aggregate Commitments, the Commitment of each Lender shall be reduced by such Lender’s Applicable Percentage of such reduction amount. IfAlternative Currency Loan Sublimit, as a result of such termination or reduction, (i) the Outstanding Amount of Alternative Currency L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, the Borrowers shall contemporaneously with such reduction or termination, Cash Collateralize such excess amount, (ii) the Swing Line Loans hereunder would exceed the Swing Line Sublimit, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess, and (iii) the Revolving Loans or the Swing Line Loans hereunder would exceed the Aggregate Commitments Sublimit or the Swing Line Sublimit, as applicable. The amount of any such Aggregate Commitment reduction shall not be applied to the Alternative Currency Loan Sublimit, the Borrowers shall contemporaneously with such Alternative Currency L/C Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrowing Agent. Any reduction or termination, pay of the Agent an amount equal to such excess. Such reductions Aggregate Commitments shall be applied pro rata to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments; provided that, if a FILO Tranche is outstanding, such reductions may be applied first to such FILO Tranche so long as the Borrowers Commitments shall be in pro forma compliance with paid on the Payment Conditionseffective date of such termination.

Termination or Reduction of Commitments. (a) The Borrowers may, upon irrevocable notice from the Lead Administrative Borrower to the Administrative Agent, terminate the Aggregate Revolving Loan Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Revolving Loan Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. 12:00 p.m. five (5) Business Days prior to the date of termination or reductionreduction (provided that a notice of termination of the Aggregate Revolving Loan Commitments may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or condition, in which case such notice may be revoked by the Administrative Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied), (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers shall not terminate or reduce the Aggregate Revolving Loan Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Aggregate Revolving Loan Commitments. If, and (iv) if, after giving effect to any reduction of the Revolving Loan Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate CommitmentsRevolving Loan Commitment, such the Letter of Credit Sublimit or and/or the Swing Line Sublimit Sublimit, as applicable, shall be automatically reduced by the amount of such excess. To the extent there are any FILO Tranches outstanding at the time of any such reduction or termination of the Aggregate Commitments under this Section 2.06, such reduction or termination shall be applied first to the non-FILO Tranche of Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with the Payment Conditions, in which case such reduction or termination may be applied to such FILO Tranche(s). (b) The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit, or the Aggregate Commitments under this Section 2.06Revolving Loan Commitments. Upon any Any reduction of the Aggregate Commitments, Revolving Loan Commitments shall be applied to the Revolving Loan Commitment of each Lender Revolving Lender, as the case may be, according to its Applicable Percentage thereof. All commitment fees accrued until the effective date of any termination of the Aggregate Revolving Loan Commitments shall be reduced by such Lender’s Applicable Percentage paid on the effective date of such reduction amount. If, as a result of such termination or reduction, (i) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, the Borrowers shall contemporaneously with such reduction or termination, Cash Collateralize such excess amount, (ii) the Swing Line Loans hereunder would exceed the Swing Line Sublimit, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess, and (iii) the Revolving Loans or the Swing Line Loans hereunder would exceed the Aggregate Commitments or the Swing Line Sublimit, as applicable, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess. Such reductions shall be applied pro rata to the Aggregate Commitments; provided that, if a FILO Tranche is outstanding, such reductions may be applied first to such FILO Tranche so long as the Borrowers shall be in pro forma compliance with the Payment Conditions.

Termination or Reduction of Commitments. (a) The Borrowers mayshall have the right, upon irrevocable not less than five Business Days’ written notice from the Lead Borrower to the Administrative Agent, to terminate the Aggregate CommitmentsCommitments or, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently time, to reduce the Aggregate Commitmentsamount thereof; provided, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any no such notice shall be received by the Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers shall not terminate or reduce the Aggregate Commitments permitted if, after giving effect thereto and to any concurrent prepayments hereunderof the Loans made on the effective date thereof, the Total Outstandings then outstanding principal amount of the Loans would exceed the Aggregate amount of the Commitments then in effect. Any such reduction shall be in an amount of $10,000,000, or a whole multiple of $5,000,000 in excess thereof, and shall reduce permanently the amount of such Commitments then in effect. (b) Unless an Event of Default has occurred and is continuing, the Borrowers shall have the right, in their sole discretion, to terminate the Commitment of any Lender by giving the Administrative Agent and such Lender a written notice setting forth its election and a termination date (the “Early Commitment Termination Date”), which date shall not be earlier than 30 days after the date on which such notice has been given, except as otherwise provided in subsections 2.14(c), 2.15 and 2.16(f). On the Early Commitment Termination Date, such Lender’s Commitment shall terminate and the Borrowers shall (i) prepay all of such Lender’s outstanding Loans together with interest thereon accrued to such Early Commitment Termination Date and any amounts payable pursuant to subsection 2.17, (ii) pay all Commitment Fees accrued to such Early Commitment Termination Date with respect to such Lender’s Commitment and (iii) pay all amounts then owing to such Lender pursuant to subsections 2.14, 2.16, 2.17 and 9.5 for which demand has been made to the Borrowers prior to such Early Commitment Termination Date. Upon termination of such Lender’s Commitment in accordance with this subsection 2.5(b), such Lender shall cease to be a party hereto subject to the provisions of subsection 8.7. (c) In the event that the Borrowers elect to terminate the Commitment of any Lender pursuant to subsection 2.5(b), the Borrowers shall have the right, in their sole discretion, upon notice to the Administrative Agent, to request one or more Lenders or Purchasing Lenders, or to seek another lender, to acquire, pursuant to subsection 9.6(c), such terminated Commitment and all amounts owing to such Lender in respect of its Loans hereunder; provided, however, that if such terminated Commitments are in the aggregate greater than 15% of the then aggregate Commitments. If, the Borrowers will replace such terminated Lender or Lenders with one or more replacement lenders (which may be a Lender or Lenders) which will acquire on the date of such termination, pursuant to subsection 9.6(c), an amount of such terminated Commitment or Commitments, as applicable, which will result in the then aggregate Commitments, after giving effect to any reduction such acquisition, being at least 85% of the Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount aggregate Commitments as of the Aggregate Commitments, such Letter of Credit Sublimit or Swing Line Sublimit shall be automatically reduced by Closing Date (as the amount of such excess. To the extent there are any FILO Tranches outstanding at the time of any such reduction or termination of the Aggregate Commitments under this Section 2.06, such reduction or termination shall be applied first to the non-FILO Tranche of Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with the Payment Conditions, in which case such reduction or termination same may be applied reduced pursuant to such FILO Tranche(ssubsection 2.5(a), but excluding any reductions pursuant to subsection 2.5(b)). (b) The Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit, or the Aggregate Commitments under this Section 2.06. Upon any reduction of the Aggregate Commitments, the Commitment of each Lender shall be reduced by such Lender’s Applicable Percentage of such reduction amount. If, as a result of such termination or reduction, (i) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, the Borrowers shall contemporaneously with such reduction or termination, Cash Collateralize such excess amount, (ii) the Swing Line Loans hereunder would exceed the Swing Line Sublimit, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess, and (iii) the Revolving Loans or the Swing Line Loans hereunder would exceed the Aggregate Commitments or the Swing Line Sublimit, as applicable, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess. Such reductions shall be applied pro rata to the Aggregate Commitments; provided that, if a FILO Tranche is outstanding, such reductions may be applied first to such FILO Tranche so long as the Borrowers shall be in pro forma compliance with the Payment Conditions.

Termination or Reduction of Commitments. (a) The Domestic Borrowers may, upon irrevocable notice from the Lead Borrower Parent to the AgentAdministrative Agent (except as set forth below), terminate the Aggregate Domestic Total Commitments, the Domestic Letter of Credit Sublimit or the Domestic Swing Line Sublimit or from time to time permanently reduce in part the Aggregate Domestic Total Commitments, the Domestic Letter of Credit Sublimit or the Domestic Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five three (3) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, thereof and (iii) the Domestic Borrowers shall not reduce (A) the Domestic Total Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Domestic Total Outstandings would exceed the Domestic Total Commitments, (B) the Domestic Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of Domestic L/C Obligations (other than Domestic L/C Borrowings) not fully Cash Collateralized hereunder would exceed the Domestic Letter of Credit Sublimit, and (C) the Domestic Swing Line Sublimit if, after giving effect thereto, and to any concurrent payments hereunder, the Outstanding Amount of Swing Line Loans made to the Domestic Borrowers hereunder would exceed the Domestic Swing Line Sublimit. Notwithstanding anything to the contrary contained herein, the Domestic Borrowers may rescind any notice of reduction or termination of the Domestic Commitments provided pursuant to this Section 2.06(a), if such termination or reduction was to have been made with the proceeds of a refinancing of all part of the Committed Loans hereunder or from the proceeds of an asset sale, which refinancing or asset sale shall not have been consummated or shall otherwise have been delayed. (b) The Canadian Borrower may, upon irrevocable notice from the Canadian Borrower to the Canadian Agent (except as set forth below), terminate the Canadian Total Commitments, the Canadian Letter of Credit Sublimit or the Canadian Swing Line Sublimit or from time to time permanently reduce in part the Aggregate Canadian Total Commitments, the Canadian Letter of Credit Sublimit or the Canadian Swing Line Sublimit; provided that (i) any such notice shall be received by the Canadian Agent not later than 11:00 a.m. (Toronto time) three (3) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $2,000,000 or any whole multiple of $1,000,000 in excess thereof and (iii) the Canadian Borrower shall not reduce (A) the Canadian Total Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Canadian Outstandings would exceed the Aggregate Canadian Total Commitments, (B) the Canadian Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of Canadian L/C Obligations (other than Canadian L/C Borrowings) not fully Cash Collateralized hereunder would exceed the Canadian Letter of Credit Sublimit, and (C) the Canadian Swing Line Sublimit if, after giving effect thereto, and to any concurrent payments hereunder, the Outstanding Amount of Swing Line Loans made to the Canadian Borrower hereunder would exceed the Canadian Swing Line Sublimit. Notwithstanding anything to the contrary contained herein, the Canadian Borrower may rescind any notice of reduction or termination of the Canadian Commitments provided pursuant to this Section 2.06(b), if such termination or reduction was to have been made with the proceeds of a refinancing of all part of the Committed Loans hereunder or from the proceeds of an asset sale, which refinancing or asset sale shall not have been consummated or shall otherwise have been delayed. (c) If, after giving effect to any reduction of the Domestic Total Commitments, the Domestic Letter of Credit Sublimit or the Domestic Swing Line Sublimit exceeds the amount of the Aggregate Domestic Total Commitments, such Domestic Letter of Credit Sublimit or Domestic Swing Line Sublimit shall be automatically reduced by the amount of such excess. To . (d) If, after giving effect to any reduction of the extent there are Canadian Total Commitments, the Canadian Letter of Credit Sublimit or the Canadian Swing Line Sublimit exceeds the amount of the Canadian Total Commitments, such Canadian Letter of Credit Sublimit or Canadian Swing Line Sublimit shall be automatically reduced by the amount of such excess. (e) The Canadian Total Commitments, the Canadian Letter of Credit Sublimit or the Canadian Swing Line Sublimit shall be automatically terminated without any FILO Tranches outstanding at the time further action of any such reduction Loan Party or any Credit Party upon the termination of the Aggregate Domestic Commitments under this pursuant to Section 2.06, such reduction or termination shall be applied first to the non-FILO Tranche of Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with the Payment Conditions, in which case such reduction or termination may be applied to such FILO Tranche(s)2.06(a) hereof. (bf) The Administrative Agent or the Canadian Agent, as applicable, will promptly notify the Domestic Lenders or the Canadian Lenders, as applicable, of any termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit, or the Aggregate Commitments under made pursuant to this Section 2.06. Upon any reduction of the Aggregate Domestic Total Commitments, the Domestic Commitment of each Domestic Lender shall be reduced by such Domestic Lender’s Applicable Percentage of such reduction amount. IfUpon any reduction of the Canadian Total Commitments, as a result the Canadian Commitment of each Canadian Lender shall be reduced by such Canadian Lender’s Applicable Percentage of such termination or reductionreduction amount. All fees (including, (i) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the without limitation, Commitment Fees and Letter of Credit Sublimit, the Borrowers shall contemporaneously with such reduction or termination, Cash Collateralize such excess amount, (iiFees) the Swing Line Loans hereunder would exceed the Swing Line Sublimit, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess, and (iii) the Revolving Loans or the Swing Line Loans hereunder would exceed interest in respect of the Aggregate Total Commitments or accrued until the Swing Line Sublimit, as applicable, effective date of any termination of the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess. Such reductions Aggregate Total Commitments shall be applied pro rata to paid on the Aggregate Commitments; provided that, if a FILO Tranche is outstanding, effective date of such reductions may be applied first to such FILO Tranche so long as the Borrowers shall be in pro forma compliance with the Payment Conditionstermination.

Termination or Reduction of Commitments. (a) The Borrowers may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction of the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments. , (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of LC Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, and (C) the Swing Line Sublimit if, after giving effect thereto, and to any concurrent payments hereunder, the Outstanding Amount of Swing Line Loans hereunder would exceed the Swing Line Sublimit. (b) If, after giving effect to any reduction of the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Letter of Credit Sublimit or Swing Line Sublimit shall be automatically reduced by the amount of such excess. To the extent there are any FILO Tranches outstanding at the time of any such reduction or termination of the Aggregate Commitments under this Section 2.06, such reduction or termination shall be applied first to the non-FILO Tranche of Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with the Payment Conditions, in which case such reduction or termination may be applied to such FILO Tranche(s). (bc) The Administrative Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit, Sublimit or the Aggregate Commitments under this Section 2.06. Upon any reduction of the Aggregate Commitments, the Commitment of each Lender shall be reduced by such Lender’s Applicable Percentage of such reduction amount. IfAll fees (including, as a result of such termination or reductionwithout limitation, (i) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the commitment fees, and Letter of Credit Sublimit, the Borrowers shall contemporaneously with such reduction or termination, Cash Collateralize such excess amount, (iiFees) the Swing Line Loans hereunder would exceed the Swing Line Sublimit, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess, and (iii) the Revolving Loans or the Swing Line Loans hereunder would exceed interest in respect of the Aggregate Commitments or accrued until the Swing Line Sublimit, as applicable, effective date of any termination of the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess. Such reductions Aggregate Commitments shall be applied pro rata to paid on the Aggregate Commitments; provided that, if a FILO Tranche is outstanding, effective date of such reductions may be applied first to such FILO Tranche so long as the Borrowers shall be in pro forma compliance with the Payment Conditionstermination.

Termination or Reduction of Commitments. (a) The Borrowers mayParent shall have the right, upon irrevocable not less than three Business Days’ notice from (or shorter notice period approved by the Lead Borrower Administrative Agent) to the Administrative Agent, to terminate the Aggregate Revolving Commitments or the Tranche A Term Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently time, to reduce the Aggregate Commitments, amount of the Letter of Credit Sublimit Revolving Commitments or the Swing Line Sublimit; Tranche A Term Commitments; provided that (i) any no such notice termination or reduction of Revolving Commitments shall be received by the Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers shall not terminate or reduce the Aggregate Commitments permitted if, after giving effect thereto and to any concurrent prepayments hereunderof the Revolving Loans and Swingline Loans made on the effective date thereof, the Total Outstandings Revolving Extensions of Credit would exceed the Aggregate Total Revolving Commitments. IfAny such partial reduction shall be in an amount equal to $1,000,000, or a whole multiple thereof, and shall reduce permanently the applicable Commitments then in effect. Each reduction of the Revolving Commitments shall be made ratably among the Revolving Lenders in accordance with their respective Revolving Commitments and each reduction of the Tranche A Term Commitments shall be made ratably among the Tranche A Term Lenders in accordance with their respective Tranche A Term Commitment. Notwithstanding the foregoing, the Parent may rescind or postpone any notice of termination of any of the Commitments if such termination would have resulted from a refinancing of all or any portion of any Facility or Facilities, which refinancing shall not be consummated or otherwise shall be delayed. To the extent not previously terminated, all unused Tranche A Term Commitments hereunder shall terminate on the earlier of (i) the Closing Date (after giving effect to any reduction the Loans made on such date) and (ii) 11:59 p.m. (New York City time) on the date that is five Business Days after the Outside Date (as defined in and determined in accordance with the terms of the CommitmentsMerger Agreement as in effect on December 13, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Letter of Credit Sublimit or Swing Line Sublimit shall be automatically reduced by the amount of such excess2021). To the extent there are any FILO Tranches outstanding not previously terminated, all Revolving Commitments shall terminate at 11:59 p.m. (New York City time) on the time of any such reduction or termination date that is five Business Days after the Outside Date (as defined in and determined in accordance with the terms of the Aggregate Commitments under this Section 2.06Merger Agreement as in effect on December 13, such reduction or termination shall be applied first to the non-FILO Tranche of Revolving Loans on a pro-rata basis 2021) unless the Borrowers shall be in pro forma compliance with the Payment Conditions, in which case such reduction Closing Date has occurred on or termination may be applied prior to such FILO Tranche(s)date. (b) The Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit, or the Aggregate Commitments under this Section 2.06. Upon any reduction of the Aggregate Commitments, the Commitment of each Lender shall be reduced by such Lender’s Applicable Percentage of such reduction amount. If, as a result of such termination or reduction, (i) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, the Borrowers shall contemporaneously with such reduction or termination, Cash Collateralize such excess amount, (ii) the Swing Line Loans hereunder would exceed the Swing Line Sublimit, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess, and (iii) the Revolving Loans or the Swing Line Loans hereunder would exceed the Aggregate Commitments or the Swing Line Sublimit, as applicable, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess. Such reductions shall be applied pro rata to the Aggregate Commitments; provided that, if a FILO Tranche is outstanding, such reductions may be applied first to such FILO Tranche so long as the Borrowers shall be in pro forma compliance with the Payment Conditions.

Termination or Reduction of Commitments. (a) The Borrowers may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Commitments, Commitments or the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Commitments, Commitments or the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments. , and (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit as so reduced. (b) If, after giving effect to any reduction of the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Letter of Credit Sublimit or Swing Line Sublimit shall be automatically reduced by the amount of such excess. To the extent there are any FILO Tranches outstanding at the time of any such reduction or termination of the Aggregate Commitments under this Section 2.06, such reduction or termination shall be applied first to the non-FILO Tranche of Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with the Payment Conditions, in which case such reduction or termination may be applied to such FILO Tranche(s). (bc) The Administrative Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit, Sublimit or the Aggregate Commitments under this Section 2.06. Upon any reduction of the Aggregate Commitments, the Commitment of each Lender shall be reduced by such Lender’s Applicable Percentage of such reduction amount. IfAll fees (including, as a result of such termination or reductionwithout limitation, (i) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the commitment fees and Letter of Credit Sublimit, the Borrowers shall contemporaneously with such reduction or termination, Cash Collateralize such excess amount, (iiFees) the Swing Line Loans hereunder would exceed the Swing Line Sublimit, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess, and (iii) the Revolving Loans or the Swing Line Loans hereunder would exceed interest in respect of the Aggregate Commitments or accrued until the Swing Line Sublimit, as applicable, effective date of any termination of the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess. Such reductions Aggregate Commitments shall be applied pro rata to paid on the Aggregate Commitments; provided that, if a FILO Tranche is outstanding, effective date of such reductions may be applied first to such FILO Tranche so long as the Borrowers shall be in pro forma compliance with the Payment Conditionstermination.

Termination or Reduction of Commitments. (a) The Borrowers Borrower may, upon irrevocable (except as set forth below) notice from the Lead Borrower to the Agent, terminate the Aggregate Revolving Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time (without affecting its rights pursuant to Section 2.15) permanently reduce the Aggregate Revolving Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided provided, that (i) any such notice shall be received by the Agent not later than 11:00 a.m. five 12:00 p.m. one (1) Business Days Day prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers Borrower shall not terminate or reduce (A) the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings Revolving Exposure would exceed the Aggregate Revolving Commitments. , (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, and (C) the Swing Line Sublimit if, after giving effect thereto, and to any concurrent payments hereunder, the Outstanding Amount of Swing Line Loans hereunder would exceed the Swing Line Sublimit; provided, further, that such notice delivered by the Borrower may state that such notice is conditioned on the funding or consummation of any transaction or transactions specified therein (including, without limitation, any sale or disposition of Collateral or the closing of any other financing transaction). (b) If, after giving effect to any reduction of the Aggregate Revolving Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Commitments, such Letter of Credit Sublimit or Swing Line Sublimit shall be automatically reduced by the amount of such excess. To the extent there are any FILO Tranches outstanding at the time of any such reduction or termination of the Aggregate Commitments under this Section 2.06, such reduction or termination shall be applied first to the non-FILO Tranche of Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with the Payment Conditions, in which case such reduction or termination may be applied to such FILO Tranche(s). (bc) The Agent will promptly notify the Revolving Lenders of any termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit, Sublimit or the Aggregate Revolving Commitments under this Section 2.06. Upon any reduction of the Aggregate Revolving Commitments, the Revolving Commitment of each Revolving Lender shall be reduced by such Lender’s Applicable Percentage of such reduction amount. All fees (including, without limitation, Commitment Fees and Letter of Credit Fees) and interest in respect of the Aggregate Revolving Commitments accrued until the effective date of any termination of the Aggregate Revolving Commitments shall be paid on the effective date of such termination. If, as a result of such termination or reduction, (i) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, the Borrowers shall Borrower shall, contemporaneously with such reduction or termination, Cash Collateralize such excess amount, and (ii) the Swing Line Loans hereunder would exceed the Swing Line Sublimit, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess, and (iii) the Revolving Loans or the Swing Line Loans hereunder would exceed the Aggregate Revolving Commitments or the Swing Line Sublimit, as applicable, the Borrowers Borrower shall contemporaneously with such reduction or termination, pay the Agent Agent, for the benefit of the Revolving Lenders, an amount equal to such excess. Such reductions . (d) On the Bridge Commitment Termination Date, (x) the Bridge Commitments of each Revolving Lender shall be applied pro rata permanently reduced to $0 and (y) the Borrower shall repay all Revolving Loans outstanding pursuant to the Aggregate Bridge Commitments; provided that, if a FILO Tranche is outstanding, such reductions which repayment may be applied first made through a Revolver Borrowing in accordance with Section 2.02. All fees (including, without limitation, Commitment Fees) and interest in respect of the Aggregate Bridge Commitments accrued until the Bridge Commitment Termination Date shall be paid on the Bridge Commitment Termination Date. If, as a result of such reduction, the Revolving Loans hereunder would exceed the Aggregate Revolving Commitments in effect as of the Bridge Commitment Termination Date, the Borrower shall contemporaneously with such reduction or termination, pay the Agent, for the benefit of the Revolving Lenders with Bridge Commitments, an amount equal to such FILO Tranche so long as the Borrowers shall be in pro forma compliance with the Payment Conditionsexcess.

Termination or Reduction of Commitments. (a) The Borrowers Term Loan Commitments shall automatically and permanently terminate upon funding of the Term Loans on the Closing Date. (b) The Borrower may, upon irrevocable written notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Revolving Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Revolving Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. 12:00 noon, New York City time, five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) after giving effect to any partial reduction of the Borrowers Revolving Commitments, the remaining Revolving Commitments shall be greater than or equal to $25,000,000, (iv) the Borrower shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, (x) the Total Revolving Credit Outstandings would exceed the Aggregate Revolving Commitments then in effect or (y) the Total Outstandings would exceed the Aggregate Commitments. If, after giving effect Borrowing Base Amount at such time and (v) the Borrower shall pay any amounts required to be paid under Section 3.05 resulting from any prepayment of Revolving Credit Loans made in connection with such termination or reduction of Commitments; provided further, that any such notice delivered in connection with a termination in full of the Revolving Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount due to a refinancing of the Aggregate CommitmentsLoans with the proceeds of such refinancing, may be, if expressly so stated to be, contingent upon the consummation of such Letter of Credit Sublimit or Swing Line Sublimit shall refinancing (any such contingent termination notice being referred to herein as a “Contingent Commitment Termination Notice”) and may be automatically reduced revoked by the amount Borrower in the event such refinancing is not consummated (and the Borrower shall pay any amounts required to be paid under Section 3.05 resulting from any such revocation of such excessnotice). To the extent there are any FILO Tranches outstanding at the time of any such reduction or termination of the Aggregate Commitments under this Section 2.06, such reduction or termination shall be applied first to the non-FILO Tranche of Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with the Payment Conditions, in which case such reduction or termination may be applied to such FILO Tranche(s). (b) The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit, or the Aggregate Commitments under this Section 2.06Revolving Commitments. Upon any Any reduction of the Aggregate Commitments, Revolving Commitments shall be applied to the Commitment of each Revolving Lender according to its Applicable Revolving Percentage. All fees in respect of the Revolving Credit Facility accrued until the effective date of any termination of the Revolving Commitments shall be reduced by such Lender’s Applicable Percentage paid on the effective date of such reduction amount. If, as a result of such termination or reduction, (i) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, the Borrowers shall contemporaneously with such reduction or termination, Cash Collateralize such excess amount, (ii) the Swing Line Loans hereunder would exceed the Swing Line Sublimit, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess, and (iii) the Revolving Loans or the Swing Line Loans hereunder would exceed the Aggregate Commitments or the Swing Line Sublimit, as applicable, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess. Such reductions shall be applied pro rata to the Aggregate Commitments; provided that, if a FILO Tranche is outstanding, such reductions may be applied first to such FILO Tranche so long as the Borrowers shall be in pro forma compliance with the Payment Conditions.

Termination or Reduction of Commitments. (a) The Borrowers may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of any such termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments. , (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, and (C) the Swing Line Sublimit if, after giving effect thereto, and to any concurrent payments hereunder, the Outstanding Amount of Swing Line Loans hereunder would exceed the Swing Line Sublimit. (b) If, after giving effect to any reduction of the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Letter of Credit Sublimit or Swing Line Sublimit shall be automatically reduced by the amount of such excess. To the extent there are any FILO Tranches outstanding at the time of any such reduction or termination of the Aggregate Commitments under this Section 2.06, such reduction or termination shall be applied first to the non-FILO Tranche of Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with the Payment Conditions, in which case such reduction or termination may be applied to such FILO Tranche(s). (bc) The Administrative Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit, Sublimit or the Aggregate Commitments under this Section 2.06. Upon any reduction of the Aggregate Commitments, the Commitment of each Lender shall be reduced by such Lender’s Applicable Percentage of such reduction amount. IfAll fees (including, as a result of such termination or reductionwithout limitation, (i) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Commitment Fees, Early Termination Fees, and Letter of Credit Sublimit, the Borrowers shall contemporaneously with such reduction or termination, Cash Collateralize such excess amount, (iiFees) the Swing Line Loans hereunder would exceed the Swing Line Sublimit, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess, and (iii) the Revolving Loans or the Swing Line Loans hereunder would exceed interest in respect of the Aggregate Commitments or accrued until the Swing Line Sublimit, as applicable, effective date of any termination of the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess. Such reductions Aggregate Commitments shall be applied pro rata to paid on the Aggregate Commitments; provided that, if a FILO Tranche is outstanding, effective date of such reductions may be applied first to such FILO Tranche so long as the Borrowers shall be in pro forma compliance with the Payment Conditionstermination.

Termination or Reduction of Commitments. (a) The Borrowers may, upon irrevocable notice from the Lead Borrower Company to the Administrative Agent, terminate the Aggregate Commitments, Revolving Commitments or the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Commitments, Revolving Commitments in an aggregate amount not to exceed $75,000,000 or the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers shall not terminate or reduce (A) the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings total Exposure of the Revolving Lenders would exceed the Aggregate Commitments. Revolving Commitments or (B) the Letter of Credit Sublimit if, after giving effect thereto, the L/C Exposure not fully Cash Collateralized in accordance with Section 2.05(j) hereunder would exceed the Letter of Credit Sublimit. (b) If, after giving effect to any reduction of the Commitments, Aggregate Revolving Commitments the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Commitments, such Letter of Credit Sublimit or Swing Line Sublimit shall be automatically reduced by the amount of such excess. To the extent there are any FILO Tranches outstanding at the time of any such reduction or termination of the Aggregate Commitments under this Section 2.06, such reduction or termination shall be applied first to the non-FILO Tranche of Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with the Payment Conditions, in which case such reduction or termination may be applied to such FILO Tranche(s). (bc) The Administrative Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit, Sublimit or the Aggregate Revolving Commitments under this Section 2.062.08. Upon any reduction of the Aggregate Revolving Commitments, the Revolving Commitment of each Revolving Lender shall be reduced by such Revolving Lender’s Revolving Applicable Percentage of such reduction amount. IfAll fees (including, as a result of such termination or reductionwithout limitation, (i) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Unused Fees and Letter of Credit Sublimit, the Borrowers shall contemporaneously with such reduction or termination, Cash Collateralize such excess amount, (iiFees) the Swing Line Loans hereunder would exceed the Swing Line Sublimit, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess, and (iii) the Revolving Loans or the Swing Line Loans hereunder would exceed in respect of the Aggregate Commitments or the Swing Line SublimitRevolving Commitments, as applicable, accrued until the Borrowers shall contemporaneously with effective date of any termination of such reduction or termination, pay the Agent an amount equal to such excess. Such reductions Commitments shall be applied pro rata paid on the effective date of such termination. (d) Each notice delivered by the Company pursuant to this Section shall be irrevocable; provided that a notice of termination of the Revolving Commitments may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Company (by notice to the Aggregate Commitments; provided that, Administrative Agent on or prior to the specified effective date) if a FILO Tranche such condition is outstanding, such reductions may be applied first to such FILO Tranche so long as not satisfied. Any termination or reduction of the Borrowers Revolving Commitments shall be in pro forma compliance with the Payment Conditionspermanent and may not be reinstated.

Termination or Reduction of Commitments. (a) The Borrowers mayBorrower shall have the right, upon irrevocable not less than one Business Days’ notice from (or three Business Days’ notice if the Lead Borrower related termination or reduction would require a prepayment of Eurocurrency Loans prior to the last day of an Interest Period) to the Administrative Agent, to terminate the Aggregate CommitmentsCommitments or, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently time, to reduce the Aggregate amount of the Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any no such notice termination or reduction of Commitments shall be received by the Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers shall not terminate or reduce the Aggregate Commitments permitted if, after giving effect thereto and to any concurrent prepayments hereunderof the Loans made on the effective date thereof, the Total Outstandings Extensions of Credit would exceed the Aggregate Total Commitments. If; provided, further, that no such termination or reduction of Commitments shall be permitted if, after giving effect thereto (and to any reduction terminations or reductions of Foreign Currency Commitments on the Commitmentseffective date thereof pursuant to Section 2.4(b)), the Letter Foreign Currency Commitment of Credit Sublimit or any Lender would exceed the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Letter of Credit Sublimit or Swing Line Sublimit shall be automatically reduced by the amount Commitment of such excessLender. To the extent there are any FILO Tranches outstanding at the time of any Any such reduction or termination of the Aggregate Commitments under this Section 2.06, such reduction or termination shall be applied first to the non-FILO Tranche of Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with an amount equal to $1,000,000, or a whole multiple thereof, and shall reduce permanently the Payment Conditions, Commitments then in which case such reduction or termination may be applied to such FILO Tranche(s)effect. (b) The Agent will promptly notify Borrower shall have the Lenders right, upon not less than three Business Days’ notice to the Administrative Agent, to terminate the Foreign Currency Commitments or, from time to time, to reduce the amount of any the Foreign Currency Commitments; provided that no such termination or reduction of Foreign Currency Commitments shall be permitted if, after giving effect thereto and to any prepayments of the Letter Foreign Currency Loans made on the effective date thereof, the Total Foreign Currency Extensions of Credit Sublimit, Swing Line Sublimit, or the Aggregate Commitments under this Section 2.06. Upon any reduction of the Aggregate Commitments, the Commitment of each Lender shall be reduced by such Lender’s Applicable Percentage of such reduction amount. If, as a result of such termination or reduction, (i) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, the Borrowers shall contemporaneously with Total Foreign Currency Commitments. Any such reduction or termination, Cash Collateralize such excess amount, (ii) the Swing Line Loans hereunder would exceed the Swing Line Sublimit, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent be in an amount equal to such excess$1,000,000, or a whole multiple thereof, and (iii) shall reduce permanently the Revolving Loans or the Swing Line Loans hereunder would exceed the Aggregate Foreign Currency Commitments or the Swing Line Sublimit, as applicable, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess. Such reductions shall be applied pro rata to the Aggregate Commitments; provided that, if a FILO Tranche is outstanding, such reductions may be applied first to such FILO Tranche so long as the Borrowers shall be then in pro forma compliance with the Payment Conditionseffect.

Termination or Reduction of Commitments. (a) The Borrowers may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Total WC Revolver Commitments, the Letter of Credit Sublimit or Total Revolver Commitments and/or the Swing Line Sublimit Total Acquisition Commitments, as the case may be, or from time to time permanently reduce the Aggregate Total WC Revolver Commitments, the Letter of Credit Sublimit or Total Revolver Commitments and/or the Swing Line SublimitTotal Acquisition Commitments, as the case may be; provided that (i) any such notice (which shall specify which Commitment is being reduced and/or terminated) shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction (1) of the Total WC Revolver Commitment shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof; (2) of the Total Revolver Commitment shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, and (3) the Total Acquisition Commitment shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof; and (iii) the Borrowers shall not terminate or reduce the Aggregate Total WC Revolver Commitments, the Total Revolver Commitments and/or the Total Acquisition Commitments, as the case may be, if, after giving effect thereto and to any concurrent prepayments hereunder, the Total WC Revolver Outstandings, Total Revolver Outstandings or Total Acquisition Outstandings, as the case may be, would exceed the Aggregate Commitments. If, after giving effect to any reduction of the CommitmentsTotal WC Revolver Commitment, the Letter of Credit Sublimit Total Revolver Commitment or the Swing Line Sublimit exceeds the amount of the Aggregate CommitmentsTotal Acquisition Commitment, such Letter of Credit Sublimit or Swing Line Sublimit shall be automatically reduced by the amount of such excessas applicable. To the extent there are any FILO Tranches outstanding at the time of any such reduction or termination of the Aggregate Commitments under this Section 2.06, such reduction or termination shall be applied first to the non-FILO Tranche of Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with the Payment Conditions, in which case such reduction or termination may be applied to such FILO Tranche(s). (b) The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Letter of Credit SublimitTotal WC Revolver Commitments, Swing Line Sublimitthe Total Revolver Commitments and/or the Total Acquisition Commitments, or as the Aggregate Commitments under this Section 2.06case may be. Upon any Any reduction of the Aggregate Total WC Revolver Commitments, the Total Revolver Commitments and/or the Total Acquisition Commitments, as the case may be, shall be applied to the applicable WC Revolver Commitment, the Acquisition Commitment and the Revolver Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Total WC Revolver Commitments, the Total Revolver Commitments and/or the Total Acquisition Commitments, as the case may be, shall be reduced by such Lender’s Applicable Percentage paid on the effective date of such reduction amount. If, as a result of such termination or reduction, (i) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, the Borrowers shall contemporaneously with such reduction or termination, Cash Collateralize such excess amount, (ii) the Swing Line Loans hereunder would exceed the Swing Line Sublimit, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess, and (iii) the Revolving Loans or the Swing Line Loans hereunder would exceed the Aggregate Commitments or the Swing Line Sublimit, as applicable, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess. Such reductions shall be applied pro rata to the Aggregate Commitments; provided that, if a FILO Tranche is outstanding, such reductions may be applied first to such FILO Tranche so long as the Borrowers shall be in pro forma compliance with the Payment Conditions.

Termination or Reduction of Commitments. (a) The Borrowers may, upon not less than five (5) Business Days irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Commitments (without penalty or payment of any kind). (b) In addition, the Borrowers may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate terminate, in whole or in part, the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce reduce, in whole or in part, the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that provided, that, (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate a minimum amount of $5,000,000 2,500,000 or any whole multiple of $1,000,000 in excess thereofthereof or in such lesser amount equal to the remaining Aggregate Commitments, (iii) the Borrowers shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, and (C) the Swing Line Sublimit if, after giving effect thereto, and to any concurrent payments hereunder, the Outstanding Amount of Swing Line Loans hereunder would exceed the Swing Line Sublimit. Once Borrowers have requested a reduction in the amount of the Aggregate Commitments, Borrowers shall not request an increase of the Aggregate Commitments pursuant to Section 2.15. (c) If, after giving effect to any reduction of the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Letter of Credit Sublimit or Swing Line Sublimit shall be automatically reduced by the amount of such excess. To the extent there are any FILO Tranches outstanding at the time of any such reduction or termination of the Aggregate Commitments under this Section 2.06, such reduction or termination shall be applied first to the non-FILO Tranche of Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with the Payment Conditions, in which case such reduction or termination may be applied to such FILO Tranche(s). (bd) The Administrative Agent will promptly notify the Revolving Loan Lenders of any termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit, Sublimit or the Aggregate Commitments under this Section 2.06. Upon any reduction of the Aggregate Commitments, the Commitment of each Lender shall be reduced by such Lender’s Applicable Percentage of such reduction amount. IfAll fees (including, as a result of such termination or reductionwithout limitation, (i) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the commitment fees, and Letter of Credit Sublimit, the Borrowers shall contemporaneously with such reduction or termination, Cash Collateralize such excess amount, (iiFees) the Swing Line Loans hereunder would exceed the Swing Line Sublimit, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess, and (iii) the Revolving Loans or the Swing Line Loans hereunder would exceed interest in respect of the Aggregate Commitments or accrued until the Swing Line Sublimit, as applicable, effective date of any termination of the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess. Such reductions Aggregate Commitments shall be applied pro rata to paid on the Aggregate Commitments; provided that, if a FILO Tranche is outstanding, effective date of such reductions may be applied first to such FILO Tranche so long as the Borrowers shall be in pro forma compliance with the Payment Conditionstermination.

Termination or Reduction of Commitments. (a) The Borrowers may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrowers shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments. , (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, and (C) the Swing Line Sublimit if, after giving effect thereto, and to any concurrent payments hereunder, the Outstanding Amount of Swing Line Loans hereunder would exceed the Swing Line Sublimit. (b) If, after giving effect to any reduction of the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Letter of Credit Sublimit or Swing Line Sublimit shall be automatically reduced by the amount of such excess. To the extent there are any FILO Tranches outstanding at the time of any such reduction or termination of the Aggregate Commitments under this Section 2.06, such reduction or termination shall be applied first to the non-FILO Tranche of Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with the Payment Conditions, in which case such reduction or termination may be applied to such FILO Tranche(s). (bc) The Administrative Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit, Sublimit or the Aggregate Commitments under this Section 2.06. Upon any reduction of the Aggregate Commitments, the Commitment of each Lender shall be reduced by such Lender’s Applicable Percentage of such reduction amount. IfAll fees (including, as a result of such termination or reductionwithout limitation, (i) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Commitment Fees, Early Termination Fees and Letter of Credit Sublimit, the Borrowers shall contemporaneously with such reduction or termination, Cash Collateralize such excess amount, (iiFees) the Swing Line Loans hereunder would exceed the Swing Line Sublimit, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess, and (iii) the Revolving Loans or the Swing Line Loans hereunder would exceed in respect of the Aggregate Commitments or accrued until the Swing Line Sublimit, as applicable, effective date of any termination of the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess. Such reductions Aggregate Commitments shall be applied pro rata to paid on the Aggregate Commitments; provided that, if a FILO Tranche is outstanding, effective date of such reductions may be applied first to such FILO Tranche so long as the Borrowers shall be in pro forma compliance with the Payment Conditionstermination.

Termination or Reduction of Commitments. (a) The Borrowers Borrower may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Commitments, the Letter of Credit Sublimit or the Total Swing Line Sublimit Sublimit, or from time to time permanently reduce the Aggregate Commitments, the Letter of Credit Sublimit or the Total Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 10:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, thereof and (iii) the Borrowers Borrower shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments. IfBorrowing Base, after giving effect to any reduction of the Commitments, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Total Swing Line Sublimit exceeds if, after giving effect thereto and to any concurrent prepayments hereunder, the amount Outstanding Amount of Swing Line Loans would exceed the Aggregate Commitments, such Letter of Credit Sublimit or Total Swing Line Sublimit shall be automatically reduced by or the amount Outstanding Amount of Swing Line Loans owing to any Swing Line Lender would exceed such excessSwing Line Lender’s Swing Line Sublimit. To the extent there are any FILO Tranches outstanding at the time of any such reduction or termination of the Aggregate Commitments under this Section 2.06, such reduction or termination shall be applied first to the non-FILO Tranche of Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with the Payment Conditions, in which case such reduction or termination may be applied to such FILO Tranche(s). (b) The Administrative Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit, Sublimit or the Aggregate Commitments under this Section 2.06. Upon any reduction of the Aggregate Commitments, the Commitment of each Lender shall be reduced by such Lender’s Applicable Percentage of such reduction amount. If, as a result Upon any reduction of such termination or reduction, (i) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, the Borrowers shall contemporaneously with such reduction or termination, Cash Collateralize such excess amount, (ii) the Swing Line Loans hereunder would exceed the Total Swing Line Sublimit, the Borrowers each Swing Line Lender’s Swing Line Sublimit shall contemporaneously with such reduction or termination, pay the Agent be reduced pro rata by an amount equal to such excess, and (iii) reduction amount. All fees accrued until the Revolving Loans or the Swing Line Loans hereunder would exceed effective date of any termination of the Aggregate Commitments or the Swing Line Sublimit, as applicable, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess. Such reductions shall be applied pro rata to paid on the Aggregate Commitments; provided that, if a FILO Tranche is outstanding, effective date of such reductions may be applied first to such FILO Tranche so long as the Borrowers shall be in pro forma compliance with the Payment Conditionstermination.

Termination or Reduction of Commitments. (a) The Borrowers Borrower may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five 2:00 p.m. three Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrowers Borrower shall not terminate or reduce the Aggregate Revolving Credit Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings aggregate Revolving Credit Exposure would exceed the Aggregate Commitments. If, after giving effect to The Administrative Agent will promptly notify the Revolving Credit Lenders of any such notice of termination or reduction of the Revolving Credit Commitments. Any reduction of the Aggregate Commitments shall be applied to the Revolving Credit Commitment of each Revolving Credit Lender according to its Pro Rata Share. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination. Notwithstanding anything herein to the contrary, the Letter Borrower may rescind any notice of termination of Revolving Credit Sublimit or Commitments under this Section 2.10 not later than 1:00 p.m. on the Swing Line Sublimit exceeds the amount Business Day before such termination was scheduled to take place if such termination would have resulted from a refinancing of the Aggregate Commitments, such Letter which refinancing shall not be consummated or shall otherwise be delayed. Unless previously terminated, the Term Commitments shall terminate at 5:00 p.m., New York City time, on the Effective Date. The Borrower may, upon notice to the Administrative Agent, terminate or permanently reduce the Revolving Credit Commitments of Credit Sublimit any Impacted Lender in whole or Swing Line Sublimit shall be automatically reduced by the amount of such excess. To in part, if no Revolving Loans are then outstanding to the extent there are any FILO Tranches outstanding the aggregate remaining Revolving Credit Commitments would be at the time of any such reduction or termination of the Aggregate Commitments under this Section 2.06, such reduction or termination shall be applied first least equal to the non-FILO Tranche of aggregate Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with the Payment Conditions, in which case such reduction or termination may be applied to such FILO Tranche(s)Credit Exposure. (b) The Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit, or the Aggregate Commitments under this Section 2.06. Upon any reduction of the Aggregate Commitments, the Commitment of each Lender shall be reduced by such Lender’s Applicable Percentage of such reduction amount. If, as a result of such termination or reduction, (i) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, the Borrowers shall contemporaneously with such reduction or termination, Cash Collateralize such excess amount, (ii) the Swing Line Loans hereunder would exceed the Swing Line Sublimit, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess, and (iii) the Revolving Loans or the Swing Line Loans hereunder would exceed the Aggregate Commitments or the Swing Line Sublimit, as applicable, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess. Such reductions shall be applied pro rata to the Aggregate Commitments; provided that, if a FILO Tranche is outstanding, such reductions may be applied first to such FILO Tranche so long as the Borrowers shall be in pro forma compliance with the Payment Conditions.

Termination or Reduction of Commitments. (a) The Borrowers may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five two (2) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrowers shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments. , (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, and (C) the Swing Line Sublimit if, after giving effect thereto, and to any concurrent payments hereunder, the Outstanding Amount of Swing Line Loans hereunder would exceed the Swing Line Sublimit. (b) If, after giving effect to any reduction of the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Letter of Credit Sublimit or Swing Line Sublimit shall be automatically reduced by the amount of such excess. To the extent there are any FILO Tranches outstanding at the time of any such reduction or termination of the Aggregate Commitments under this Section 2.06, such reduction or termination shall be applied first to the non-FILO Tranche of Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with the Payment Conditions, in which case such reduction or termination may be applied to such FILO Tranche(s). (bc) The Administrative Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit, Sublimit or the Aggregate Commitments under this Section 2.06. Upon any reduction of the Aggregate Commitments, the Commitment of each Lender shall be reduced by such Lender’s Applicable Percentage of such reduction amount. IfAll fees (including, as a result of such termination or reductionwithout limitation, (i) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Commitment Fees and Letter of Credit Sublimit, the Borrowers shall contemporaneously with such reduction or termination, Cash Collateralize such excess amount, (iiFees) the Swing Line Loans hereunder would exceed the Swing Line Sublimit, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess, and (iii) the Revolving Loans or the Swing Line Loans hereunder would exceed interest in respect of the Aggregate Commitments or accrued until the Swing Line Sublimit, as applicable, effective date of any termination of the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess. Such reductions Aggregate Commitments shall be applied pro rata to paid on the Aggregate Commitments; provided that, if a FILO Tranche is outstanding, effective date of such reductions may be applied first to such FILO Tranche so long as the Borrowers shall be in pro forma compliance with the Payment Conditionstermination.

Termination or Reduction of Commitments. (a) The Borrowers may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate CommitmentsCommitments (and the Commitment of each Lender shall be reduced on a pro rata basis), the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that provided, that, (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. 2:00 p.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction of the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers shall not (A) terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments. , (B) terminate or reduce the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of LC Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, and (C) terminate or reduce the Swing Line Sublimit if, after giving effect thereto, and to any concurrent payments hereunder, the Outstanding Amount of Swing Line Loans hereunder would exceed the Swing Line Sublimit. (b) If, after giving effect to any reduction of the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Letter of Credit Sublimit or Swing Line Sublimit shall be automatically reduced by the amount of such excess. To the extent there are any FILO Tranches outstanding at the time of any such reduction or termination of the Aggregate Commitments under this Section 2.06, such reduction or termination shall be applied first to the non-FILO Tranche of Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with the Payment Conditions, in which case such reduction or termination may be applied to such FILO Tranche(s). (bc) The Administrative Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit, Sublimit or the Aggregate Commitments under this Section 2.06. Upon any reduction All fees (including, without limitation, commitment fees, and Letter of Credit Fees) and interest in respect of the Aggregate Commitments, Commitments accrued until the Commitment effective date of each Lender shall be reduced by such Lender’s Applicable Percentage any termination of such reduction amount. If, as a result of such termination or reduction, (i) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, the Borrowers shall contemporaneously with such reduction or termination, Cash Collateralize such excess amount, (ii) the Swing Line Loans hereunder would exceed the Swing Line Sublimit, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess, and (iii) the Revolving Loans or the Swing Line Loans hereunder would exceed the Aggregate Commitments or the Swing Line Sublimit, as applicable, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess. Such reductions shall be applied pro rata to paid on the Aggregate Commitments; provided that, if a FILO Tranche is outstanding, effective date of such reductions may be applied first to such FILO Tranche so long as the Borrowers shall be in pro forma compliance with the Payment Conditionstermination.

Termination or Reduction of Commitments. (a) The Borrowers Borrower may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Commitments, the Revolving Tranche B Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit Sublimit, or from time to time permanently reduce the Aggregate Commitments, the Revolving Tranche B Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) no partial reductions of the Borrowers Revolving Tranche B Sublimit shall be permitted and (iv) the Borrower shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments. If, (B) the Revolving Tranche B Sublimit if, after giving effect thereto and to any reduction of concurrent prepayments hereunder, the CommitmentsTotal Tranche B Outstandings would exceed the Revolving Tranche B Sublimit, (C) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (D) the Swing Line Sublimit exceeds if, after giving effect thereto and to any concurrent prepayments hereunder, the amount Outstanding Amount of the Aggregate Commitments, such Letter of Credit Sublimit or Swing Line Sublimit shall be automatically reduced by Loans would exceed the amount of such excessSwing Line Sublimit. To the extent there are any FILO Tranches outstanding at the time of any such reduction or termination of the Aggregate Commitments under this Section 2.06, such reduction or termination shall be applied first to the non-FILO Tranche of Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with the Payment Conditions, in which case such reduction or termination may be applied to such FILO Tranche(s). (b) The Administrative Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit, Sublimit or the Aggregate Commitments under this Section 2.06. Upon any reduction of the Aggregate Commitments, the Commitment of each Lender shall be reduced by such Lender’s Applicable Percentage of such reduction amount. If, as a result All fees accrued until the effective date of such any termination or reduction, (i) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, the Borrowers shall contemporaneously with such reduction or termination, Cash Collateralize such excess amount, (ii) the Swing Line Loans hereunder would exceed the Swing Line Sublimit, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess, and (iii) the Revolving Loans or the Swing Line Loans hereunder would exceed the Aggregate Commitments or the Swing Line Sublimit, as applicable, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess. Such reductions shall be applied pro rata to paid on the Aggregate Commitments; provided that, if a FILO Tranche is outstanding, effective date of such reductions may be applied first to such FILO Tranche so long as the Borrowers shall be in pro forma compliance with the Payment Conditionstermination.

Termination or Reduction of Commitments. (a) The Borrowers may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided provided, that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five three (3) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments. , (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of LC Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, and (D) the Swing Line Sublimit if, after giving effect thereto, and to any concurrent payments hereunder, the Outstanding Amount of Swing Line Loans hereunder would exceed the Swing Line Sublimit. (a) If, after giving effect to any reduction of the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Letter of Credit Sublimit or Swing Line Sublimit shall be automatically reduced by the amount of such excess. To the extent there are any FILO Tranches outstanding at the time of any such reduction or termination of the Aggregate Commitments under this Section 2.06, such reduction or termination shall be applied first to the non-FILO Tranche of Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with the Payment Conditions, in which case such reduction or termination may be applied to such FILO Tranche(s). (b) The Administrative Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit, Sublimit or the Aggregate Commitments under this Section 2.06. Upon any reduction of the Aggregate Commitments, the Commitment of each Lender shall be reduced by such Lender’s Applicable Percentage of such reduction amount. IfAll fees (including, as a result of such termination or reductionwithout limitation, (i) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the commitment fees and Letter of Credit Sublimit, the Borrowers shall contemporaneously with such reduction or termination, Cash Collateralize such excess amount, (iiFees) the Swing Line Loans hereunder would exceed the Swing Line Sublimit, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess, and (iii) the Revolving Loans or the Swing Line Loans hereunder would exceed interest in respect of the Aggregate Commitments or accrued until the Swing Line Sublimit, as applicable, effective date of any termination of the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess. Such reductions Aggregate Commitments shall be applied pro rata to paid on the Aggregate Commitments; provided that, if a FILO Tranche is outstanding, effective date of such reductions may be applied first to such FILO Tranche so long as the Borrowers shall be in pro forma compliance with the Payment Conditionstermination.

Termination or Reduction of Commitments. (a) The Borrowers may, upon irrevocable notice from the Lead Borrower to the Agent, terminate the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments. , (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, and (C) the Swing Line Sublimit if, after giving effect thereto, and to any concurrent payments hereunder, the Outstanding Amount of Swing Line Loans hereunder would exceed the Swing Line Sublimit. (b) If, after giving effect to any reduction of the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Letter of Credit Sublimit or Swing Line Sublimit shall be automatically reduced by the amount of such excess. To the extent there are any FILO Tranches outstanding at the time of any such reduction or termination of the Aggregate Commitments under this Section 2.06, such reduction or termination shall be applied first to the non-FILO Tranche of Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with the Payment Conditions, in which case such reduction or termination may be applied to such FILO Tranche(s). (bc) The Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit, Sublimit or the Aggregate Commitments under this Section 2.06. Upon any reduction of the Aggregate Commitments, the Commitment of each Lender shall be reduced by such Lender’s Applicable Percentage of such reduction amount. IfAll fees (including, as a result of such termination or reductionwithout limitation, (i) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the commitment fees and Letter of Credit SublimitFees) and interest in respect of the Aggregate Commitments accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination. (d) In connection with any reduction in the Aggregate Commitments prior to the Maturity Date, the if any Loan Party or any of its Subsidiaries owns any Margin Stock, Borrowers shall contemporaneously with such reduction or termination, Cash Collateralize such excess amount, (ii) the Swing Line Loans hereunder would exceed the Swing Line Sublimit, the Borrowers shall contemporaneously with such reduction or termination, pay deliver to the Agent an amount equal to such excessupdated Form U-1 (with sufficient additional originals thereof for each Lender), duly executed and (iii) delivered by the Revolving Loans or the Swing Line Loans hereunder would exceed the Aggregate Commitments or the Swing Line SublimitBorrowers, as applicable, the Borrowers shall contemporaneously together with such reduction or termination, pay other documentation as the Agent an amount equal shall reasonably request, in order to such excess. Such reductions shall be applied pro rata enable the Agent and the Lenders to comply with any of the Aggregate Commitments; provided thatrequirements under Regulations T, if a FILO Tranche is outstanding, such reductions may be applied first to such FILO Tranche so long as U or X of the Borrowers shall be in pro forma compliance with the Payment ConditionsFRB.

Termination or Reduction of Commitments. (a) The Borrowers may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Commitments, or the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five three Business Days prior to the date of any such termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 500,000 or any whole multiple of $1,000,000 100,000 in excess thereof, (iii) the Borrowers shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings Outstanding would exceed the Aggregate Commitments. , and (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit. (b) If, after giving effect to any reduction of the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Letter of Credit Sublimit or Swing Line Sublimit shall be automatically reduced by the amount of such excess. To the extent there are any FILO Tranches outstanding at the time of any such reduction or termination of the Aggregate Commitments under this Section 2.06, such reduction or termination shall be applied first to the non-FILO Tranche of Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with the Payment Conditions, in which case such reduction or termination may be applied to such FILO Tranche(s). (bc) The Administrative Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit, Sublimit or the Aggregate Commitments under this Section 2.06. Upon any reduction of the Aggregate Commitments, the Commitment of each Lender shall be reduced by such Lender’s Applicable Percentage of such reduction amount. IfAll fees (including, as a result of such termination or reductionwithout limitation, (i) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Commitment Fees, Early Termination Fees, and Letter of Credit Sublimit, the Borrowers shall contemporaneously with such reduction or termination, Cash Collateralize such excess amount, (iiFees) the Swing Line Loans hereunder would exceed the Swing Line Sublimit, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess, and (iii) the Revolving Loans or the Swing Line Loans hereunder would exceed interest in respect of the Aggregate Commitments or accrued until the Swing Line Sublimit, as applicable, effective date of any termination of the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess. Such reductions Aggregate Commitments shall be applied pro rata to paid on the Aggregate Commitments; provided that, if a FILO Tranche is outstanding, effective date of such reductions may be applied first to such FILO Tranche so long as the Borrowers shall be in pro forma compliance with the Payment Conditionstermination.

Termination or Reduction of Commitments. (ai) The Borrowers Borrower may, upon irrevocable notice from the Lead Borrower to the AgentAgent (except as set forth below), terminate the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce in part the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Agent not later than 11:00 a.m. 1:00 p.m. five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 1,000,000 or any whole multiple of $1,000,000 100,000 in excess thereof, thereof and (iii) the Borrowers Borrower shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations (other than L/C Borrowings) not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, and (C) the Swing Line Sublimit if, after giving effect thereto, and to any concurrent payments hereunder, the Outstanding Amount of Swing Line Loans made to the Borrower hereunder would exceed the Swing Line Sublimit. Notwithstanding anything to the contrary contained herein, the Borrower may rescind any notice of reduction or termination of the Commitments provided pursuant to this Section 2.06(a), if such notice states that such termination or reduction is conditioned upon the effectiveness of an Amendment or Refinancing of all part of the Committed Loans hereunder or from the proceeds of an asset sale or an Equity Issuance, which Amendment or Refinancing, asset sale or Equity Issuance shall not have been consummated or shall otherwise have been delayed. (ii) If, after giving effect to any reduction of the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Letter of Credit Sublimit or Swing Line Sublimit shall be automatically reduced by the amount of such excess. To the extent there are any FILO Tranches outstanding at the time of any such reduction or termination of the Aggregate Commitments under this Section 2.06, such reduction or termination shall be applied first to the non-FILO Tranche of Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with the Payment Conditions, in which case such reduction or termination may be applied to such FILO Tranche(s). (biii) The Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit, or the Aggregate Commitments under made pursuant to this Section 2.06. Upon any reduction of the Aggregate Commitments, the Commitment of each Lender shall be reduced by such Lender’s Applicable Percentage of such reduction amount. IfAll fees (including, as a result of such termination or reductionwithout limitation, (i) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Commitment Fees and Letter of Credit Sublimit, the Borrowers shall contemporaneously with such reduction or termination, Cash Collateralize such excess amount, (iiFees) the Swing Line Loans hereunder would exceed the Swing Line Sublimit, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess, and (iii) the Revolving Loans or the Swing Line Loans hereunder would exceed interest in respect of the Aggregate Commitments or accrued until the Swing Line Sublimit, as applicable, effective date of any termination of the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess. Such reductions Aggregate Commitments shall be applied pro rata to paid on the Aggregate Commitments; provided that, if a FILO Tranche is outstanding, effective date of such reductions may be applied first to such FILO Tranche so long as the Borrowers shall be in pro forma compliance with the Payment Conditionstermination.

Termination or Reduction of Commitments. (a) The Borrowers may, upon irrevocable notice from the Lead Borrower to the Agent, terminate the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments. , (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, and (C) the Swing Line Sublimit if, after giving effect thereto, and to any concurrent payments hereunder, the Outstanding Amount of Swing Line Loans hereunder would exceed the Swing Line Sublimit. (b) If, after giving effect to any reduction of the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Letter of Credit Sublimit or Swing Line Sublimit shall be automatically reduced by the amount of such excess. To the extent there are any FILO Tranches outstanding at the time of any such reduction or termination of the Aggregate Commitments under this Section 2.06, such reduction or termination shall be applied first to the non-FILO Tranche of Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with the Payment Conditions, in which case such reduction or termination may be applied to such FILO Tranche(s). (bc) The Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit, or the Aggregate Commitments under this Section 2.06. Upon any reduction of the Aggregate Commitments, the Commitment of each Lender shall be reduced by such Lender’s Applicable Percentage of such reduction amount. IfAll fees (including, as a result of such termination or reductionwithout limitation, (i) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the commitment fees, Early Termination Fees, and Letter of Credit Sublimit, the Borrowers shall contemporaneously with such reduction or termination, Cash Collateralize such excess amount, (iiFees) the Swing Line Loans hereunder would exceed the Swing Line Sublimit, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess, and (iii) the Revolving Loans or the Swing Line Loans hereunder would exceed interest in respect of the Aggregate Commitments or accrued until the Swing Line Sublimit, as applicable, effective date of any termination of the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess. Such reductions Aggregate Commitments shall be applied pro rata to paid on the Aggregate Commitments; provided that, if a FILO Tranche is outstanding, effective date of such reductions may be applied first to such FILO Tranche so long as the Borrowers shall be in pro forma compliance with the Payment Conditionstermination.

Termination or Reduction of Commitments. (a) The Borrowers Company may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate CommitmentsCommitments (US), the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line SublimitCommitments (US); provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 10:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers Company shall not terminate or reduce the Aggregate Commitments (US) if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings plus the Alternative Currency Reserve (if any) would exceed the Aggregate Commitments. IfCombined Commitments or if the Total Outstandings (excluding the Designated UK Borrower Obligations) plus the Alternative Currency Reserve (if any) would exceed the Aggregate Commitments (US), and (iv) if, after giving effect to any reduction of the CommitmentsAggregate Commitments (US), the Alternative Currency Sublimit, the Letter of Credit Sublimit or the US Swing Line Sublimit exceeds the amount of the Aggregate CommitmentsCommitments (US), such Letter of Credit Sublimit or Swing Line Sublimit shall be automatically reduced by the amount of such excess. To the extent there are any FILO Tranches outstanding at the time of any such reduction or termination of the Aggregate Commitments under this Section 2.06, such reduction or termination The Administrative Agent shall be applied first to the non-FILO Tranche of Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with the Payment Conditions, in which case such reduction or termination may be applied to such FILO Tranche(s). (b) The Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments (US). The amount of any such Aggregate Commitment (US) reduction shall not be applied to the Alternative Currency Sublimit or the Letter of Credit Sublimit, Swing Line Sublimit, or Sublimit unless otherwise specified by the Aggregate Commitments under this Section 2.06Company. Upon any Any reduction of the Aggregate Commitments, Commitments (US) shall be applied to the Commitment of each Lender shall be reduced by such Lender’s according to its Applicable Percentage (US). All fees accrued until the effective date of such reduction amount. If, as a result any termination of such termination or reduction, (i) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, the Borrowers shall contemporaneously with such reduction or termination, Cash Collateralize such excess amount, (ii) the Swing Line Loans hereunder would exceed the Swing Line Sublimit, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess, and (iii) the Revolving Loans or the Swing Line Loans hereunder would exceed the Aggregate Commitments or the Swing Line Sublimit, as applicable, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess. Such reductions (US) shall be applied pro rata to paid on the Aggregate Commitments; provided that, if a FILO Tranche is outstanding, effective date of such reductions may be applied first to such FILO Tranche so long as the Borrowers shall be in pro forma compliance with the Payment Conditionstermination.

Termination or Reduction of Commitments. (a) The Borrowers Borrower may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate aggregate Revolving Credit Commitments and/or the aggregate Refinancing Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate aggregate Revolving Credit Commitments and/or the aggregate Refinancing Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five three Business Days prior to the date of such termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 1,000,000 or any whole multiple of $1,000,000 500,000 in excess thereof, (iii) the Borrowers Borrower shall not terminate or reduce the Aggregate aggregate Revolving Credit Commitments or the Refinancing Revolving Credit Commitments, as applicable, if, after giving effect thereto and to any concurrent prepayments hereunder, (A) in the case of any termination or reduction of Revolving Credit Commitments, the Total Revolving Outstandings would exceed the Aggregate aggregate Revolving Credit Commitments and/or (B) in the case of any termination or reduction of Refinancing Revolving Credit Commitments. If, the Total Refinancing Revolving Outstandings would exceed the aggregate Refinancing Revolving Credit Commitments, and (iv) in the case of any termination or reduction of Revolving Credit Commitments, if, after giving effect to any reduction of the aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate aggregate Revolving Credit Commitments, such Letter of Credit Sublimit or Swing Line Sublimit sublimit shall be automatically reduced by the amount of such excess. To the extent there are any FILO Tranches outstanding at the time of any such reduction or termination of the Aggregate Commitments under this Section 2.06, such reduction or termination shall be applied first to the non-FILO Tranche of Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with the Payment Conditions, in which case such reduction or termination may be applied to such FILO Tranche(s). (b) The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Letter aggregate Revolving Credit Commitments and/or the aggregate Refinancing Revolving Credit Commitments. All fees accrued until the effective date of Credit Sublimit, Swing Line Sublimit, or the Aggregate Commitments under this Section 2.06. Upon any reduction termination of the Aggregate aggregate Revolving Credit Commitments and/or the aggregate Refinancing Revolving Credit Commitments, the Commitment of each Lender shall be reduced by such Lender’s Applicable Percentage of such reduction amount. If, as a result of such termination or reduction, (i) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, the Borrowers shall contemporaneously with such reduction or termination, Cash Collateralize such excess amount, (ii) the Swing Line Loans hereunder would exceed the Swing Line Sublimit, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess, and (iii) the Revolving Loans or the Swing Line Loans hereunder would exceed the Aggregate Commitments or the Swing Line Sublimit, as applicable, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess. Such reductions shall be applied pro rata to paid on the Aggregate Commitments; provided that, if a FILO Tranche is outstanding, effective date of such reductions may be applied first to such FILO Tranche so long as the Borrowers termination. (b) The Term B Commitment of each Term B Lender shall be in pro forma compliance with automatically and permanently reduced to $0 upon the Payment Conditionsmaking of such Term B Lender’s Term B Loans pursuant to Section 2.01(b). The Revolving Credit Commitments shall terminate on the Maturity Date therefor. The Extended Revolving Credit Commitments, any Additional Revolving Credit Commitments and any Refinancing Revolving Credit Commitments shall terminate on the respective maturity dates applicable thereto.

Termination or Reduction of Commitments. (a) The Borrowers Borrower may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate CommitmentsCommitments and, prior to the Acquisition Increase Date, the Letter of Credit Sublimit or the Swing Line Sublimit Acquisition Increase Amount, or from time to time permanently reduce the Aggregate CommitmentsCommitments and, prior to the Acquisition Increase Date, the Letter of Credit Sublimit or the Swing Line SublimitAcquisition Increase Amount; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five three Business Days prior to the date of termination or reduction; provided that, such a notice may state that such notice is conditioned upon the effectiveness of other credit facilities or any incurrence or issuance of debt or equity or the occurrence of any other transaction, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments. If, and (iv) if, after giving effect to any reduction of the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Letter of Credit Sublimit or such Swing Line Sublimit shall be automatically reduced by the amount of such excess. To the extent there are any FILO Tranches outstanding at the time of any such reduction or termination of the Aggregate Commitments under this Section 2.06, such reduction or termination shall be applied first to the non-FILO Tranche of Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with the Payment Conditions, in which case such reduction or termination may be applied to such FILO Tranche(s). (b) The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit, or the Aggregate Commitments under this Section 2.06and/or Acquisition Increase Amount. Upon any Any reduction of the Aggregate Commitments, Commitments shall be applied to the Commitment of each Lender shall be reduced by such Lender’s Applicable Percentage according to its Pro Rata Share. All commitment fees accrued until the effective date of such reduction amount. If, as a result any termination of such termination or reduction, (i) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, the Borrowers shall contemporaneously with such reduction or termination, Cash Collateralize such excess amount, (ii) the Swing Line Loans hereunder would exceed the Swing Line Sublimit, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess, and (iii) the Revolving Loans or the Swing Line Loans hereunder would exceed the Aggregate Commitments or the Swing Line Sublimit, as applicable, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess. Such reductions shall be applied pro rata to paid on the Aggregate Commitments; provided that, if a FILO Tranche is outstanding, effective date of such reductions may be applied first to such FILO Tranche so long as the Borrowers shall be in pro forma compliance with the Payment Conditionstermination.

Termination or Reduction of Commitments. (a) The Borrowers may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Revolver Commitments, the Letter of Credit Sublimit Aggregate WC Interim Commitment or the Swing Line Sublimit Aggregate WC Commitments, as the case may be, or from time to time permanently reduce the Aggregate Revolver Commitments, the Letter of Credit Sublimit Aggregate WC Interim Commitment or the Swing Line SublimitAggregate WC Commitments, as the case may be; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers shall not terminate or reduce the Aggregate Revolver Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolver Outstandings (other than Revolver L/C Obligations which are Cash Collateralized pursuant to Section 2.14 hereof) would exceed the Aggregate Revolver Commitments. If, (iv) the Borrowers shall not terminate or reduce the Aggregate WC Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total WC Outstandings (other than WC L/C Obligations which are Cash Collateralized pursuant to Section 2.14 hereof) would exceed the Aggregate WC Commitments, (v) the Borrowers shall not terminate or reduce the Aggregate WC Interim Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total WC Interim Outstandings (other than WC Interim L/C Obligations which are Cash Collateralized pursuant to Section 2.14 hereof) would exceed the Aggregate WC Interim Commitments and (vi) if, after giving effect to any reduction of the Aggregate Revolver Commitments, the Aggregate WC Interim Commitments or the Aggregate WC Commitments, as applicable, the Alternative Currency Sublimit, the Revolver Letter of Credit Sublimit Sublimit, or the Swing Line Sublimit exceeds the amount of the Aggregate Revolver Commitments, the Aggregate WC Interim Commitment or the Aggregate WC Commitments, as applicable, such Letter of Credit Sublimit or Swing Line Sublimit shall be automatically reduced by the amount of such excess. To the extent there are any FILO Tranches outstanding at the time of any such reduction or termination of the Aggregate Commitments under this Section 2.06, such reduction or termination shall be applied first to the non-FILO Tranche of Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with the Payment Conditions, in which case such reduction or termination may be applied to such FILO Tranche(s). (b) The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Revolver Commitments, the Aggregate WC Interim Commitment or Aggregate WC Commitments, as the case may be. The amount of any such Aggregate Revolver Commitment, Aggregate WC Interim Commitment or Aggregate WC Commitment, as the case may be, reduction shall not be applied to the Alternative Currency Sublimit or the Revolver Letter of Credit Sublimit, Swing Line Sublimit, or Sublimit unless otherwise specified by the Aggregate Commitments under this Section 2.06Borrowers. Upon any Any reduction of the Aggregate Revolver Commitments, the Commitment of each Lender shall be reduced by such Lender’s Applicable Percentage of such reduction amount. If, as a result of such termination or reduction, (i) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, the Borrowers shall contemporaneously with such reduction or termination, Cash Collateralize such excess amount, (ii) the Swing Line Loans hereunder would exceed the Swing Line Sublimit, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess, and (iii) the Revolving Loans or the Swing Line Loans hereunder would exceed the Aggregate WC Interim Commitments or the Swing Line SublimitAggregate WC Commitments, as applicable, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess. Such reductions shall be applied pro rata to the WC Commitment, WC Interim Commitment or Revolver Commitment of each Lender, as applicable, according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Revolver Commitments; provided that, if a FILO Tranche is outstandingAggregate WC Interim Commitment or Aggregate WC Commitments, such reductions may be applied first to such FILO Tranche so long as the Borrowers case may be, shall be in pro forma compliance with paid on the Payment Conditionseffective date of such termination.

Termination or Reduction of Commitments. (a) The Borrowers may, upon irrevocable notice from the Lead Borrower Company to the Administrative Agent, terminate the Aggregate Commitments, the Letter of Credit Sublimit, the Financial Letter of Credit Sublimit or the Swing Line Sublimit Sublimit, or from time to time permanently reduce the Aggregate Commitments, the Letter of Credit Sublimit, the Financial Letter of Credit Sublimit or the Swing Line Sublimit; provided that (ia) any such notice shall be received by the Administrative Agent not later than 11:00 9:00 a.m. five Business Days prior to the date of termination or reduction, (iib) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iiic) the Borrowers shall not terminate or reduce (i) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments. If, (ii) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, (iii) the Financial Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Financial Letter of Credit Sublimit or (iv) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit, and (d) if, after giving effect to any termination or reduction of the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Letter of Credit Sublimit or Swing Line Sublimit sublimit shall be automatically reduced by the amount of such excess. To the extent there are any FILO Tranches outstanding at the time of any such reduction or termination of the Aggregate Commitments under this Section 2.06, such reduction or termination shall be applied first to the non-FILO Tranche of Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with the Payment Conditions, in which case such reduction or termination may be applied to such FILO Tranche(s). (b) The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Letter of Credit Sublimit, Financial Letter of Credit Sublimit, Swing Line Sublimit, Sublimit or the Aggregate Commitments under this Section 2.06Commitments. Upon any Any reduction of the Aggregate Commitments, Commitments shall be applied to the Commitment of each Lender shall be reduced by such Lender’s according to its Applicable Percentage Percentage. All fees accrued until the effective date of such reduction amount. If, as a result any termination of such termination or reduction, (i) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, the Borrowers shall contemporaneously with such reduction or termination, Cash Collateralize such excess amount, (ii) the Swing Line Loans hereunder would exceed the Swing Line Sublimit, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess, and (iii) the Revolving Loans or the Swing Line Loans hereunder would exceed the Aggregate Commitments or the Swing Line Sublimit, as applicable, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess. Such reductions shall be applied pro rata paid on the effective date of such termination. Any notice of termination or reduction given pursuant to this Section 2.06 may be conditioned upon the consummation of other financing, and may be rescinded or extended for a reasonable period upon written notice to the Aggregate Commitments; provided that, Administrative Agent if a FILO Tranche such other financing is outstanding, such reductions may be applied first to such FILO Tranche so long as not consummated on the Borrowers shall be in pro forma compliance with the Payment Conditionsanticipated date.

Termination or Reduction of Commitments. (a) The Borrowers may, upon irrevocable notice from by the Lead Borrower Partnership to the Administrative Agent, terminate the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit Sublimit, or from time to time permanently reduce the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. noon five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, thereof and (iii) the Borrowers shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments. If, (B) the Letter of Credit Sublimit if, after giving effect to any reduction thereto, the Outstanding Amount of the Commitments, L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit or (C) the Swing Line Sublimit exceeds if, after giving effect thereto and to any concurrent prepayments hereunder, the amount Outstanding Amount of the Aggregate Commitments, such Letter of Credit Sublimit or Swing Line Sublimit shall be automatically reduced by Loans would exceed the amount of such excessSwing Line Sublimit. To the extent there are any FILO Tranches outstanding at the time of any such reduction or termination of the Aggregate Commitments under this Section 2.06, such reduction or termination shall be applied first to the non-FILO Tranche of Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with the Payment Conditions, in which case such reduction or termination may be applied to such FILO Tranche(s). (b) The Administrative Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, the Swing Line Sublimit, Sublimit or the Aggregate Commitments under this Section 2.06. Upon any reduction of the Aggregate Commitments, the Commitment of each Lender shall be reduced by such Lender’s Applicable Percentage of such reduction amount. If, as a result All fees accrued until the effective date of such any termination or reduction, (i) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, the Borrowers shall contemporaneously with such reduction or termination, Cash Collateralize such excess amount, (ii) the Swing Line Loans hereunder would exceed the Swing Line Sublimit, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess, and (iii) the Revolving Loans or the Swing Line Loans hereunder would exceed the Aggregate Commitments or the Swing Line Sublimit, as applicable, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess. Such reductions shall be applied pro rata to paid on the Aggregate Commitments; provided that, if a FILO Tranche is outstanding, effective date of such reductions may be applied first to such FILO Tranche so long as the Borrowers shall be in pro forma compliance with the Payment Conditionstermination.

Termination or Reduction of Commitments. (a) The Borrowers Company may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate CommitmentsRevolving Credit Commitments of either Class, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Commitments, the Letter Revolving Credit Commitments of Credit Sublimit or the Swing Line Sublimiteither Class; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five three Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers Company shall not terminate or reduce (x) the Aggregate Revolving Credit Commitments of either Class if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Revolving Credit Commitments, (y) the Multicurrency Revolving Credit Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Multicurrency Revolving Credit Outstandings would exceed the Aggregate Multicurrency Revolving Credit Commitments. If, or (z) the US Dollar Revolving Credit Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total US Dollar Revolving Credit Outstandings would exceed the US Dollar Revolving Credit Commitments and (iv) if, after giving effect to any reduction of the Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit Commitments, such Letter of Credit Sublimit or Swing Line Sublimit shall be automatically reduced by the amount of such excess. To excess provided, further that such notice may be revocable if the extent there are any FILO Tranches outstanding at the time of any Company specifies therein that such reduction or termination is contingent upon the consummation of the Aggregate Commitments under this Section 2.06, such reduction or termination shall be applied first to the non-FILO Tranche of Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with the Payment Conditions, in which case such reduction or termination may be applied to such FILO Tranche(s). (b) an anticipated transaction. The Administrative Agent will promptly notify the Revolving Credit Lenders of the applicable Class of any such notice of termination or reduction of the Revolving Credit Commitments. The amount of any such Revolving Credit Commitment reduction shall not be applied to the Letter of Credit Sublimit, Swing Line Sublimit, Sublimit unless otherwise specified by the Company or otherwise required by the Aggregate Commitments under this Section 2.06preceding sentence. Upon any Any reduction of the Aggregate Commitments, Revolving Credit Commitments of any Class shall be applied to the Commitment of each Revolving Credit Lender of such Class according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Revolving Credit Commitments of any Class shall be reduced by such Lender’s Applicable Percentage paid on the effective date of such reduction amount. If, as a result of such termination or reduction, (i) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, the Borrowers shall contemporaneously with such reduction or termination, Cash Collateralize such excess amount, (ii) the Swing Line Loans hereunder would exceed the Swing Line Sublimit, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess, and (iii) the Revolving Loans or the Swing Line Loans hereunder would exceed the Aggregate Commitments or the Swing Line Sublimit, as applicable, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess. Such reductions shall be applied pro rata to the Aggregate Commitments; provided that, if a FILO Tranche is outstanding, such reductions may be applied first to such FILO Tranche so long as the Borrowers shall be in pro forma compliance with the Payment Conditions.

Termination or Reduction of Commitments. (a) The Borrowers Borrower may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit Sublimit, or from time to time permanently reduce the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers Borrower shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments. If, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit, and (iv) if, after giving effect to any reduction of the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Letter of Credit Sublimit or Swing Line Sublimit shall be automatically reduced by the amount of such excess. To the extent there are any FILO Tranches outstanding at the time of any such reduction or termination of the Aggregate Commitments under this Section 2.06, such reduction or termination shall be applied first to the non-FILO Tranche of Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with the Payment Conditions, in which case such reduction or termination may be applied to such FILO Tranche(s). (b) The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit, or the Aggregate Commitments under this Section 2.06. Upon any reduction of the Aggregate Commitments, the Commitment of each Lender shall be reduced by such Lender’s Applicable Percentage of such reduction amount. If, as a result of such termination or reduction, (i) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, the Borrowers shall contemporaneously with such reduction or termination, Cash Collateralize such excess amount, (ii) the Swing Line Loans hereunder would exceed the Swing Line Sublimit, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess, and (iii) the Revolving Loans or the Swing Line Loans hereunder would exceed the Aggregate Commitments Sublimit or the Swing Line Sublimit, as applicable, . Any reduction of the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess. Such reductions Aggregate Commitments shall be applied pro rata to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments; provided that, if a FILO Tranche is outstanding, such reductions may be applied first to such FILO Tranche so long as the Borrowers Commitments shall be in pro forma compliance with paid on the Payment Conditionseffective date of such termination.

Termination or Reduction of Commitments. (a) The Borrowers Borrower may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Revolving Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Revolving Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers Borrower shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments. If, and (iv) if, after giving effect to any reduction of the Aggregate Revolving Commitments, the Alternative Currency Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Commitments, such Letter of Credit Sublimit or Swing Line Sublimit sublimit shall be automatically reduced by the amount of such excess. To the extent there are any FILO Tranches outstanding at the time of any such reduction or termination of the Aggregate Commitments under this Section 2.06, such reduction or termination shall be applied first to the non-FILO Tranche of Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with the Payment Conditions, in which case such reduction or termination may be applied to such FILO Tranche(s). (b) The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Revolving Commitments. Subject to clause (iv) of the proviso to the first sentence in this Section 2.07, the amount of any such Aggregate Revolving Commitment reduction shall not be applied to the Alternative Currency Sublimit, the Letter of Credit Sublimit, Sublimit or the Swing Line Sublimit, or Sublimit unless otherwise specified by the Aggregate Commitments under this Section 2.06Borrower. Upon any Any reduction of the Aggregate Commitments, Revolving Commitments shall be applied to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Revolving Commitments shall be reduced by such Lender’s Applicable Percentage paid on the effective date of such reduction amount. If, as a result of such termination or reduction, termination. (ib) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, the Borrowers shall contemporaneously with such reduction or termination, Cash Collateralize such excess amount, [Reserved]. (iic) the Swing Line Loans hereunder would exceed the Swing Line Sublimit, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess, and [Reserved]. (iiid) the Revolving Loans or the Swing Line Loans hereunder would exceed the Aggregate The aggregate Term A Loan Commitments or the Swing Line Sublimit, as applicable, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess. Such reductions shall be applied pro rata automatically permanently reduced to zero on the Aggregate Commitments; provided that, if a FILO Tranche is outstanding, such reductions may be applied first to such FILO Tranche so long as date of the Borrowers Borrowing of Term A Loans. (e) The aggregate Delayed Draw Term A Loan Commitments shall be in pro forma compliance with automatically permanently reduced to zero on the Payment ConditionsDelayed Draw Term A Loan Termination Date. (f) The aggregate Term B Loan Commitments shall be automatically permanently reduced to zero on the date of the Borrowing of Term B Loans.

Termination or Reduction of Commitments. (a) The Borrowers may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments. , (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, and (C) the Swing Line Sublimit if, after giving effect thereto, and to any concurrent payments hereunder, the Outstanding Amount of Swing Line Loans hereunder would exceed the Swing Line Sublimit. (b) If, after giving effect to any reduction of the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Letter of Credit Sublimit or Swing Line Sublimit shall be automatically reduced by the amount of such excess. To the extent there are any FILO Tranches outstanding at the time of any such reduction or termination of the Aggregate Commitments under this Section 2.06, such reduction or termination shall be applied first to the non-FILO Tranche of Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with the Payment Conditions, in which case such reduction or termination may be applied to such FILO Tranche(s). (bc) The Administrative Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit, Sublimit or the Aggregate Commitments under this Section 2.06. Upon any reduction of the Aggregate Commitments, the Commitment of each Lender shall be reduced by such Lender’s Applicable Percentage of such reduction amount. IfAll fees (including, as a result of such termination or reductionwithout limitation, (i) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the commitment fees, Early Termination Fees, and Letter of Credit Sublimit, the Borrowers shall contemporaneously with such reduction or termination, Cash Collateralize such excess amount, (iiFees) the Swing Line Loans hereunder would exceed the Swing Line Sublimit, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess, and (iii) the Revolving Loans or the Swing Line Loans hereunder would exceed interest in respect of the Aggregate Commitments or accrued until the Swing Line Sublimit, as applicable, effective date of any termination of the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess. Such reductions Aggregate Commitments shall be applied pro rata to paid on the Aggregate Commitments; provided that, if a FILO Tranche is outstanding, effective date of such reductions may be applied first to such FILO Tranche so long as the Borrowers shall be in pro forma compliance with the Payment Conditionstermination.

Termination or Reduction of Commitments. (a) The Borrowers mayEach Borrower shall have --------------------------------------- the right, upon irrevocable not less than three Business Days' notice from the Lead Borrower to the Administrative Agent, to terminate all Commitments with respect to such Borrower. Any termination of all Commitments to a Borrower shall be accompanied by prepayment in full of the Aggregate CommitmentsLoans to such Borrower then outstanding, the Letter and payment of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Commitments, the Letter such Borrower's Allocation of Credit Sublimit or the Swing Line Sublimit; provided that (i) any accrued Commitment Fees payable by such notice shall be received by the Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, Borrower hereunder and (ii) any other accrued fees, expenses or indemnified liabilities payable by such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments Borrower hereunder, the Total Outstandings would exceed the Aggregate Commitments. If, after giving effect to any reduction of the Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the The amount of the Aggregate CommitmentsCommitment shall not be affected by any Borrower's termination. Prior to such termination, such Letter of Credit Sublimit or Swing Line Sublimit the Funds shall be automatically reduced by notify the amount of such excess. To Administrative Agent in writing as to the extent there are any FILO Tranches outstanding at the time of any such reduction or termination Allocations of the Aggregate Commitments under this Section 2.06remaining Borrowers, such reduction or termination shall be applied first to effective as of the non-FILO Tranche of Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with the Payment Conditions, in which case such reduction or termination may be applied to such FILO Tranche(s)termination. (b) The Agent will promptly notify Interest accrued on the Lenders amount of any prepayment relating to such termination and any unpaid Commitment Fee accrued hereunder shall be paid on the date of such termination. (c) Upon the effective date of such termination, the terminating Borrower shall no longer be obligated to pay Commitment Fees hereunder or reduction any share of the Letter of Credit Sublimitany other fees, Swing Line Sublimitexpenses, or indemnified liabilities that may accrue thereafter (except in connection with indemnification obligations with respect to events arising prior to such termination, payment for which is not sought by the Aggregate Commitments under this Section 2.06. Upon any reduction of indemnified party until after such termination), and such payment obligations accruing after the Aggregate Commitments, the Commitment of each Lender shall be reduced by such Lender’s Applicable Percentage of such reduction amount. If, as a result date of such termination or reductionshall be allocated among the remaining Borrowers. (d) The Borrowers shall have the right, (i) upon not less than three Business Days' notice to the Outstanding Amount Administrative Agent, to reduce irrevocably the Commitments of L/C Obligations not fully Cash Collateralized hereunder would the Lenders with respect to all Borrowers. Any such reduction shall be accompanied by prepayment in full of any amount by which the Loans exceed the Letter of Credit Sublimitreduced Commitments then outstanding. Prior to such reduction becoming effective, the Borrowers Funds shall contemporaneously with such reduction or termination, Cash Collateralize such excess amount, (ii) notify the Swing Line Loans hereunder would exceed the Swing Line Sublimit, the Borrowers shall contemporaneously with such reduction or termination, pay the Administrative Agent an amount equal to such excess, and (iii) the Revolving Loans or the Swing Line Loans hereunder would exceed the Aggregate Commitments or the Swing Line Sublimit, in writing as applicable, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess. Such reductions shall be applied pro rata to the Aggregate Commitments; provided thatAllocations of the Borrowers, if a FILO Tranche is outstanding, such reductions may be applied first to such FILO Tranche so long effective as of the Borrowers shall be in pro forma compliance with the Payment Conditionsreduction.

Termination or Reduction of Commitments. (a) The Borrowers Revolving Borrower may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers Revolving Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments. If, and (iv) if, after giving effect to any reduction of the Aggregate Commitments, the Letter of Credit Sublimit or Sublimit, the Swing Line Sublimit, the New Vehicle Swing Line Sublimit or any Within Line Limitation exceeds the amount of the Aggregate Commitments, such Letter of Credit Sublimit sublimit or Swing Within Line Sublimit Limitation shall be automatically reduced by the amount of such excess. To the extent there are any FILO Tranches outstanding at the time of any such reduction or termination of the Aggregate Commitments under this Section 2.06, such reduction or termination shall be applied first to the non-FILO Tranche of Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with the Payment Conditions, in which case such reduction or termination may be applied to such FILO Tranche(s). (b) The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit, or the Aggregate Commitments under this Section 2.06Commitments. Upon any Any reduction of the Aggregate Commitments, Commitments shall be applied to the Commitment of each Lender shall be reduced by such Lender’s according to its Applicable Percentage Percentage. All fees accrued until the effective date of such reduction amount. If, as a result any termination of such termination or reduction, (i) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, the Borrowers shall contemporaneously with such reduction or termination, Cash Collateralize such excess amount, (ii) the Swing Line Loans hereunder would exceed the Swing Line Sublimit, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess, and (iii) the Revolving Loans or the Swing Line Loans hereunder would exceed the Aggregate Commitments or shall be paid on the Swing Line Sublimit, as applicableeffective date of such termination. Notwithstanding the foregoing, the Borrowers Revolving Borrower may rescind or postpone any notice of termination of any Commitments if such termination would have resulted from a refinancing of all or a portion of the Commitments hereunder, which refinancing shall contemporaneously with such reduction not be consummated or termination, pay the Agent an amount equal to such excess. Such reductions shall otherwise be applied pro rata to the Aggregate Commitments; provided that, if a FILO Tranche is outstanding, such reductions may be applied first to such FILO Tranche so long as the Borrowers shall be in pro forma compliance with the Payment Conditionsdelayed.

Termination or Reduction of Commitments. (a) Unless previously terminated, the Revolving Commitments will terminate on the Revolving Maturity Date. (b) The Borrowers may, upon irrevocable notice from by the Lead Parent Borrower to the Administrative Agent, terminate the Aggregate Revolving Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Revolving Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five 12:00 Noon three (3) Business Days prior to the date of termination or reductionreduction (or such shorter period as the Administrative Agent may reasonably agree), (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrowers Borrower shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, (A) the Total Revolving Outstandings would exceed the Aggregate Commitments. If, after giving effect to any reduction of the Revolving Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Letter of Credit Sublimit or Swing Line Sublimit shall be automatically reduced by the amount of such excess. To the extent there are any FILO Tranches outstanding at the time of any such reduction or termination of the Aggregate Commitments under this Section 2.06, such reduction or termination shall be applied first to the non-FILO Tranche of Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with the Payment Conditions, in which case such reduction or termination may be applied to such FILO Tranche(s). (b) The Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit, or the Aggregate Commitments under this Section 2.06. Upon any reduction of the Aggregate Commitments, the Commitment of each Lender shall be reduced by such Lender’s Applicable Percentage of such reduction amount. If, as a result of such termination or reduction, (iB) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder all Letters of Credit would exceed the Letter of Credit Sublimit, the Borrowers shall contemporaneously with such reduction or termination, Cash Collateralize such excess amount, (iiC) the Outstanding Amount of all Swing Line Loans hereunder would exceed the Swing Line Sublimit, Sublimit or (D) the Borrowers shall contemporaneously with such reduction or termination, pay the Agent Outstanding Amount of all Revolving Committed Loans denominated in Alternative Currencies exceeds an amount equal to the Alternative Currency Sublimit. Each notice of termination shall specify such excess, election to terminate and (iii) the effective date thereof. The Administrative Agent will promptly notify the Revolving Loans Lenders of any such notice of termination or reduction of the Aggregate Revolving Commitments. The amount of any such Aggregate Revolving Commitment reduction shall not be applied to the Alternative Currency Sublimit or the Swing Line Loans hereunder would exceed Letter of Credit Sublimit unless otherwise specified by the Parent Borrower. Any reduction of the Aggregate Revolving Commitments or the Swing Line Sublimit, as applicable, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess. Such reductions shall be applied pro rata to the Revolving Commitment of each Revolving Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments; provided that, if a FILO Tranche Revolving Commitments shall be paid on the effective date of such termination. A notice delivered by the Parent Borrower pursuant to this Section 2.07 may state that such notice is outstandingconditioned upon an event, such reductions as the effectiveness of other credit facilities, the receipt of proceeds from the issuance of Equity Interests or other Indebtedness or the receipt of proceeds from a Disposition, in which case such notice may be applied first revoked by the Parent Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such FILO Tranche so long as the Borrowers shall be in pro forma compliance with the Payment Conditionscondition is not satisfied.

Termination or Reduction of Commitments. (a) The Borrowers mayBorrower shall have the right, upon irrevocable not less than three Business Days' notice from the Lead Borrower to the Administrative Agent, to terminate the Aggregate CommitmentsRevolving Commitments or, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently time, to reduce the Aggregate amount of the Revolving Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any no such notice termination or reduction of Revolving Commitments shall be received by the Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers shall not terminate or reduce the Aggregate Commitments permitted if, after giving effect thereto and to any concurrent prepayments hereunderof the Revolving Loans and Swingline Loans made on the effective date thereof, the Total Outstandings Revolving Extensions of Credit would exceed the Aggregate Total Revolving Commitments. If, after giving effect to any Any such partial reduction of the Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Letter of Credit Sublimit or Swing Line Sublimit shall be automatically reduced by the amount of such excess. To the extent there are any FILO Tranches outstanding at the time of any such reduction or termination of the Aggregate Commitments under this Section 2.06, such reduction or termination shall be applied first to the non-FILO Tranche of Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with an amount equal to $1,000,000, or a whole multiple thereof, and shall reduce permanently the Payment Conditions, Revolving Commitments then in which case such reduction or termination may be applied to such FILO Tranche(s)effect. (b) The Agent will promptly notify Borrower shall have the Lenders right, upon not less than three Business Days' notice to the Administrative Agent, to terminate the Tranche A Commitments or, from time to time, to reduce the amount of any the Tranche A Commitments; provided that no such termination or reduction of Tranche A Commitments shall be permitted if, after giving effect thereto and to any prepayments of the Letter Tranche A Loans made on the effective date thereof, the Total Tranche A Extensions of Credit Sublimit, Swing Line Sublimit, or the Aggregate Commitments under this Section 2.06. Upon any reduction of the Aggregate Commitments, the Commitment of each Lender shall be reduced by such Lender’s Applicable Percentage of such reduction amount. If, as a result of such termination or reduction, (i) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, the Borrowers aggregate Tranche A Commitments. Any such partial reduction shall contemporaneously with such reduction or termination, Cash Collateralize such excess amount, (ii) the Swing Line Loans hereunder would exceed the Swing Line Sublimit, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent be in an amount equal to such excess$1,000,000, or a whole multiple thereof, and (iii) shall reduce permanently the Revolving Loans or Tranche A Commitments then in effect. Notwithstanding the Swing Line Loans hereunder would exceed the Aggregate Commitments or the Swing Line Sublimit, as applicableforegoing, the Borrowers Tranche A Commitments shall contemporaneously with be automatically and permanently reduced on a dollar-for-dollar basis upon the cancellation, termination or expiration without renewal of each Tranche A Letter of Credit or any portion of the face amount thereof. (c) The Borrower shall have the right, upon not less than three Business Days' notice to the Administrative Agent, to terminate the Term Loan Commitments or, from time to time, to reduce the amount of the Term Loan Commitments. Any such partial reduction or termination, pay the Agent shall be in an amount equal to such excess. Such reductions $1,000,000, or a whole multiple thereof, and shall be applied pro rata to reduce permanently the Aggregate Commitments; provided that, if a FILO Tranche is outstanding, such reductions may be applied first to such FILO Tranche so long as the Borrowers shall be Term Loan Commitments then in pro forma compliance with the Payment Conditionseffect.

Termination or Reduction of Commitments. (a) The Borrowers Unless terminated earlier pursuant to subsection (b) below, the Commitments shall be automatically and permanently reduced to zero on the Maturity Date. (b) Following the Closing Date, the Borrower may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 10:00 a.m. five three Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings aggregate amount of the Lenders’ Revolving Credit Exposures would exceed the Aggregate Commitments. If, and (iv) if, after giving effect to any reduction of the Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such the Letter of Credit Sublimit or Swing Line Sublimit shall be automatically reduced by the amount of such excess. To the extent there are any FILO Tranches outstanding at the time ; provided, further, that a notice of any such termination or reduction or termination of the Aggregate Commitments under this Section 2.06, delivered may state that such reduction notice is conditioned upon the effectiveness of other credit facilities or termination shall be applied first to the non-FILO Tranche receipt of Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with proceeds from the Payment Conditionsissuance of other Indebtedness or the occurrence of some other identifiable event or condition, in which case such reduction or termination notice may be applied revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date of termination or reduction) if such FILO Tranche(s). (b) condition is not satisfied. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Commitments. The amount of any such Commitment reduction shall not be applied to the Letter of Credit Sublimit, Swing Line Sublimit, Sublimit unless otherwise specified by the Borrower or unless required by proviso (iv) of the Aggregate Commitments under this Section 2.06preceding sentence. Upon any Any reduction of the Aggregate Commitments, Commitments shall be applied to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Commitments shall be reduced by such Lender’s Applicable Percentage paid on the effective date of such reduction amount. If, as a result of such termination or reduction, (i) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, the Borrowers shall contemporaneously with such reduction or termination, Cash Collateralize such excess amount, (ii) the Swing Line Loans hereunder would exceed the Swing Line Sublimit, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess, and (iii) the Revolving Loans or the Swing Line Loans hereunder would exceed the Aggregate Commitments or the Swing Line Sublimit, as applicable, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess. Such reductions shall be applied pro rata to the Aggregate Commitments; provided that, if a FILO Tranche is outstanding, such reductions may be applied first to such FILO Tranche so long as the Borrowers shall be in pro forma compliance with the Payment Conditions.

Termination or Reduction of Commitments. (a) The Borrowers may, upon irrevocable notice from the Lead Borrower to the Agent, terminate the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 1,000,000 or any whole multiple of $1,000,000 500,000 in excess thereof, (iii) the Borrowers shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments. , (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, and (C) the Swing Line Sublimit if, after giving effect thereto, and to any concurrent payments hereunder, the Outstanding Amount of Swing Line Loans hereunder would exceed the Swing Line Sublimit. (b) If, after giving effect to any reduction of the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Letter of Credit Sublimit or Swing Line Sublimit shall be automatically reduced by the amount of such excess. To the extent there are any FILO Tranches outstanding at the time of any such reduction or termination of the Aggregate Commitments under this Section 2.06, such reduction or termination shall be applied first to the non-FILO Tranche of Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with the Payment Conditions, in which case such reduction or termination may be applied to such FILO Tranche(s). (bc) The Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit, Sublimit or the Aggregate Commitments under this Section 2.06. Upon any reduction of the Aggregate Commitments, the Commitment of each Lender shall be reduced by such Lender’s Applicable Percentage of such reduction amount. IfAll fees (including, as a result of such termination or reductionwithout limitation, (i) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the commitment fees and Letter of Credit Sublimit, the Borrowers shall contemporaneously with such reduction or termination, Cash Collateralize such excess amount, (iiFees) the Swing Line Loans hereunder would exceed the Swing Line Sublimit, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess, and (iii) the Revolving Loans or the Swing Line Loans hereunder would exceed interest in respect of the Aggregate Commitments or accrued until the Swing Line Sublimit, as applicable, effective date of any termination of the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess. Such reductions Aggregate Commitments shall be applied pro rata to paid on the Aggregate Commitments; provided that, if a FILO Tranche is outstanding, effective date of such reductions may be applied first to such FILO Tranche so long as the Borrowers shall be in pro forma compliance with the Payment Conditionstermination.

Termination or Reduction of Commitments. (a) The Borrowers Borrower may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Revolving Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Revolving Commitments; provided, that, except as otherwise agreed by the Letter of Credit Sublimit or the Swing Line Sublimit; provided that Administrative Agent in its sole discretion, (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five three (3) Business Days prior to the date of such termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers Borrower shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments. If, and (iv) if, after giving effect to any reduction of the Aggregate Revolving Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Commitments, such the Letter of Credit Sublimit or the Swing Line Sublimit Sublimit, as applicable, shall be automatically reduced by the amount of such excess. To The Administrative Agent will promptly notify the extent there are any FILO Tranches outstanding at the time Revolving Lenders of any such notice of termination or reduction or termination of the Aggregate Commitments under Revolving Commitments. Any notice delivered by the Borrower pursuant to this Section 2.06, 2.06(a) may state that such reduction or termination shall be applied first to notice is conditioned upon the non-FILO Tranche effectiveness of Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with the Payment Conditionsother transactions, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any reduction or termination may of the Aggregate Revolving Commitments shall be applied to the Revolving Commitment of each Revolving Lender according to its Applicable Revolving Percentage. All fees accrued until the effective date of any termination of the Aggregate Revolving Commitments shall be paid on the effective date of such FILO Tranche(s)termination. (b) The Agent will promptly notify aggregate Term Commitments shall be automatically and permanently reduced to zero upon the Lenders of any termination or reduction funding of the Letter of Credit Sublimit, Swing Line Sublimit, or Term Loans on the Aggregate Commitments under this Section 2.06. Upon any reduction of the Aggregate Commitments, the Commitment of each Lender shall be reduced by such Lender’s Applicable Percentage of such reduction amount. If, as a result of such termination or reduction, (i) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, the Borrowers shall contemporaneously with such reduction or termination, Cash Collateralize such excess amount, (ii) the Swing Line Loans hereunder would exceed the Swing Line Sublimit, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess, and (iii) the Revolving Loans or the Swing Line Loans hereunder would exceed the Aggregate Commitments or the Swing Line Sublimit, as applicable, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess. Such reductions shall be applied pro rata to the Aggregate Commitments; provided that, if a FILO Tranche is outstanding, such reductions may be applied first to such FILO Tranche so long as the Borrowers shall be in pro forma compliance with the Payment ConditionsClosing Date.

Termination or Reduction of Commitments. (a) The Borrowers may, upon irrevocable written notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. 12:00 noon five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) after giving effect to any partial reduction of the Aggregate Commitments, the remaining Aggregate Commitments shall be greater than or equal to $25,000,000, (iv) the Borrowers shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the lesser of (x) the Aggregate Commitments. IfCommitments then in effect and (y) the Borrowing Base Amount at such time, (v) if, after giving effect to any reduction of the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Letter of Credit Sublimit or the Swing Line Sublimit shall be automatically reduced by the amount of such excess. To excess and (vi) the extent there are Borrowers shall, jointly and severally, pay any FILO Tranches outstanding at the time amounts required to be paid under Section 3.05 resulting from any prepayment of Revolving Credit Loans made in connection with such termination or reduction of Commitments; provided further, that any such reduction or notice delivered in connection with a termination in full of the Aggregate Commitments under this Section 2.06Commitments, due to a refinancing of the Loans with the proceeds of such reduction or refinancing, may be, if expressly so stated to be, contingent upon the consummation of such refinancing (any such contingent termination shall notice being referred to herein as a “Contingent Commitment Termination Notice”) and may be applied first to the non-FILO Tranche of Revolving Loans on a pro-rata basis unless revoked by the Borrowers shall in the event such refinancing is not consummated (and the Borrowers shall, jointly and severally, pay any amounts required to be in pro forma compliance with the Payment Conditions, in which case paid under Section 3.05 resulting from any such reduction or termination may be applied to revocation of such FILO Tranche(snotice). (b) . The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit, or the Aggregate Commitments under this Section 2.06Commitments. Upon any Any reduction of the Aggregate Commitments, Commitments shall be applied to the Commitment of each Lender shall be reduced by such Lender’s according to its Applicable Percentage Percentage. All fees accrued until the effective date of such reduction amount. If, as a result any termination of such termination or reduction, (i) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, the Borrowers shall contemporaneously with such reduction or termination, Cash Collateralize such excess amount, (ii) the Swing Line Loans hereunder would exceed the Swing Line Sublimit, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess, and (iii) the Revolving Loans or the Swing Line Loans hereunder would exceed the Aggregate Commitments or the Swing Line Sublimit, as applicable, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess. Such reductions shall be applied pro rata to paid on the Aggregate Commitments; provided that, if a FILO Tranche is outstanding, effective date of such reductions may be applied first to such FILO Tranche so long as the Borrowers shall be in pro forma compliance with the Payment Conditionstermination.

Termination or Reduction of Commitments. (a) The Borrowers Company may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (ia) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (iib) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iiic) the Borrowers Company shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments. If, and (d) if, after giving effect to any reduction of the CommitmentsAggregate Commitments (plus any Cash Collateralization of the L/C Obligations hereunder), the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate CommitmentsCommitments (plus any Cash Collateralization of the L/C Obligations hereunder), such Letter of Credit Sublimit or Swing Line Sublimit sublimit shall be automatically reduced by the amount of such excess. To the extent there are any FILO Tranches outstanding at the time of any such reduction or termination of the Aggregate Commitments under this Section 2.06, such reduction or termination shall be applied first to the non-FILO Tranche of Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with the Payment Conditions, in which case such reduction or termination may be applied to such FILO Tranche(s). (b) The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Letter of Credit Sublimit, Swing Line Swingline Sublimit, or the Aggregate Commitments under Commitments. Any notice delivered by the Company pursuant to this Section 2.062.06 may state that such notice is conditioned upon the effectiveness of one or more events specified therein, in which case such notice may be revoked by the Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Upon any Any reduction of the Aggregate Commitments, Commitments shall be applied to the Commitment of each Lender shall be reduced by such Lender’s according to its Applicable Percentage Percentage. All fees accrued until the effective date of such reduction amount. If, as a result any termination of such termination or reduction, (i) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, the Borrowers shall contemporaneously with such reduction or termination, Cash Collateralize such excess amount, (ii) the Swing Line Loans hereunder would exceed the Swing Line Sublimit, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess, and (iii) the Revolving Loans or the Swing Line Loans hereunder would exceed the Aggregate Commitments or shall be paid on the Swing Line Sublimit, as applicableeffective date of such termination. On the Full Availability Expiration Date, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess. Such reductions Aggregate Commitments shall be applied pro rata automatically reduced by $1,250,000,000, which reduction shall be allocated to reduce each Lender’s Commitment ratably in accordance with the Aggregate Lenders’ respective Commitments; provided thatthat for the avoidance of doubt, if a FILO Tranche is outstanding, no such reductions may be applied first to such FILO Tranche so long as reduction shall reduce or otherwise affect the Borrowers shall be in pro forma compliance with the Payment ConditionsInterim Availability.

Termination or Reduction of Commitments. (a) The Borrowers Borrower may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Commitments, the Letter of Credit Sublimit in any such case, without any premium or the Swing Line Sublimitpenalty; provided that provided, however, that: (ia) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five three (3) Business Days prior to the date of termination or reduction, ; (iib) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, ; (iiic) the Borrowers Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments. If; and (d) if, after giving effect to any reduction of the Aggregate Commitments, the Letter of Credit Sublimit or and/or the Swing Line Swingline Sublimit exceeds the amount of the Aggregate Commitments, such Letter of Credit Sublimit or Swing Line and/or such Swingline Sublimit shall be automatically reduced by the amount of such excess. To the extent there are any FILO Tranches outstanding at the time The amount of any such reduction or termination of the Aggregate Commitments under this Section 2.06, such reduction or termination shall be applied first to the non-FILO Tranche of Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with the Payment Conditions, in which case such reduction or termination may not otherwise be applied to such FILO Tranche(s). (b) the Letter of Credit Sublimit or the Swingline Sublimit unless specified by the Borrower. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit, or the Aggregate Commitments under this Section 2.06Commitments. Upon any Any reduction of the Aggregate Commitments, Commitments shall be applied to the Commitment of each Lender shall be reduced by such Lender’s according to its Applicable Percentage Percentage. All fees accrued until the effective date of such reduction amount. If, as a result any termination of such termination or reduction, (i) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, the Borrowers shall contemporaneously with such reduction or termination, Cash Collateralize such excess amount, (ii) the Swing Line Loans hereunder would exceed the Swing Line Sublimit, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess, and (iii) the Revolving Loans or the Swing Line Loans hereunder would exceed the Aggregate Commitments or shall be paid on the Swing Line Sublimit, as applicableeffective date of such termination. Notwithstanding the foregoing, the Borrowers shall contemporaneously with such reduction Borrower may rescind or termination, pay the Agent an amount equal to such excess. Such reductions shall be applied pro rata to postpone any notice of termination of the Aggregate Commitments; provided that, Commitments if a FILO Tranche such termination would have been effected in connection with any refinancing of the Obligations and such refinancing is outstanding, such reductions may be applied first to such FILO Tranche so long as the Borrowers shall be in pro forma compliance with the Payment Conditionsnot consummated or is otherwise delayed.

Termination or Reduction of Commitments. (a) The Borrowers Borrower may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Revolving Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Revolving Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers Borrower shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments. If, and (iv) if, after giving effect to any reduction of the Revolving Commitments, the Alternative Currency Sublimit, the Letter of Credit Sublimit Sublimit, or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Commitments, such Letter of Credit Sublimit or Swing Line Sublimit shall be automatically reduced by the amount of any such excess. To The Administrative Agent will promptly notify the extent there are any FILO Tranches outstanding at the time Revolving Lenders of any such notice of termination or reduction of the Revolving Commitments. The amount of any such Revolving Commitment reduction shall not be applied to the Alternative Currency Sublimit or termination the Letter of Credit Sublimit unless otherwise specified by the Borrower. Any reduction of the Aggregate Commitments under this Section 2.06, such reduction or termination shall be applied first to the non-FILO Tranche Revolving Commitment of each Revolving Loans on a pro-rata basis unless Lender according to its Applicable Percentage. All fees accrued until the Borrowers effective date of any termination of the Revolving Commitments shall be in pro forma compliance with paid on the Payment Conditions, in which case effective date of such reduction or termination may be applied to such FILO Tranche(s)termination. (b) The Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit, or the Aggregate Commitments under this Section 2.06. Upon any reduction of the Aggregate Commitments, the Term Commitment of each Term Lender as set forth in Schedule 2.01 as of the date hereof shall be automatically and permanently reduced by the amount of the Term Loan made by such Lender’s Applicable Percentage Term Lender on the Closing Date. (c) The Term Commitment of such reduction amount. If, each Term Lender as a result set forth on any supplement to Schedule 2.01 delivered by the Administrative Agent pursuant to Section 2.15(d) in respect of such termination or reduction, (i) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, the Borrowers shall contemporaneously with such reduction or termination, Cash Collateralize such excess amount, (ii) the Swing Line Loans hereunder would exceed the Swing Line Sublimit, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess, and (iii) the Revolving Loans or the Swing Line Loans hereunder would exceed the Aggregate Commitments or the Swing Line Sublimit, as applicable, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess. Such reductions any Term Commitment Increase Effective Date shall be applied pro rata to automatically and permanently reduced by the Aggregate Commitments; provided that, if a FILO Tranche is outstanding, amount of the Incremental Term Loan made by such reductions may be applied first to Term Lender on such FILO Tranche so long as the Borrowers shall be in pro forma compliance with the Payment ConditionsTerm Commitment Increase Effective Date.

Termination or Reduction of Commitments. (a) The Borrowers mayCompany shall have the right, upon irrevocable not less than three Business Days' notice from the Lead Borrower to the Administrative Agent, to terminate the Aggregate Commitments364-Day Revolving Commitments or Three-Year Revolving Commitments or, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently time, to reduce the Aggregate amount of the 364-Day Revolving Commitments or Three-Year Revolving Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (ia) any no such notice termination or reduction of 364-Day Revolving Commitments shall be received by the Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers shall not terminate or reduce the Aggregate Commitments permitted if, after giving effect thereto and to any concurrent prepayments hereunderof the 364-Day Revolving Loans made on the effective date thereof, the Total Outstandings 364-Day Revolving Extensions of Credit would exceed the Aggregate Commitments. IfTotal 364-Day Revolving Commitments and (b) no such termination or reduction of Three-Year Revolving Commitments shall be permitted if, after giving effect thereto and to any reduction prepayments of the CommitmentsThree-Year Revolving Loans, Swingline Loans and Foreign Currency Loans made on the effective date thereof, the Letter Total Three-Year Revolving Extensions of Credit Sublimit or would exceed the Swing Line Sublimit exceeds the amount of the Aggregate Total Three-Year Revolving Commitments, such Letter of Credit Sublimit or Swing Line Sublimit shall be automatically reduced by the amount of such excess. To the extent there are any FILO Tranches outstanding at the time of any Any such reduction or termination of the Aggregate Commitments under this Section 2.06, such reduction or termination shall be applied first to the non-FILO Tranche of Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with an amount equal to $10,000,000, or a whole multiple thereof, and shall reduce permanently the Payment Conditions364-Day Revolving Commitments and the Three-Year Revolving Commitments, as the case may be, then in which case such reduction or termination may be applied to such FILO Tranche(s)effect. (b) The Agent will promptly notify If on any date the Lenders of Company or any termination Restricted Subsidiary shall receive Net Cash Proceeds from any Disposition pursuant to Section 7.5(f) (unless a Reinvestment Notice shall be delivered in respect thereof) or Section 7.5(g) (unless such Disposition occurs within 180 days after the Closing Date), then such Net Cash Proceeds shall be applied on such date toward the permanent reduction of the Letter of Credit SublimitThree-Year Revolving Commitments; provided, Swing Line Sublimitthat, or notwithstanding the Aggregate Commitments under this Section 2.06. Upon any foregoing, on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the permanent reduction of the Aggregate Three-Year Revolving Commitments, . Any such reduction of the Commitment of each Lender Three-Year Revolving Commitments shall be reduced accompanied by such Lender’s Applicable Percentage prepayment of the Three-Year Revolving Loans and/or Swingline Loans to the extent, if any, that the Total Three-Year Revolving Extensions of Credit exceed the amount of the Total Three-Year Revolving Commitments as so reduced, provided that if the aggregate principal amount of Three-Year Revolving Loans and Swingline Loans then outstanding is less than the amount of such reduction amount. If, as a result of such termination or reduction, excess (i) the Outstanding Amount of because L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimitconstitute a portion thereof), the Borrowers shall contemporaneously with such reduction or terminationCompany shall, Cash Collateralize such excess amount, (ii) to the Swing Line Loans hereunder would exceed extent of the Swing Line Sublimit, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to balance of such excess, and (iii) the Revolving Loans or the Swing Line Loans hereunder would exceed the Aggregate Commitments or the Swing Line Sublimit, as applicable, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent replace outstanding Letters of Credit and/or deposit an amount equal to such excess. Such reductions shall be applied pro rata in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions satisfactory to the Aggregate Commitments; provided that, if a FILO Tranche is outstanding, such reductions may be applied first to such FILO Tranche so long as the Borrowers shall be in pro forma compliance with the Payment ConditionsAdministrative Agent.

Termination or Reduction of Commitments. (a) The Borrowers may, upon irrevocable notice from the Lead Borrower Parent to the Administrative Agent, terminate the Aggregate CommitmentsCommitments of any Class, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate CommitmentsCommitments of any Class, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i%4) any such notice shall be received by the Administrative Agent not later than 11:00 10:00 a.m. five three (3) Business Days prior to the date of termination or reduction, (ii%4) any such partial reduction shall be in an aggregate amount of $5,000,000 1,000,000 or any whole multiple of $1,000,000 500,000 in excess thereof, (iii%4) the Borrowers shall not terminate or reduce (%5) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments. , (%5) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, and (%5) the Swing Line Sublimit if, after giving effect thereto, and to any concurrent payments hereunder, the Outstanding Amount of Swing Line Loans hereunder would exceed the Swing Line Sublimit. (b) If, after giving effect to any reduction of the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Letter of Credit Sublimit or Swing Line Sublimit shall be automatically reduced by the amount of such excess. To the extent there are any FILO Tranches outstanding at the time of any such reduction or termination of the Aggregate Commitments under this Section 2.06, such reduction or termination shall be applied first to the non-FILO Tranche of Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with the Payment Conditions, in which case such reduction or termination may be applied to such FILO Tranche(s). (bc) The Administrative Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit, Sublimit or the Aggregate Commitments under this Section 2.06. Upon any reduction of the Aggregate Commitments, the Commitment of each Lender shall be reduced by such Lender’s Applicable Percentage of such reduction amount. IfAll fees (including, as a result of such termination or reductionwithout limitation, (i) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the commitment fees and Letter of Credit Sublimit, the Borrowers shall contemporaneously with such reduction or termination, Cash Collateralize such excess amount, (iiFees) the Swing Line Loans hereunder would exceed the Swing Line Sublimit, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess, and (iii) the Revolving Loans or the Swing Line Loans hereunder would exceed interest in respect of the Aggregate Commitments or accrued until the Swing Line Sublimit, as applicable, effective date of any termination of the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess. Such reductions Aggregate Commitments shall be applied pro rata to paid on the Aggregate Commitments; provided that, if a FILO Tranche is outstanding, effective date of such reductions may be applied first to such FILO Tranche so long as the Borrowers shall be in pro forma compliance with the Payment Conditionstermination.

Termination or Reduction of Commitments. (a) The Borrowers mayOn any --------------------------------------- Settlement Date, upon irrevocable the Seller shall have the right to terminate the Commitments or reduce the amount thereof by notice from the Lead Borrower to the Agent, terminate Managing Facility Agent on the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimitpreceding Reporting Date; provided that (i) any no such notice shall be received by the Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall -------- be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers shall not terminate or reduce the Aggregate Commitments permitted if, after giving effect thereto and to any concurrent prepayments hereunderdistributions on account of the Outstanding Purchase Price made on such Settlement Date, the Total Outstandings then Outstanding Purchase Price (exclusive of the interests of Dissenting Purchasers) would exceed the Aggregate CommitmentsCommitments then in effect. If, after giving effect Any such reduction shall be in an amount equal to $50,000,000 or a multiple of $1,000,000 in excess thereof and shall permanently reduce the Commitments then in effect. (b) On each Settlement Date the aggregate Commitment of the Purchasers shall be reduced by increments of $25,000,000 to the extent such reductions shall not exceed an amount equal to (i) the aggregate amount of Specified Resales which occurred prior to or during the related Settlement Period pursuant to clause (x) of subsection 11.24(a) less (ii) the aggregate amount of any prior reduction of the Commitmentsaggregate Commitment of the Purchasers pursuant to this subsection 2.9(b), provided that the first such reduction made -------- after the Amendment Effective Date must be in an aggregate amount equal to $50,000,000 or $25,000,000 increments in excess thereof. (c) If on any date, the Letter Debt Rating shall be equal to or less than BB+, the Seller shall reduce the amount of Credit Sublimit or the Swing Line Sublimit Commitments by an aggregate amount of $200,000,000. Such reduction of the Commitments shall be accompanied by prepayment of the Outstanding Purchase Price to the extent, if any, that the Outstanding Purchase Price exceeds the amount of the Aggregate Commitments, such Letter of Credit Sublimit or Swing Line Sublimit shall be automatically reduced by the amount of such excess. To the extent there are any FILO Tranches outstanding at the time of any such reduction or termination of the Aggregate Commitments under this Section 2.06, such reduction or termination shall be applied first to the non-FILO Tranche of Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with the Payment Conditions, in which case such reduction or termination may be applied to such FILO Tranche(s)as so reduced. (bd) The Agent will promptly notify Each Purchaser's Commitment shall terminate upon the Lenders of any termination or reduction expiration of the Letter of Credit Sublimit, Swing Line Sublimit, or the Aggregate Commitments under this Section 2.06. Upon any reduction of the Aggregate Commitments, the Commitment of each Lender shall be reduced by such Lender’s Applicable Percentage of such reduction amount. If, Revolving Period as a result of such termination or reduction, (i) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, the Borrowers shall contemporaneously with such reduction or termination, Cash Collateralize such excess amount, (ii) the Swing Line Loans hereunder would exceed the Swing Line Sublimit, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess, and (iii) the Revolving Loans or the Swing Line Loans hereunder would exceed the Aggregate Commitments or the Swing Line Sublimit, as applicable, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess. Such reductions shall be applied pro rata to the Aggregate Commitments; provided that, if a FILO Tranche is outstanding, such reductions may be applied first to such FILO Tranche so long as the Borrowers shall be in pro forma compliance with the Payment ConditionsPurchaser.

Termination or Reduction of Commitments. (a) The Borrowers may, upon irrevocable notice from the Lead Borrower to the Agent, terminate the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided provided, that (i) any such notice shall be received by the Agent not later than 11:00 a.m. five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments. , (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, and (C) the Swing Line Sublimit if, after giving effect thereto, and to any concurrent payments hereunder, the Outstanding Amount of Swing Line Loans hereunder would exceed the Swing Line Sublimit. (b) If, after giving effect to any reduction of the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Letter of Credit Sublimit or Swing Line Sublimit shall be automatically reduced by the amount of such excess. To the extent there are any FILO Tranches outstanding at the time of any such reduction or termination of the Aggregate Commitments under this Section 2.06, such reduction or termination shall be applied first to the non-FILO Tranche of Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with the Payment Conditions, in which case such reduction or termination may be applied to such FILO Tranche(s). (bc) The Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit, Sublimit or the Aggregate Commitments under this Section 2.06. Upon any reduction of the Aggregate Commitments, the Commitment of each Lender shall be reduced by such Lender’s Applicable Percentage of such reduction amount. IfAll fees (including, as a result of such termination or reductionwithout limitation, (i) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the commitment fees and Letter of Credit Sublimit, the Borrowers shall contemporaneously with such reduction or termination, Cash Collateralize such excess amount, (iiFees) the Swing Line Loans hereunder would exceed the Swing Line Sublimit, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess, and (iii) the Revolving Loans or the Swing Line Loans hereunder would exceed interest in respect of the Aggregate Commitments or accrued until the Swing Line Sublimit, as applicable, effective date of any termination of the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess. Such reductions Aggregate Commitments shall be applied pro rata to paid on the Aggregate Commitments; provided that, if a FILO Tranche is outstanding, effective date of such reductions may be applied first to such FILO Tranche so long as the Borrowers shall be in pro forma compliance with the Payment Conditionstermination.

Termination or Reduction of Commitments. (a) The Borrowers may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 1,000,000 or any whole multiple of $1,000,000 500,000 in excess thereof, (iii) the Borrowers shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments. , (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, and (C) the Swing Line Sublimit if, after giving effect thereto, and to any concurrent payments hereunder, the Outstanding Amount of Swing Line Loans hereunder would exceed the Swing Line Sublimit, and (iv) the Borrowers shall not reduce the Aggregate Commitments prior to the first anniversary of the Closing Date. (b) If, after giving effect to any reduction of the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Letter of Credit Sublimit or Swing Line Sublimit shall be automatically reduced by the amount of such excess. To the extent there are any FILO Tranches outstanding at the time of any such reduction or termination of the Aggregate Commitments under this Section 2.06, such reduction or termination shall be applied first to the non-FILO Tranche of Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with the Payment Conditions, in which case such reduction or termination may be applied to such FILO Tranche(s). (bc) The Administrative Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit, Sublimit or the Aggregate Commitments under this Section 2.06. Upon any reduction of the Aggregate Commitments, the Commitment of each Lender shall be reduced by such Lender’s Applicable Percentage of such reduction amount. IfAll fees (including, as a result of such termination or reductionwithout limitation, (i) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the commitment fees, Early Termination Fees, and Letter of Credit Sublimit, the Borrowers shall contemporaneously with such reduction or termination, Cash Collateralize such excess amount, (iiFees) the Swing Line Loans hereunder would exceed the Swing Line Sublimit, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess, and (iii) the Revolving Loans or the Swing Line Loans hereunder would exceed interest in respect of the Aggregate Commitments or accrued until the Swing Line Sublimit, as applicable, effective date of any termination of the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess. Such reductions Aggregate Commitments shall be applied pro rata to paid on the Aggregate Commitments; provided that, if a FILO Tranche is outstanding, effective date of such reductions may be applied first to such FILO Tranche so long as the Borrowers shall be in pro forma compliance with the Payment Conditionstermination.

Termination or Reduction of Commitments. (a) The Borrowers Company may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit Commitments or from time to time permanently reduce the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (ia) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (iib) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iiic) any such partial reduction shall be applied to reduce each Sublimit then in effect in a manner that will allow such reduction of the Aggregate Commitments to be applied pro rata across the Commitments of all the Lenders according to their Applicable Percentages with respect to the Aggregate Commitments, as determined by the Company in consultation with the Administrative Agent, (d) the Borrowers Company shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments. If, and (e) if, after giving effect to any reduction of the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate CommitmentsCommitments or, if less, the Company Sublimit, such Letter of Credit Sublimit or Swing Line Sublimit sublimit shall be automatically reduced by the amount of such excess. To the extent there are any FILO Tranches outstanding at the time of any such reduction or termination of the Aggregate Commitments under this Section 2.06, such reduction or termination shall be applied first to the non-FILO Tranche of Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with the Payment Conditions, in which case such reduction or termination may be applied to such FILO Tranche(s). (b) The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments and of the amount of each of the Sublimits after giving effect thereto. The amount of any such Aggregate Commitment reduction shall not reduce the Letter of Credit SublimitSublimit unless otherwise specified by the Company or unless required by proviso (e) of this Section. For the avoidance of doubt and in connection with proviso (c) of this Section, Swing Line Sublimit, or the Aggregate Commitments under this Section 2.06. Upon any reduction of the Aggregate Commitments, Commitments shall be applied to the Commitment of each Lender shall be reduced by such Lender’s according to its Applicable Percentage of such reduction amount. If, as a result of such termination or reduction, (i) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, the Borrowers shall contemporaneously with such reduction or termination, Cash Collateralize such excess amount, (ii) the Swing Line Loans hereunder would exceed the Swing Line Sublimit, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal respect to such excess, and (iii) the Revolving Loans or the Swing Line Loans hereunder would exceed the Aggregate Commitments or (and not with respect to any Designated Borrower Sublimit). All fees accrued until the Swing Line Sublimit, as applicable, effective date of any termination of the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess. Such reductions Aggregate Commitments shall be applied pro rata to paid on the Aggregate Commitments; provided that, if a FILO Tranche is outstanding, effective date of such reductions may be applied first to such FILO Tranche so long as the Borrowers shall be in pro forma compliance with the Payment Conditionstermination.

Termination or Reduction of Commitments. (a) The Borrowers Domestic Borrower may, upon irrevocable notice from the Lead Borrower Parent to the AgentAgent (except as set forth below), terminate the Aggregate Domestic Total Commitments, the Domestic Letter of Credit Sublimit or the Domestic Swing Line Sublimit or from time to time permanently reduce in part the Aggregate Domestic Total Commitments, the Domestic Letter of Credit Sublimit or the Domestic Swing Line Sublimit; provided that (i) any such notice shall be received by the Agent not later than 11:00 a.m. five 1:00 p.m. three (3) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 1,000,000 or any whole multiple of $1,000,000 500,000 in excess thereof, thereof and (iii) the Borrowers Domestic Borrower shall not terminate or reduce (A) the Aggregate Domestic Total Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Domestic Total Outstandings would exceed the Aggregate Domestic Total Commitments, (B) the Domestic Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of Domestic L/C Obligations (other than Domestic L/C Borrowings) not fully Cash Collateralized hereunder would exceed the Domestic Letter of Credit Sublimit, and (C) the Domestic Swing Line Sublimit if, after giving effect thereto, and to any concurrent payments hereunder, the Outstanding Amount of Swing Line Loans made to the Domestic Borrower hereunder would exceed the Domestic Swing Line Sublimit. Notwithstanding anything to the contrary contained herein, the Domestic Borrower may rescind any notice of reduction or termination of the Domestic Commitments provided pursuant to this Section 2.06(a), if such termination or reduction was to have been made with the proceeds of an Amendment or Refinancing of all part of the Committed Loans hereunder or from the proceeds of an asset sale or an Equity Issuance, which Amendment or Refinancing, asset sale or Equity Issuance shall not have been consummated or shall otherwise have been delayed. (b) The Canadian Borrower may, upon irrevocable notice from the Canadian Borrower to the Agent (except as set forth below), terminate the Canadian Total Commitments or the Canadian Letter of Credit Sublimit or from time to time permanently reduce in part the Canadian Total Commitments or the Canadian Letter of Credit Sublimit; provided that (i) any such notice shall be received by the Agent not later than 1:00 p.m. (Toronto time) three (3) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 or any whole multiple of $500,000 in excess thereof and (iii) the Canadian Borrower shall not reduce (A) the Canadian Total Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Canadian Total Outstandings would exceed the Canadian Total Commitments, and (B) the Canadian Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of Canadian L/C Obligations (other than Canadian L/C Borrowings) not fully Cash Collateralized hereunder would exceed the Canadian Letter of Credit Sublimit. Notwithstanding anything to the contrary contained herein, the Canadian Borrower may rescind any notice of reduction or termination of the Canadian Commitments provided pursuant to this Section 2.06(b), if such termination or reduction was to have been made with the proceeds of an Amendment or Refinancing of all part of the Committed Loans hereunder or from the proceeds of an asset sale or an Equity Issuance, which Amendment or Refinancing, asset sale or Equity Issuance shall not have been consummated or shall otherwise have been delayed. (c) The German Borrower may, upon irrevocable notice from the German Borrower to the Agent (except as set forth below), terminate the German Total Commitments or the German Letter of Credit Sublimit or from time to time permanently reduce in part the German Total Commitments or the German Letter of Credit Sublimit; provided that (i) any such notice shall be received by the Agent not later than 1:00 p.m. (Berlin time) three (3) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 or any whole multiple of $500,000 in excess thereof and (iii) the German Borrower shall not reduce (A) the German Total Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the German Total Outstandings would exceed the German Total Commitments, or (B) the German Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of German L/C Obligations (other than German L/C Borrowings) not fully Cash Collateralized hereunder would exceed the German Letter of Credit Sublimit. Notwithstanding anything to the contrary contained herein, the German Borrower may rescind any notice of reduction or termination of the German Commitments provided pursuant to this Section 2.06(c), if such termination or reduction was to have been made with the proceeds of an Amendment or Refinancing of all part of the Committed Loans hereunder or from the proceeds of an asset sale or an Equity Issuance, which Amendment or Refinancing, asset sale or Equity Issuance shall not have been consummated or shall otherwise have been delayed. (d) The UK Borrower may, upon irrevocable notice from the UK Borrower to the Agent (except as set forth below), terminate the UK Total Commitments or the UK Letter of Credit Sublimit or from time to time permanently reduce in part the UK Total Commitments or the UK Letter of Credit Sublimit; provided that (i) any such notice shall be received by the Agent not later than 1:00 p.m. (London time) three (3) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 or any whole multiple of $500,000 in excess thereof and (iii) the UK Borrower shall not reduce (A) the UK Total Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the UK Total Outstandings would exceed the UK Total Commitments, or (B) the UK Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of UK L/C Obligations (other than UK L/C Borrowings) not fully Cash Collateralized hereunder would exceed the UK Letter of Credit Sublimit. Notwithstanding anything to the contrary contained herein, the UK Borrower may rescind any notice of reduction or termination of the UK Commitments provided pursuant to this Section 2.06(d), if such termination or reduction was to have been made with the proceeds of an Amendment or Refinancing of all part of the Committed Loans hereunder or from the proceeds of an asset sale or an Equity Issuance, which Amendment or Refinancing, asset sale or Equity Issuance shall not have been consummated or shall otherwise have been delayed. (e) If, after giving effect to any reduction of the Domestic Total Commitments, the Domestic Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Domestic Total Commitments, such Domestic Letter of Credit Sublimit or Swing Line Sublimit shall be automatically reduced by the amount of such excess. To . (f) If, after giving effect to any reduction of the extent there are Canadian Total Commitments, the Canadian Letter of Credit Sublimit exceeds the amount of the Canadian Total Commitments, such Canadian Letter of Credit Sublimit shall be automatically reduced by the amount of such excess. (g) If, after giving effect to any FILO Tranches outstanding at reduction of the time German Total Commitments, the German Letter of Credit Sublimit exceeds the amount of the German Total Commitments, such German Letter of Credit Sublimit shall be automatically reduced by the amount of such excess. (h) If, after giving effect to any reduction of the UK Total Commitments, the UK Letter of Credit Sublimit exceeds the amount of the UK Total Commitments, such UK Letter of Credit Sublimit shall be automatically reduced by the amount of such excess. (i) The Canadian Total Commitments and the Canadian Letter of Credit Sublimit shall be automatically terminated without any further action of any such reduction Loan Party or any Credit Party upon the termination of the Aggregate Domestic Commitments under this pursuant to Section 2.06, such reduction or termination shall be applied first to the non-FILO Tranche of Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with the Payment Conditions, in which case such reduction or termination may be applied to such FILO Tranche(s)2.06(a) hereof. (bj) The German Total Commitments and the German Letter of Credit Sublimit shall be automatically terminated without any further action of any Loan Party or any Credit Party upon the termination of the Domestic Commitments pursuant to Section 2.06(a) hereof. (k) The UK Total Commitments and the UK Letter of Credit Sublimit shall be automatically terminated without any further action of any Loan Party or any Credit Party upon the termination of the Domestic Commitments pursuant to Section 2.06(a) hereof. (l) The Agent will promptly notify the Domestic Lenders, the Canadian Lenders, the German Lenders or the UK Lenders, as applicable, of any termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit, or the Aggregate Commitments under made pursuant to this Section 2.06. Upon any reduction of the Aggregate Domestic Total Commitments, the Domestic Commitment of each Domestic Lender shall be reduced by such Domestic Lender’s Applicable Percentage of such reduction amount. IfUpon any reduction of the Canadian Total Commitments, as a result the Canadian Commitment of each Canadian Lender shall be reduced by such Canadian Lender’s Applicable Percentage of such termination or reductionreduction amount. Upon any reduction of the German Total Commitments, the German Commitment of each German Lender shall be reduced by such German Lender’s Applicable Percentage of such reduction amount. Upon any reduction of the UK Total Commitments, the UK Commitment of each UK Lender shall be reduced by such UK Lender’s Applicable Percentage of such reduction amount. All fees (i) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the including, without limitation, Commitment Fees and Letter of Credit Sublimit, the Borrowers shall contemporaneously with such reduction or termination, Cash Collateralize such excess amount, (iiFees) the Swing Line Loans hereunder would exceed the Swing Line Sublimit, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess, and (iii) the Revolving Loans or the Swing Line Loans hereunder would exceed interest in respect of the Aggregate Total Commitments or accrued until the Swing Line Sublimit, as applicable, effective date of any termination of the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess. Such reductions Aggregate Total Commitments shall be applied pro rata to paid on the Aggregate Commitments; provided that, if a FILO Tranche is outstanding, effective date of such reductions may be applied first to such FILO Tranche so long as the Borrowers shall be in pro forma compliance with the Payment Conditionstermination.

Termination or Reduction of Commitments. (a) The Borrowers may, upon irrevocable notice from the Lead Borrower to the Agent, terminate the Aggregate Revolving Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Revolving Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers shall not terminate or reduce (A) the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Revolving Commitments. , (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, and (C) the Swing Line Sublimit if, after giving effect thereto, and to any concurrent payments hereunder, the Outstanding Amount of Swing Line Loans hereunder would exceed the Swing Line Sublimit. (b) If, after giving effect to any reduction of the Aggregate Revolving Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Commitments, such Letter of Credit Sublimit or Swing Line Sublimit shall be automatically reduced by the amount of such excess. To the extent there are any FILO Tranches outstanding at the time of any such reduction or termination of the Aggregate Commitments under this Section 2.06, such reduction or termination shall be applied first to the non-FILO Tranche of Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with the Payment Conditions, in which case such reduction or termination may be applied to such FILO Tranche(s). (bc) The Agent will promptly notify the Revolving Lenders of any termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit, Sublimit or the Aggregate Revolving Commitments under this Section 2.062.06(c).2.06(c). Upon any reduction of the Aggregate Revolving Commitments, the Revolving Commitment of each Revolving Lender shall be reduced by such Revolving Lender’s Applicable Percentage of such reduction amount. IfAll fees (including, as a result of such termination or reductionwithout limitation, (i) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the commitment fees and Letter of Credit Sublimit, the Borrowers shall contemporaneously with such reduction or termination, Cash Collateralize such excess amount, (iiFees) the Swing Line Loans hereunder would exceed the Swing Line Sublimit, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess, and (iii) the Revolving Loans or the Swing Line Loans hereunder would exceed interest in respect of the Aggregate Revolving Commitments or accrued until the Swing Line Sublimit, as applicable, effective date of any termination of the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess. Such reductions Aggregate Revolving Commitments shall be applied pro rata to paid on the Aggregate Commitments; provided that, if a FILO Tranche is outstanding, effective date of such reductions may be applied first to such FILO Tranche so long as the Borrowers shall be in pro forma compliance with the Payment Conditionstermination.

Termination or Reduction of Commitments. (a) The Borrowers may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Commitments, the Financial Letter of Credit Sublimit or the Swing Line Sublimit Sublimit, or from time to time permanently reduce the Aggregate Commitments, the Financial Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five three (3) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof or, if less, the entire amount thereof, and (iii) the Borrowers shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments. If, (B) the Financial Letter of Credit Sublimit if, after giving effect to any reduction of the Commitmentsthereto, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Letter of Credit Sublimit or Swing Line Sublimit shall be automatically reduced by the amount of such excess. To the extent there are any FILO Tranches outstanding at the time of any such reduction or termination of the Aggregate Commitments under this Section 2.06, such reduction or termination shall be applied first to the non-FILO Tranche of Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with the Payment Conditions, in which case such reduction or termination may be applied to such FILO Tranche(s). (b) The Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit, or the Aggregate Commitments under this Section 2.06. Upon any reduction of the Aggregate Commitments, the Commitment of each Lender shall be reduced by such Lender’s Applicable Percentage of such reduction amount. If, as a result of such termination or reduction, (i) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Financial Letter of Credit Sublimit, the Borrowers shall contemporaneously with such reduction or termination, Cash Collateralize such excess amount, (iiC) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans hereunder would exceed the Swing Line Sublimit. If after giving effect to any reduction or termination of Aggregate Commitments under this Section 2.06, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess, and (iii) the Revolving Loans Financial Letter of Credit Sublimit or the Swing Line Loans hereunder would exceed Sublimit exceeds the Aggregate Commitments at such time, the Financial Letter of Credit Sublimit or the Swing Line Sublimit, as applicablethe case may be, shall be automatically reduced by the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to of such excess. Such reductions The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Financial Letter of Credit Sublimit, Swing Line Sublimit or Aggregate Commitments. Any reduction of the Aggregate Commitments shall be 68208499_7 applied pro rata to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments; provided that, if a FILO Tranche is outstanding, such reductions may be applied first to such FILO Tranche so long as the Borrowers Commitments shall be in pro forma compliance with paid on the Payment Conditionseffective date of such termination.

Termination or Reduction of Commitments. (a) The Borrowers Company may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Revolving Commitments, the Letter of Credit Sublimit Aggregate New Vehicle Floorplan Commitments or the Swing Line Sublimit Aggregate Used Vehicle Floorplan Commitments, or from time to time permanently reduce the Aggregate Revolving Commitments, the Letter of Credit Sublimit Aggregate New Vehicle Floorplan Commitments or the Swing Line SublimitAggregate Used Vehicle Floorplan Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days 30 days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers Company shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Revolving Advance Limit, (iv) the Company shall not terminate or reduce the Aggregate Commitments. IfRevolving Commitments below $20,000,000 (or such lower amount determined by the L/C Issuer in its sole discretion), (v) if, after giving effect to any reduction of the Aggregate Revolving Commitments, the Letter of Credit Sublimit or the Revolving Swing Line Sublimit exceeds the amount of the Aggregate Revolving Commitments, such Letter of Credit Sublimit or Swing Line Sublimit shall be automatically reduced by the amount of such excess, (vi) if, after giving effect to any reduction of the Aggregate New Vehicle Floorplan Commitments, the New Vehicle Floorplan Swing Line Sublimit exceeds the amount of the Aggregate New Vehicle Floorplan Commitments, such Sublimit shall be automatically reduced by the amount of such excess, (vii) if, after giving effect to any reduction of the Aggregate Used Vehicle Floorplan Commitments, the Used Vehicle Floorplan Swing Line Sublimit exceeds the amount of the Aggregate Used Vehicle Floorplan Commitments, such Sublimit shall be automatically reduced by the amount of such excess, and (viii) following any such reduction, at least 65% of the Aggregate Commitments must be allocated to the Aggregate Floorplan Facility Commitments and at least 75% of the Aggregate Floorplan Facility Commitments must be allocated to the Aggregate New Vehicle Floorplan Commitments. To In connection with any reduction of the extent there are any FILO Tranches Aggregate New Vehicle Floorplan Commitments, the New Vehicle Floorplan Swing Line Lender in its discretion may suspend and/or terminate all or a portion of the then outstanding at Payment Commitments or Payoff Letter Commitments which shall be promptly selected by the time Company, in an amount that corresponds to the size of said reduction. The Administrative Agent will promptly notify the applicable Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Revolving Commitments, Aggregate New Vehicle Floorplan Commitments or Used Vehicle Floorplan Commitments shall be applied to the Commitment of each Lender in accordance with (x) its respective Applicable Revolving Percentage, (y) its respective Applicable New Vehicle Floorplan Percentage and (z) its respective Applicable Used Vehicle Floorplan Percentage, as the case may be. All fees accrued until the effective date of any termination of the Aggregate Commitments under this Section 2.06, such reduction or termination shall be applied first to paid on the non-FILO Tranche effective date of Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with the Payment Conditions, in which case such reduction or termination may be applied to such FILO Tranche(s)termination. (b) The Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit, or the Aggregate Commitments under this Section 2.06. Upon any reduction of the Aggregate Commitments, the Commitment of each Lender Sublimit shall not be reduced by such Lender’s Applicable Percentage below the amount that is the lesser of such reduction amount. If, as a result of such termination or reduction, (i) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, the Borrowers shall contemporaneously with such reduction or termination, Cash Collateralize such excess amount, $20,000,000 and (ii) the Swing Line Loans hereunder would exceed amount of the Swing Line SublimitAggregate Revolving Commitments. (c) The Aggregate Revolving Commitments shall be automatically and permanently reduced by the amount required by Section 2.14(m) on each date on which such reduction is required to be made pursuant to such Section. (d) On and after May 7, 2009, the Borrowers Aggregate New Vehicle Floorplan Commitments shall contemporaneously with such reduction or termination, pay be automatically and permanently reduced by the Agent an amount equal to such excess, and the aggregate amount of any Within Line Limitations (iiithe “Dealership Commitment Amount”) the Revolving Loans or the Swing Line Loans hereunder would exceed the Aggregate Commitments or the Swing Line Sublimit, as applicable, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal applicable to such excess. Such reductions shall be applied pro rata any Removed Franchise of a Subsidiary immediately prior to the Aggregate Commitmentsdate (each such date, a “Silo Financing Commencement Date”) such Subsidiary begins to finance New Vehicles through Permitted Silo Indebtedness as permitted by Section 2.24(e); provided that, if a FILO Tranche the aggregate amount of the mandatory prepayments that are required to be made by any Subsidiary pursuant to Section 2.16(b)(iii)(C) with respect to such Removed Franchise is outstandinggreater than its Dealership Commitment Amount, then the amount of the related permanent reduction in Aggregate New Vehicle Floorplan Commitments will be the greater of (i) the Dealership Commitment Amount, and (ii) the average outstanding balance of New Vehicle Floorplan Committed Loans and New Vehicle Floorplan Swing Line Loans related to such reductions Removed Franchises for the 30-day period immediately preceding the applicable Silo Financing Commencement Date or (in the case of this clause (ii)) such other amount as may be applied agreed to by the Administrative Agent in its sole discretion. Any reduction of the Aggregate New Vehicle Floorplan Commitments pursuant to this Section 2.15(d) with respect to any mandatory prepayment that is made or required to be made during a calendar month will occur on the first to such FILO Tranche so long as Business Day of the Borrowers shall be in pro forma compliance with the Payment Conditionsnext succeeding month.

Termination or Reduction of Commitments. (a) The Borrowers Newpark may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Commitments, the Letter of Credit Sublimit or the Total Swing Line Sublimit Sublimit, or from time to time permanently reduce the Aggregate Commitments, the Letter of Credit Sublimit or the Total Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 10:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, thereof and (iii) the Borrowers Newpark shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments. IfBorrowing Base, after giving effect to any reduction of the Commitments, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Total Swing Line Sublimit exceeds if, after giving effect thereto and to any concurrent prepayments hereunder, the amount Outstanding Amount of Swing Line Loans would exceed the Aggregate Commitments, such Letter of Credit Sublimit or Total Swing Line Sublimit shall be automatically reduced by or the amount Outstanding Amount of Swing Line Loans owing to any Swing Line Lender would exceed such excessSwing Line Lender’s Swing Line Sublimit. To the extent there are any FILO Tranches outstanding at the time of any such reduction or termination of the Aggregate Commitments under this Section 2.06, such reduction or termination shall be applied first to the non-FILO Tranche of Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with the Payment Conditions, in which case such reduction or termination may be applied to such FILO Tranche(s). (b) The Administrative Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit, Sublimit or the Aggregate Commitments under this Section 2.06. Upon any reduction of the Aggregate Commitments, the Commitment of each Lender shall be reduced by such Lender’s Applicable Percentage of such reduction amount. If, as a result Upon any reduction of such termination or reduction, (i) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, the Borrowers shall contemporaneously with such reduction or termination, Cash Collateralize such excess amount, (ii) the Swing Line Loans hereunder would exceed the Total Swing Line Sublimit, the Borrowers each Swing Line Lender’s Swing Line Sublimit shall contemporaneously with such reduction or termination, pay the Agent be an amount equal to such excess, and (iii) reduction amount. All fees accrued until the Revolving Loans or the Swing Line Loans hereunder would exceed effective date of any termination of the Aggregate Commitments or shall be paid on the Swing Line Sublimit, as applicable, effective date of such termination. Each notice delivered by Newpark on behalf of the Borrowers shall contemporaneously with pursuant to this Section 2.06 will be irrevocable, except that a notice of termination of the Commitments delivered by Newpark may state that such reduction notice is conditioned upon the effectiveness of other credit facilities or terminationan acquisition or disposition transaction, pay the Agent an amount equal to in which case such excess. Such reductions shall notice may be applied pro rata revoked by Newpark (by notice to the Aggregate Commitments; provided that, Administrative Agent on or prior to the specified effective date) if a FILO Tranche such condition is outstanding, such reductions may be applied first to such FILO Tranche so long as the Borrowers shall be in pro forma compliance with the Payment Conditionsnot satisfied.

Termination or Reduction of Commitments. (a) The Borrowers Borrower may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Revolving Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Revolving Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that that, except as set forth in the immediately succeeding proviso, (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers Borrower shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments. If, and (iv) if, after giving effect to any reduction of the Aggregate Revolving Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Commitments, such Letter of Credit Sublimit or Swing Line Sublimit shall be automatically reduced by the amount of such excess. To ; provided, further, however, notwithstanding the extent there are any FILO Tranches outstanding at above, notice with respect to the time of any such reduction or termination of the Aggregate Commitments under this Section 2.06, such reduction or termination Initial Revolving Commitment Reduction shall be applied first to received by the non-FILO Tranche of Administrative Agent not later than 10:00 a.m. on the Initial Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with the Payment Conditions, in which case such reduction or termination may be applied to such FILO Tranche(s). (b) Commitment Reduction Date. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit, or the Aggregate Commitments under this Section 2.06Revolving Commitments. Upon any Any reduction of the Aggregate Commitments, Revolving Commitments shall be applied to the Revolving Commitment of each Lender according to its Revolving Commitment Percentage. All fees accrued until the effective date of any termination of the Aggregate Revolving Commitments shall be reduced by such Lender’s Applicable Percentage paid on the effective date of such reduction amount. If, as a result of such termination or reduction, (i) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, the Borrowers shall contemporaneously with such reduction or termination, Cash Collateralize such excess amount, (ii) the Swing Line Loans hereunder would exceed the Swing Line Sublimit, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess, and (iii) the Revolving Loans or the Swing Line Loans hereunder would exceed the Aggregate Commitments or the Swing Line Sublimit, as applicable, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess. Such reductions shall be applied pro rata to the Aggregate Commitments; provided that, if a FILO Tranche is outstanding, such reductions may be applied first to such FILO Tranche so long as the Borrowers shall be in pro forma compliance with the Payment Conditions.

Termination or Reduction of Commitments. (a) The Borrowers Company may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (ia) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (iib) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iiic) the Borrowers Company shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments. If, and (d) if, after giving effect to any reduction of the CommitmentsAggregate Commitments (plus any Cash Collateralization of the L/C Obligations hereunder), the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate CommitmentsCommitments (plus any Cash Collateralization of the L/C Obligations hereunder), such Letter of Credit Sublimit or Swing Line Sublimit sublimit shall be automatically reduced by the amount of such excess. To the extent there are any FILO Tranches outstanding at the time of any such reduction or termination of the Aggregate Commitments under this Section 2.06, such reduction or termination shall be applied first to the non-FILO Tranche of Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with the Payment Conditions, in which case such reduction or termination may be applied to such FILO Tranche(s). (b) The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Letter of Credit Sublimit, Swing Line Swingline Sublimit, or the Aggregate Commitments under Commitments. Any notice delivered by the Company pursuant to this Section 2.062.06 may state that such notice is conditioned upon the effectiveness of one or more events specified therein, in which case such notice may be revoked by the Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Upon any Any reduction of the Aggregate Commitments, Commitments shall be applied to the Commitment of each Lender shall be reduced by such Lender’s according to its Applicable Percentage Percentage. All fees accrued until the effective date of such reduction amount. If, as a result any termination of such termination or reduction, (i) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, the Borrowers shall contemporaneously with such reduction or termination, Cash Collateralize such excess amount, (ii) the Swing Line Loans hereunder would exceed the Swing Line Sublimit, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess, and (iii) the Revolving Loans or the Swing Line Loans hereunder would exceed the Aggregate Commitments or the Swing Line Sublimit, as applicable, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess. Such reductions shall be applied pro rata to paid on the Aggregate Commitments; provided that, if a FILO Tranche is outstanding, effective date of such reductions may be applied first to such FILO Tranche so long as the Borrowers shall be in pro forma compliance with the Payment Conditionstermination.

Termination or Reduction of Commitments. (a) The Borrowers Domestic Borrower may, upon irrevocable notice from the Lead Domestic Borrower to the Agent, terminate the Aggregate Domestic Total Commitments, the Domestic Swing Line Sublimit or the Domestic Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce in part the Aggregate Domestic Total Commitments, the Domestic Swing Line Sublimit or the Domestic Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reductionreduction (or such later date as the Agent may agree), (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, thereof and (iii) the Borrowers Domestic Borrower shall not terminate or reduce (A) the Aggregate Domestic Total Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Domestic Total Outstandings would exceed the Aggregate Domestic Total Commitments. , (B) the Domestic Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of Domestic L/C Obligations (other than Domestic L/C Borrowings) not fully Cash Collateralized hereunder would exceed the Domestic Letter of Credit Sublimit, or (C) the Domestic Swing Line Sublimit if, after giving effect thereto, and to any concurrent payments hereunder, the Outstanding Amount of Swing Line Loans made to the Domestic Borrower hereunder would exceed the Domestic Swing Line Sublimit. (b) The UK Borrower may, upon irrevocable notice from the UK Borrower to the Agent, terminate the UK Total Commitments, the UK Swing Line Sublimit or the UK Letter of Credit Sublimit or from time to time permanently reduce in part the UK Total Commitments, the UK Swing Line Sublimit or the UK Letter of Credit Sublimit; provided that (i) any such notice shall be received by the Agent not later than 11:00 a.m. (London time) five Business Days prior to the date of termination or reduction (or such later date as the Agent may agree), (ii) any such partial reduction shall be in an aggregate amount of $2,000,000 or any whole multiple of $500,000 in excess thereof and (iii) the UK Borrower shall not terminate or reduce (A) the UK Total Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the UK Total Outstandings would exceed the UK Total Commitments, (B) the UK Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of UK L/C Obligations (other than UK L/C Borrowings) not fully Cash Collateralized hereunder would exceed the UK Letter of Credit Sublimit, or (C) the UK Swing Line Sublimit if, after giving effect thereto, and to any concurrent payments hereunder, the Outstanding Amount of Swing Line Loans made to the UK Borrower hereunder would exceed the UK Swing Line Sublimit. (c) If, after giving effect to any reduction of the Domestic Total Commitments, the Domestic Letter of Credit Sublimit or the Domestic Swing Line Sublimit exceeds the amount of the Aggregate Domestic Total Commitments, such Domestic Letter of Credit Sublimit or Domestic Swing Line Sublimit shall be automatically reduced by the amount of such excess. To the extent there are any FILO Tranches outstanding at the time of any such reduction or termination of the Aggregate Commitments under this Section 2.06, such reduction or termination shall be applied first to the non-FILO Tranche of Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with the Payment Conditions, in which case such reduction or termination may be applied to such FILO Tranche(s). (bd) If, after giving effect to any reduction of the UK Total Commitments, the UK Letter of Credit Sublimit or the UK Swing Line Sublimit exceeds the amount of the UK Total Commitments, such UK Letter of Credit Sublimit or UK Swing Line Sublimit shall be automatically reduced by the amount of such excess. (e) The Agent will promptly notify the Domestic Lenders or the UK Lenders, as applicable, of any termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit, or the Aggregate Commitments under made pursuant to this Section 2.06. Upon any reduction of the Aggregate Domestic Total Commitments, the Domestic Commitment of each Domestic Lender shall be reduced by such Domestic Lender’s Applicable Percentage of such reduction amount. IfUpon any reduction of the UK Total Commitments, as a result the UK Commitment of each UK Lender shall be reduced by such UK Lender’s Applicable Percentage of such termination or reduction, (i) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, the Borrowers shall contemporaneously with such reduction or termination, Cash Collateralize such excess amount, (ii) the Swing Line Loans hereunder would exceed the Swing Line Sublimit, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess, and (iii) the Revolving Loans or the Swing Line Loans hereunder would exceed the Aggregate Commitments or the Swing Line Sublimit, as applicable, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess. Such reductions shall be applied pro rata to the Aggregate Commitments; provided that, if a FILO Tranche is outstanding, such reductions may be applied first to such FILO Tranche so long as the Borrowers shall be in pro forma compliance with the Payment Conditions.

Termination or Reduction of Commitments. (a) The Borrowers Borrower may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Commitments, the Letter of Credit Sublimit or the Total Swing Line Sublimit Sublimit, or from time to time permanently reduce the Aggregate Commitments, the Letter of Credit Sublimit or the Total Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 10:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, thereof and (iii) the Borrowers Borrower shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments. IfBorrowing Base, after giving effect to any reduction of the Commitments, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Total Swing Line Sublimit exceeds if, after giving effect thereto and to any concurrent prepayments hereunder, the amount Outstanding Amount of Swing Line Loans would exceed the Aggregate Commitments, such Letter of Credit Sublimit or Total Swing Line Sublimit shall be automatically reduced by or the amount Outstanding Amount of Swing Line Loans owing to any Swing Line Lender would exceed such excessSwing Line Lender’s Swing Line Sublimit. To the extent there are any FILO Tranches outstanding at the time of any such reduction or termination of the Aggregate Commitments under this Section 2.06, such reduction or termination shall be applied first to the non-FILO Tranche of Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with the Payment Conditions, in which case such reduction or termination may be applied to such FILO Tranche(s). (b) The Administrative Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit, Sublimit or the Aggregate Commitments under this Section 2.06. Upon any reduction of the Aggregate Commitments, the Commitment of each Lender shall be reduced by such Lender’s Applicable Percentage of such reduction amount. If, as a result Upon any reduction of such termination or reduction, (i) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, the Borrowers shall contemporaneously with such reduction or termination, Cash Collateralize such excess amount, (ii) the Swing Line Loans hereunder would exceed the Total Swing Line Sublimit, the Borrowers each Swing Line Lender’s Swing Line Sublimit shall contemporaneously with such reduction or termination, pay the Agent be reduced by an amount equal to such excess, and (iii) reduction amount. All fees accrued until the Revolving Loans or the Swing Line Loans hereunder would exceed effective date of any termination of the Aggregate Commitments or the Swing Line Sublimit, as applicable, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess. Such reductions shall be applied pro rata to paid on the Aggregate Commitments; provided that, if a FILO Tranche is outstanding, effective date of such reductions may be applied first to such FILO Tranche so long as the Borrowers shall be in pro forma compliance with the Payment Conditionstermination.

Termination or Reduction of Commitments. (a) The Borrowers Borrower may, upon irrevocable (except as set forth below) notice from the Lead Borrower to the Agent, terminate the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that provided, that, (i) any such notice shall be received by the Agent not later than 11:00 a.m. five three (3) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers Borrower shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments. , (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, and (C) the Swing Line Sublimit if, after giving effect thereto, and to any concurrent payments hereunder, the Outstanding Amount of Swing Line Loans hereunder would exceed the Swing Line Sublimit provided, further, that such notice delivered by the Borrower may state that such notice is conditioned on the funding or consummation of any transaction or transactions specified therein (including, without limitation, any sale or disposition of Collateral or the closing of any other financing transaction). (b) If, after giving effect to any reduction of the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Letter of Credit Sublimit or Swing Line Sublimit shall be automatically reduced by the amount of such excess. To the extent there are any FILO Tranches outstanding at the time of any such reduction or termination of the Aggregate Commitments under this Section 2.06, such reduction or termination shall be applied first to the non-FILO Tranche of Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with the Payment Conditions, in which case such reduction or termination may be applied to such FILO Tranche(s). (b) The Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit, or the Aggregate Commitments under this Section 2.06. Upon any reduction of the Aggregate Commitments, the Commitment of each Lender shall be reduced by such Lender’s Applicable Percentage of such reduction amount. If, as a result of such termination or reduction, (i) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, the Borrowers shall contemporaneously with such reduction or termination, Cash Collateralize such excess amount, (ii) the Swing Line Loans hereunder would exceed the Swing Line Sublimit, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess, and (iii) the Revolving Loans or the Swing Line Loans hereunder would exceed the Aggregate Commitments or the Swing Line Sublimit, as applicable, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess. Such reductions shall be applied pro rata to the Aggregate Commitments; provided that, if a FILO Tranche is outstanding, such reductions may be applied first to such FILO Tranche so long as the Borrowers shall be in pro forma compliance with the Payment Conditions.

Termination or Reduction of Commitments. (a) The Borrowers may, upon irrevocable notice from the Lead Borrower to the Agent, terminate the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit Commitments or from time to time permanently reduce the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments. . (b) If, after giving effect to any reduction of the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Letter of Credit Sublimit or Swing Line Sublimit shall be automatically reduced by the amount of such excess. To the extent there are any FILO Tranches outstanding at the time of any such reduction or termination of the Aggregate Commitments under this Section 2.06, such reduction or termination shall be applied first to the non-FILO Tranche of Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with the Payment Conditions, in which case such reduction or termination may be applied to such FILO Tranche(s). (bc) The Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit, Sublimit or the Aggregate Commitments under this Section 2.06. Upon any reduction of the Aggregate Commitments, the Commitment of each Lender shall be reduced by such Lender’s Applicable Percentage of such reduction amount. If, as a result of such termination or reduction, (i) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, the Borrowers shall contemporaneously with such reduction or termination, Cash Collateralize such excess amount, and (iiB) the Swing Line Loans Total Outstandings hereunder would exceed the Swing Line Sublimit, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess, and (iii) the Revolving Loans Aggregate Commitments or the Swing Line Loans hereunder would exceed the Aggregate Commitments or the Swing Line Sublimit, as applicable, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess. Such reductions shall be applied pro rata , together with any additional amounts required pursuant to Section 3.05). (d) In addition to the Borrowers’ rights under Section 2.06(a), the Borrowers shall have the right, without penalty or premium and upon at least three Business Days’ irrevocable notice to the Agent and without any reduction in the Commitments of the Extending Lenders, to permanently reduce or terminate, (i) in whole or in part, on a ratable basis, the Commitments of the Non-Extending Lenders, without the consent of any Lender and (ii) in whole, but not in part, the Commitments of any one or more Non-Extending Lenders, non-ratably, without the consent of any Lender, and in each case to repay the Obligations held by such Non-Extending Lenders to the extent such Obligations exceed the remaining Commitments of such Lenders, as long as, immediately after giving effect to such reduction, termination and repayment, the Restricted Payment Conditions shall have been satisfied. The Agent will promptly notify the applicable Non-Extending Lenders of any reduction or termination of their Commitments under this Section 2.06(d). (e) In connection with any reduction of the Aggregate CommitmentsCommitments hereunder that results in Aggregate Commitments in an amount less than $250,000,000, the amounts set forth in (i) clause (x) of the definition of “Accelerated Borrowing Base Delivery Event”, (ii) clause (y) of the definition of “Cash Dominion Event”, and (iii) clause (ii) of the definition of “Covenant Compliance Event”) shall reduce on a ratable basis; provided that, if a FILO Tranche is outstandingin no event shall the amounts referenced in clauses (i) and (ii) above be less than $25,000,000 at any time, such reductions may and in no event shall the amount referenced in clause (iii) above be applied first to such FILO Tranche so long as the Borrowers shall be in pro forma compliance with the Payment Conditionsless than $17,500,000 at any time.

Termination or Reduction of Commitments. (a) The Borrowers may, upon irrevocable notice from the Lead Borrower to the Agent, terminate the Aggregate Revolving Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Revolving Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers shall not terminate or reduce (A) the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Aggregate Commitments. If, after giving effect to any reduction of the Revolving Commitments, (B) the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount if, after giving effect thereto, any of the Aggregate Commitments, such Letter of Credit Sublimit or Swing Line Sublimit shall following would be automatically reduced by the amount of such excess. To the extent there are any FILO Tranches outstanding at the time of any such reduction or termination of the Aggregate Commitments under this Section 2.06, such reduction or termination shall be applied first to the non-FILO Tranche of Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with the Payment Conditions, in which case such reduction or termination may be applied to such FILO Tranche(s). true: (b) The Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit, or the Aggregate Commitments under this Section 2.06. Upon any reduction of the Aggregate Commitments, the Commitment of each Lender shall be reduced by such Lender’s Applicable Percentage of such reduction amount. If, as a result of such termination or reduction, (i1) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, the Borrowers shall contemporaneously with such reduction or termination, Cash Collateralize such excess amount, (ii2) the Outstanding Amount of L/C Obligations owed with respect to Commercial Letters of Credit not fully Cash Collateralized hereunder would exceed the Commercial L/C Sublimit, or (3) the Outstanding Amount of L/C Obligations owed with respect to Standby Letters of Credit not fully Cash Collateralized hereunder would exceed the Standby L/C Sublimit, and (C) the Swing Line Sublimit if, after giving effect thereto, and to any concurrent payments hereunder, the Outstanding Amount of Swing Line Loans hereunder would exceed the Swing Line Sublimit. (b) If, after giving effect to any reduction of the Aggregate Revolving Commitments, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess, and (iii) the Revolving Loans Letter of Credit Sublimit or the Swing Line Loans hereunder would exceed Sublimit exceeds the amount of the Aggregate Commitments Revolving Commitments, such Letter of Credit Sublimit or Swing Line Sublimit shall be automatically reduced by the amount of such excess (with the Letter of Credit Sublimit being reduced pro rata between the Commercial L/C Sublimit and the Standby L/C Sublimit). (c) The Agent will promptly notify the Revolving Lenders of any termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit or the Swing Line Sublimit, as applicableAggregate Revolving Commitments under this Section 2.06(c). Upon any reduction of the Aggregate Revolving Commitments, the Borrowers Revolving Commitment of each Revolving Lender shall contemporaneously with be reduced by such Revolving Lender’s Applicable Percentage of such reduction or terminationamount. All fees (including, pay without limitation, commitment fees and Letter of Credit Fees) and interest in respect of the Agent an amount equal to such excess. Such reductions Aggregate Revolving Commitments accrued until the effective date of any termination of the Aggregate Revolving Commitments shall be applied pro rata to paid on the Aggregate Commitments; provided thateffective date of such termination. (d) The Term Commitment of each Term Lender shall automatically terminate upon such Term Lender’s funding of its portion of the Term Loan, if a FILO Tranche is outstanding, such reductions may be applied first to such FILO Tranche so long as which shall occur no later than the Borrowers shall be in pro forma compliance with the Payment ConditionsClosing Date.

Termination or Reduction of Commitments. (a) The Borrowers may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Revolving Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Revolving Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers shall not terminate or reduce (A) the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total RevolvingRevolver Outstandings would exceed the Aggregate Revolving Commitments. , (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, and (C) the Swing Line Sublimit if, after giving effect thereto, and to any concurrent payments hereunder, the Outstanding Amount of Swing Line Loans hereunder would exceed the Swing Line Sublimit. (b) If, after giving effect to any reduction of the Aggregate Revolving Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Commitments, such Letter of Credit Sublimit or Swing Line Sublimit shall be automatically reduced by the amount of such excess. To the extent there are any FILO Tranches outstanding at the time of any such reduction or termination of the Aggregate Commitments under this Section 2.06, such reduction or termination shall be applied first to the non-FILO Tranche of Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with the Payment Conditions, in which case such reduction or termination may be applied to such FILO Tranche(s). (bc) The Administrative Agent will promptly notify the Revolving Lenders of any termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit, Sublimit or the Aggregate Revolving Commitments under this Section 2.06. Upon any reduction of the Aggregate Revolving Commitments, the Revolving Commitment of each Revolving Lender shall be reduced by such Revolving Lender’s Revolving Applicable Percentage of such reduction amount. IfAll fees (including, as a result of such termination or reductionwithout limitation, (i) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the commitment fees and Letter of Credit SublimitFees) and interest in respect of the Aggregate Revolving Commitments accrued until the effective date of any termination of the Aggregate Revolving Commitments shall be paid on the effective date of such termination. (d) The Term Commitment of each Term Lender shall automatically terminate upon such Term Lender’s funding of its portion of the Term Loan. (e) In connection with any reduction in the Revolving Commitments prior to the Maturity Date, if any Loan Party or any of its Subsidiaries owns any Margin Stock, Borrowers shall deliver to the Administrative Agent an updated Form U-1 (with sufficient additional originals thereof for each Lender), duly executed and delivered by the Borrowers, together with such other documentation as -80- the Administrative Agent shall reasonably request, in order to enable the Agents, the Borrowers shall contemporaneously Term Loan Agent and the Lenders to comply with such reduction any of the requirements under Regulations T, U or termination, Cash Collateralize such excess amount, (ii) X of the Swing Line Loans hereunder would exceed the Swing Line Sublimit, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess, and (iii) the Revolving Loans or the Swing Line Loans hereunder would exceed the Aggregate Commitments or the Swing Line Sublimit, as applicable, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess. Such reductions shall be applied pro rata to the Aggregate Commitments; provided that, if a FILO Tranche is outstanding, such reductions may be applied first to such FILO Tranche so long as the Borrowers shall be in pro forma compliance with the Payment ConditionsFRB.

Termination or Reduction of Commitments. (a) The Borrowers may, upon irrevocable notice from the Lead Borrower Company to the Administrative Agent, terminate the Aggregate Commitments, the Letter of Credit Sublimit, the Financial Letter of Credit Sublimit or the Swing Line Sublimit Sublimit, or from time to time permanently reduce the Aggregate Commitments, the Letter of Credit Sublimit, the Financial Letter of Credit Sublimit or the Swing Line Sublimit; provided that (ia) any such notice shall be received by the Administrative Agent not later than 11:00 9:00 a.m. five Business Days prior to the date of termination or reduction, (iib) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iiic) the Borrowers shall not terminate or reduce (i) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments. If, (ii) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, (iii) the Financial Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Financial Letter of Credit Sublimit, or (iv) the Swing Line Sublimit if, after giving effect thereto and 70290124_9 to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit, and (d) if, after giving effect to any termination or reduction of the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Letter of Credit Sublimit or Swing Line Sublimit shall be automatically reduced by the amount of such excess. To the extent there are any FILO Tranches outstanding at the time of any such reduction or termination of the Aggregate Commitments under this Section 2.06, such reduction or termination shall be applied first to the non-FILO Tranche of Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with the Payment Conditions, in which case such reduction or termination may be applied to such FILO Tranche(s). (b) The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Letter of Credit Sublimit, Financial Letter of Credit Sublimit, Swing Line Sublimit, Sublimit or the Aggregate Commitments under this Section 2.06Commitments. Upon any Any reduction of the Aggregate Commitments, Commitments shall be applied to the Commitment of each Lender shall be reduced by such Lender’s according to its Applicable Percentage Percentage. All fees accrued until the effective date of such reduction amount. If, as a result any termination of such termination or reduction, (i) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, the Borrowers shall contemporaneously with such reduction or termination, Cash Collateralize such excess amount, (ii) the Swing Line Loans hereunder would exceed the Swing Line Sublimit, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess, and (iii) the Revolving Loans or the Swing Line Loans hereunder would exceed the Aggregate Commitments or the Swing Line Sublimit, as applicable, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess. Such reductions shall be applied pro rata paid on the effective date of such termination. Any notice of termination or reduction given pursuant to this Section 2.06 may be conditioned upon the consummation of other financing, and may be rescinded or extended for a reasonable period upon written notice to the Aggregate Commitments; provided that, Administrative Agent if a FILO Tranche such other financing is outstanding, such reductions may be applied first to such FILO Tranche so long as not consummated on the Borrowers shall be in pro forma compliance with the Payment Conditionsanticipated date.

Termination or Reduction of Commitments. (a) The Borrowers may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that provided, that, (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments. , (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, and (C) the Swing Line Sublimit if, after giving effect thereto, and to any concurrent payments hereunder, the Outstanding Amount of Swing Line Loans hereunder would exceed the Swing Line Sublimit. (b) If, after giving effect to any reduction of the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Letter of Credit Sublimit or Swing Line Sublimit shall be automatically reduced by the amount of such excess. To the extent there are any FILO Tranches outstanding at the time of any such reduction or termination of the Aggregate Commitments under this Section 2.06, such reduction or termination shall be applied first to the non-FILO Tranche of Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with the Payment Conditions, in which case such reduction or termination may be applied to such FILO Tranche(s). (bc) The Administrative Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit, Sublimit or the Aggregate Commitments under this Section 2.06. Upon any reduction of the Aggregate Commitments, the Commitment of each Lender shall be reduced by such Lender’s Applicable Percentage of such reduction amount. IfAll fees (including, as a result of such termination or reductionwithout limitation, (ithe commitment fee payable pursuant to Section 2.09(a) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the hereof and Letter of Credit Sublimit, the Borrowers shall contemporaneously with such reduction or termination, Cash Collateralize such excess amount, (iiFees) the Swing Line Loans hereunder would exceed the Swing Line Sublimit, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess, and (iii) the Revolving Loans or the Swing Line Loans hereunder would exceed interest in respect of the Aggregate Commitments or accrued until the Swing Line Sublimit, as applicable, effective date of any termination of the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess. Such reductions Aggregate Commitments shall be applied pro rata to paid on the Aggregate Commitments; provided that, if a FILO Tranche is outstanding, effective date of such reductions may be applied first to such FILO Tranche so long as the Borrowers shall be in pro forma compliance with the Payment Conditionstermination.

Termination or Reduction of Commitments. (a) The Borrowers On June 30, 2004, the Aggregate DeVry Commitments shall be reduced by $25,000,000. (b) If DeVry or any Subsidiary (other than GEI or any Offshore Subsidiary) consummates any Asset Sale, the Aggregate DeVry Commitments shall be reduced by the amount of the Net Cash Proceeds from such Asset Sale. If GEI or any Offshore Subsidiary consummates any Asset Sale, the Aggregate GEI Commitments shall be reduced by the amount of the Net Cash Proceeds from such Asset Sale. Each reduction under this Section 2.6(b) shall be effective immediately upon receipt thereof by DeVry or any Subsidiary of the Net Cash Proceeds giving rise thereto and shall be in addition to the scheduled commitment reduction amounts set forth in Section 2.6(a). (c) Either Borrower may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate CommitmentsCommitments to such Borrower, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line SublimitCommitments to such Borrower; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 10:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers neither Borrower shall not terminate or reduce the Aggregate Commitments to such Borrower if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings of such Borrower would exceed the Aggregate Commitments. IfCommitments to such Borrower, (iv) if, after giving effect to any reduction of the Aggregate DeVry Commitments, the DeVry Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate DeVry Commitments, such the DeVry Letter of Credit Sublimit or Swing Line shall be automatically reduced by the amount of such excess, and (v) if, after giving effect to any reduction of the Aggregate GEI Commitments, the GEI Letter of Credit Sublimit exceeds the amount of the Aggregate GEI Commitments, the GEI Letter of Credit Sublimit shall be automatically reduced by the amount of such excess. To the extent there are any FILO Tranches outstanding at the time of any such reduction or termination of the Aggregate Commitments under this Section 2.06, such reduction or termination shall be applied first to the non-FILO Tranche of Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with the Payment Conditions, in which case such reduction or termination may be applied to such FILO Tranche(s). (b) The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit, or the Aggregate Commitments under this Section 2.06. Upon any Commitments. (d) Any reduction of the Aggregate Commitments, Commitments shall be applied to the Commitment of each Lender shall be reduced by such Lender’s Applicable Percentage according to its Pro Rata Share. All commitment fees accrued until the effective date of such reduction amount. If, as a result any termination of such termination or reduction, (i) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, the Borrowers shall contemporaneously with such reduction or termination, Cash Collateralize such excess amount, (ii) the Swing Line Loans hereunder would exceed the Swing Line Sublimit, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess, and (iii) the Revolving Loans or the Swing Line Loans hereunder would exceed the Aggregate Commitments or the Swing Line Sublimit, as applicable, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess. Such reductions shall be applied pro rata to paid on the Aggregate Commitments; provided that, if a FILO Tranche is outstanding, effective date of such reductions may be applied first to such FILO Tranche so long as the Borrowers shall be in pro forma compliance with the Payment Conditionstermination.

Termination or Reduction of Commitments. (a) The Borrowers may, upon irrevocable notice from the Lead Borrower by SEI to the Administrative Agent, terminate the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate CommitmentsRevolving Credit Commitments (including, as determined by SEI, the Letter of Credit Sublimit or the Swing Line SublimitPR Borrowing Limit); provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers shall not terminate or reduce the Aggregate Revolving Credit Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings then aggregate Outstanding Amount of all Revolving Loans, Swing Line Loans and L/C Obligations would exceed the Aggregate Revolving Credit Commitments. If, and (iv) if, after giving effect to any reduction of the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or Sublimit, the Swing Line Sublimit or the PR Borrowing Limit (with respect to the Revolving Credit Facility) exceeds the amount of the Aggregate CommitmentsRevolving Credit Commitment, such Letter of Credit Sublimit sublimit or Swing Line Sublimit PR Borrowing Limit shall be automatically reduced by the amount of such excess. To the extent there are any FILO Tranches outstanding at the time of any such reduction or termination of the Aggregate Commitments under this Section 2.06, such reduction or termination shall be applied first to the non-FILO Tranche of Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with the Payment Conditions, in which case such reduction or termination may be applied to such FILO Tranche(s). (b) The Administrative Agent will promptly notify the Revolving Lenders of any such notice of termination or reduction of the Letter of Aggregate Revolving Credit Sublimit, Swing Line Sublimit, or the Aggregate Commitments under this Section 2.06Commitments. Upon any Any reduction of the Aggregate Commitments, Revolving Credit Commitments shall be applied to the Revolving Credit Commitment of each Revolving Lender according to its Applicable Revolving Percentage. All fees accrued until the effective date of any termination of the Aggregate Revolving Credit Commitments shall be reduced by such Lender’s Applicable Percentage paid on the effective date of such reduction amount. If, as a result of such termination or reduction, (i) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, the Borrowers shall contemporaneously with such reduction or termination, Cash Collateralize such excess amount, (ii) the Swing Line Loans hereunder would exceed the Swing Line Sublimit, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess, and (iii) the Revolving Loans or the Swing Line Loans hereunder would exceed the Aggregate Commitments or the Swing Line Sublimit, as applicable, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess. Such reductions shall be applied pro rata to the Aggregate Commitments; provided that, if a FILO Tranche is outstanding, such reductions may be applied first to such FILO Tranche so long as the Borrowers shall be in pro forma compliance with the Payment Conditions.

Termination or Reduction of Commitments. (a) The Subject to the payment of any Early Termination Fee required under the Fee Letter, the Borrowers may, upon irrevocable notice from the Lead Borrower to the Agent, terminate the Aggregate Commitments, Commitments or the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Commitments, Commitments or the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) any such notice may provide that it is conditioned upon the consummation of a refinancing of the Obligations, in which case, such notice may be revoked or extended by the Lead Borrower if any such refinancing shall not be consummated or shall otherwise be delayed prior to the date provided in such notice of termination or reduction of the Aggregate Commitments or Letters of Credit Sublimit, (iv) the Borrowers shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments. , or (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit. (b) If, after giving effect to any reduction of the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Letter of Credit Sublimit or Swing Line Sublimit shall be automatically reduced by the amount of such excess. To the extent there are any FILO Tranches outstanding at the time of any such reduction or termination of the Aggregate Commitments under this Section 2.06, such reduction or termination shall be applied first to the non-FILO Tranche of Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with the Payment Conditions, in which case such reduction or termination may be applied to such FILO Tranche(s). (bc) The Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit, Sublimit or the Aggregate Commitments under this Section 2.062.05. Upon any reduction of the Aggregate Commitments, the Commitment of each Lender shall be reduced by such Lender’s Applicable Percentage of such reduction amount. IfAll fees (including, as a result of such termination or reductionwithout limitation, (i) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the commitment fees, Early Termination Fees, and Letter of Credit Sublimit, the Borrowers shall contemporaneously with such reduction or termination, Cash Collateralize such excess amount, (iiFees) the Swing Line Loans hereunder would exceed the Swing Line Sublimit, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess, and (iii) the Revolving Loans or the Swing Line Loans hereunder would exceed interest in respect of the Aggregate Commitments or accrued until the Swing Line Sublimit, as applicable, effective date of any termination of the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess. Such reductions Aggregate Commitments shall be applied pro rata to paid on the Aggregate Commitments; provided that, if a FILO Tranche is outstanding, effective date of such reductions may be applied first to such FILO Tranche so long as the Borrowers shall be in pro forma compliance with the Payment Conditionstermination.

Termination or Reduction of Commitments. (a) The Borrowers Company may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate CommitmentsRevolving Credit Facility, the Letter of Credit Sublimit or the Swing Line Sublimit Sublimit, or from time to time permanently reduce the Aggregate CommitmentsRevolving Credit Facility, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five three Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers Company shall not terminate or reduce the Aggregate Commitments Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Aggregate Commitments. IfRevolving Credit Facility, and (iv) if, after giving effect to any reduction of the CommitmentsRevolving Credit Facility, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate CommitmentsRevolving Credit Facility, such Letter of Credit Sublimit or Swing Line Sublimit shall be automatically reduced by the amount of such excess. To All fees accrued until the extent there are any FILO Tranches outstanding at the time effective date of any such reduction or termination of the Aggregate Commitments under this Section 2.06, such reduction or termination Revolving Credit Facility shall be applied first to paid on the non-FILO Tranche effective date of Revolving Loans on a pro-rata basis unless such termination. In addition, the Borrowers aggregate Term Loan Commitments shall be in pro forma compliance with automatically and permanently reduced to zero on the Payment Conditions, in which case such reduction or termination may be applied to such FILO Tranche(s)date of the Term Loan Borrowing. (b) The Administrative Agent will promptly notify the Lenders of any notice and of any termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit, Sublimit or the Aggregate Commitments Revolving Credit Commitment under this Section 2.06. Upon any reduction of the Aggregate Revolving Credit Commitments, the Revolving Credit Commitment of each Revolving Credit Lender shall be reduced by such Lender’s Applicable Revolving Credit Percentage of such reduction amount. If, as a result of such termination or reduction, (i) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, the Borrowers shall contemporaneously with such reduction or termination, Cash Collateralize such excess amount, (ii) the Swing Line Loans hereunder would exceed the Swing Line Sublimit, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess, and (iii) the Revolving Loans or the Swing Line Loans hereunder would exceed the Aggregate Commitments or the Swing Line Sublimit, as applicable, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess. Such reductions shall be applied pro rata to the Aggregate Commitments; provided that, if a FILO Tranche is outstanding, such reductions may be applied first to such FILO Tranche so long as the Borrowers shall be in pro forma compliance with the Payment Conditions.

Termination or Reduction of Commitments. (a) Unless previously terminated, the Revolving Commitments will terminate on the Revolving Maturity Date. Unless previously terminated, the Term Commitments will terminate on the last day of the Availability Period with respect to the Term Facility. (b) The Borrowers Borrower may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Revolving Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Revolving Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. 12:00 Noon five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers Borrower shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, (A) the Total Revolving Outstandings would exceed the Aggregate Commitments. If, after giving effect to any reduction of the Revolving Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Letter of Credit Sublimit or Swing Line Sublimit shall be automatically reduced by the amount of such excess. To the extent there are any FILO Tranches outstanding at the time of any such reduction or termination of the Aggregate Commitments under this Section 2.06, such reduction or termination shall be applied first to the non-FILO Tranche of Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with the Payment Conditions, in which case such reduction or termination may be applied to such FILO Tranche(s). (b) The Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit, or the Aggregate Commitments under this Section 2.06. Upon any reduction of the Aggregate Commitments, the Commitment of each Lender shall be reduced by such Lender’s Applicable Percentage of such reduction amount. If, as a result of such termination or reduction, (iB) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder Letters of Credit would exceed the Letter of Credit Sublimit, the Borrowers shall contemporaneously with such reduction or termination, Cash Collateralize such excess amount, (iiC) the Swing Line Outstanding Amount of Negotiated Rate Loans hereunder would exceed the Swing Line Sublimit, Negotiated Rate Sublimit or (D) the Borrowers shall contemporaneously with such reduction or termination, pay the Agent Outstanding Amount of all Loans denominated in Alternative Currencies exceeds an amount equal to 105% of the Alternative Currency Sublimit. Each notice of termination shall specify such excess, election to terminate and (iii) the effective date thereof. The Administrative Agent will promptly notify the Revolving Loans Lenders of any such notice of termination or reduction of the Aggregate Revolving Commitments. The amount of any such Aggregate Revolving Commitment reduction shall not be applied to the Alternative Currency Sublimit or the Swing Line Loans hereunder would exceed Letter of Credit Sublimit unless otherwise specified by the Borrower. Any reduction of the Aggregate Revolving Commitments or the Swing Line Sublimit, as applicable, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess. Such reductions shall be applied pro rata to the Revolving Commitment of each Revolving Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments; provided that, if a FILO Tranche Revolving Commitments shall be paid on the effective date of such termination. A notice delivered by the Borrower pursuant to this Section 2.07 may state that such notice is outstandingconditioned upon an event, such reductions as the effectiveness of other credit facilities, the receipt of the proceeds from the issuance of Equity Interests or other Indebtedness or the receipt of the proceeds from a Disposition, in which case such notice may be applied first revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such FILO Tranche so long as the Borrowers shall be in pro forma compliance with the Payment Conditionscondition is not satisfied.

Termination or Reduction of Commitments. (a) The Borrowers Borrower may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 10:00 a.m. five New York City time three (3) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be (A) in the case of the Term Loans, in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, (B) in the case of the Capex Loans, in an aggregate amount of $1,000,000 or any whole multiple of $500,000 in excess thereof, and (C) in the case of the Revolving Loans, in an aggregate amount of $100,000 or any whole multiple of $50,000 in excess thereof; and (iii) the Borrowers shall Borrower may not terminate or reduce the Aggregate Revolving Loan Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments. If, after giving effect to any reduction of the Commitments, an amount less than the Letter of Credit Sublimit or Usage then outstanding. The Administrative Agent will promptly notify the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Letter of Credit Sublimit or Swing Line Sublimit shall be automatically reduced by the amount of such excess. To the extent there are any FILO Tranches outstanding at the time applicable Lenders of any such notice of termination or reduction of any of the Commitments. Any reduction of the Term Loan Commitments, the Capex Loan Commitments or the Revolving Loan Commitments shall be made ratably among the Term Loan Lenders, the Capex Loan Lenders or the Revolving Loan Lenders, as the case may be, in accordance with their respective Commitments, as the case may be. All commitment fees accrued until the effective date of any termination of the Aggregate Commitments under this Section 2.06, such reduction or termination shall be applied first to paid on the non-FILO Tranche effective date of Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with the Payment Conditions, in which case such reduction or termination may be applied to such FILO Tranche(s)termination. (b) The If the Borrowing of the Term Loans has not been made on or before December 31, 2007, the Administrative Agent will promptly notify (acting at the direction of the Required Lenders) may, by written notice to the Borrower, terminate the Commitments of the Lenders with respect to each of the Loans, which termination shall become effective immediately; and upon indefeasible payment in full of any Obligations then due and owing, the Loan Documents and the security interests created thereby shall be terminated. (c) Any termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit, or the Aggregate Commitments under this Section 2.06. Upon any reduction of the Aggregate Commitments, the Commitment of each Lender Commitments shall be reduced by such Lender’s Applicable Percentage of such reduction amount. If, as a result of such termination or reduction, (i) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, the Borrowers shall contemporaneously with such reduction or termination, Cash Collateralize such excess amount, (ii) the Swing Line Loans hereunder would exceed the Swing Line Sublimit, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess, and (iii) the Revolving Loans or the Swing Line Loans hereunder would exceed the Aggregate Commitments or the Swing Line Sublimit, as applicable, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess. Such reductions shall be applied pro rata to the Aggregate Commitments; provided that, if a FILO Tranche is outstanding, such reductions may be applied first to such FILO Tranche so long as the Borrowers shall be in pro forma compliance with the Payment Conditionspermanent.

Termination or Reduction of Commitments. (a) The Borrowers may, upon irrevocable notice (which notice may be conditioned as set forth in Section 2.05(h)) from the Lead Borrower to the Administrative Agent, terminate the Aggregate CommitmentsCommitments of any Class, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate CommitmentsCommitments of any Class, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five 12:00 p.m. three Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers shall not terminate or reduce (A) the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings Revolving Exposure would exceed the Aggregate Revolving Commitments. , (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, and (C) the Swing Line Sublimit if, after giving effect thereto, and to any concurrent payments hereunder, the Outstanding Amount of Swing Line Loans hereunder would exceed the Swing Line Sublimit. (b) If, after giving effect to any reduction of the Aggregate Revolving Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Commitments, such Letter of Credit Sublimit or Swing Line Sublimit shall be automatically reduced by the amount of such excess. To the extent there are any FILO Tranches outstanding at the time of any such reduction or termination of the Aggregate Commitments under this Section 2.06, such reduction or termination shall be applied first to the non-FILO Tranche of Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with the Payment Conditions, in which case such reduction or termination may be applied to such FILO Tranche(s). (bc) The Administrative Agent will promptly notify the Lenders of any proposed termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit, Sublimit or the Aggregate Revolving Commitments under this Section 2.06. Upon any reduction of the Aggregate Revolving Commitments, the Revolving Commitment of each Lender shall be reduced by such Lender’s Applicable Percentage of such reduction amount. IfAll fees (including, as a result of such termination or reductionwithout limitation, (i) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the commitment fees and Letter of Credit Sublimit, the Borrowers shall contemporaneously with such reduction or termination, Cash Collateralize such excess amount, (iiFees) the Swing Line Loans hereunder would exceed the Swing Line Sublimit, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess, and (iii) the Revolving Loans or the Swing Line Loans hereunder would exceed interest in respect of the Aggregate Revolving Commitments or accrued until the Swing Line Sublimit, as applicable, effective date of any termination of the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess. Such reductions Aggregate Revolving Commitments shall be applied pro rata to paid on the Aggregate Commitments; provided that, if a FILO Tranche is outstanding, effective date of such reductions may be applied first to such FILO Tranche so long as the Borrowers shall be in pro forma compliance with the Payment Conditionstermination.

Termination or Reduction of Commitments. (a) The Borrowers may, upon irrevocable notice from the Lead Borrower Company to the Administrative Agent, terminate the Aggregate Tranche A Commitments, the Letter of Credit Sublimit or the Swing Line Swingline Sublimit or from time to time permanently reduce the Aggregate Tranche A Commitments, the Letter of Credit Sublimit or the Swing Line Swingline Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers shall not terminate or reduce (A) the Aggregate Tranche A Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings total Exposure of the Tranche A Lenders would exceed the Aggregate Tranche A Commitments, (B) the Letter of Credit Sublimit if, after giving effect thereto, the L/C Exposure not fully cash collateralized in accordance with Section 2.06(j) hereunder would exceed the Letter of Credit Sublimit, and (C) the Swingline Sublimit if, after giving effect thereto, and to any concurrent payments hereunder, the outstanding principal amount of Swingline Loans hereunder would exceed the Swingline Sublimit. In the event that the Tranche A Commitments are terminated in their entirety, the Tranche A-1 Commitments shall thereupon also be automatically terminated without any further action of the Loan Parties. (b) If, after giving effect to any reduction of the Aggregate Tranche A Commitments, the Letter of Credit Sublimit or the Swing Line Swingline Sublimit exceeds the amount of the Aggregate Tranche A Commitments, such Letter of Credit Sublimit or Swing Line Swingline Sublimit shall be automatically reduced by the amount of such excess. To . (c) The Borrowers may terminate the extent Aggregate Tranche A-1 Commitments in whole or in part, upon irrevocable notice from the Company to the Administrative Agent, if (i) at the time of such termination, (A) there are no outstanding Tranche A Loans and (B) Excess Availability is not less than twenty percent (20%) of the Tranche A Borrowing Base, and (ii) the Borrowers have demonstrated to the reasonable satisfaction of the Administrative Agent that Excess Availability, as projected on a pro-forma basis for the twelve (12) months following such payment, will be equal to or greater than twenty percent (20%) of the Tranche A Borrowing Base provided that any FILO Tranches outstanding such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction. Each such reduction shall be in the principal amount of $5,000,000 or any integral multiple thereof. The Borrowers shall pay to the Administrative Agent for application as provided herein (i) at the effective time of any such termination (but not any partial reduction), all Unused Fees accrued on the Aggregate Tranche A-1 Commitments so terminated, and (ii) at the effective time of any such reduction or termination of termination, any amount by which the Tranche A-1 Credit Extensions to the Borrowers outstanding on such date exceed the amount to which the Aggregate Tranche A-1 Commitments under this Section 2.06, are to be reduced effective on such reduction or termination shall be applied first to the non-FILO Tranche of Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with the Payment Conditions, in which case such reduction or termination may be applied to such FILO Tranche(s)date. (bd) The Administrative Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swing Line the Swingline Sublimit, the Aggregate Tranche A Commitments or the Aggregate Tranche A-1 Commitments under this Section 2.062.09. Upon any reduction of the Aggregate Tranche A Commitments, the Tranche A Commitment of each Tranche A Lender shall be reduced by such Tranche A Lender’s Tranche A Applicable Percentage of such reduction amount. IfUpon any reduction of the Aggregate Tranche A-1 Commitments, the Tranche A-1 Commitment of each Tranche A-1 Lender shall be reduced by such Tranche A-1 Lender’s Tranche A-1 Applicable Percentage of such reduction amount. All fees (including, without limitation, Unused Fees and Letter of Credit Fees) in respect of the Aggregate Revolving Commitments, as a result applicable, accrued until the effective date of any termination of such Commitments shall be paid on the effective date of such termination. (e) Each notice delivered by the Company pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reductionreduction of the Commitments shall be permanent. (f) On the Effective Date and the funding of the Term Loan, the Term Commitments of the Term Lenders terminated. (g) On the Restatement Effective Date and the funding of the Term A-2 Loan, the Term A-2 Commitments of the Term A-2 Lenders shall be terminated. (h) To the extent that any Real Estate which constitutes a Principal Property on the Effective Date is reasonably determined by the Administrative Agent to no longer constitute a Principal Property, at the Company’s election, the Term Loan may be decreased by an amount equal to the Appraised Value of such Real Estate; provided that (i) the Outstanding Amount Aggregate Tranche A Commitments are increased by a corresponding amount (in which event the Tranche A Commitment of L/C Obligations not fully Cash Collateralized hereunder would exceed each Tranche A Lender shall be automatically be increased by an amount equal to its Tranche A Applicable Percentage of such increase in the Letter of Credit Sublimit, the Borrowers shall contemporaneously with such reduction or termination, Cash Collateralize such excess amount, Aggregate Tranche A Commitments) and (ii) the Swing Line Loans hereunder would exceed Mortgages and other Loan Documents are amended in form reasonably satisfactory to the Swing Line SublimitAdministrative Agent (A) to provide that such Real Estate secures all Obligations and (B) as may otherwise be reasonably required by the Administrative Agent to reflect that such Real Estate is no longer a Principal Property. Any increase in the Aggregate Tranche A Commitments under this Section 2.09(h) shall in no way impair the rights of the Borrowers under Section 2.02 hereof. (i) To the extent that any Real Estate owned on the Effective Date which has been determined not to constitute a Principal Property on the Effective Date but is reasonably determined by the Administrative Agent after the Effective Date to have constituted a Principal Property on the Effective Date, at the Company’s election, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent Term Loan may be increased by an amount equal to the Appraised Value of such excess, and Real Estate; provided that (iiii) the Revolving Loans or Tranche A Commitments are decreased by a corresponding amount (in which event the Swing Line Loans hereunder would exceed the Aggregate Commitments or the Swing Line Sublimit, as applicable, the Borrowers Tranche A Commitment of each Tranche A Lender shall contemporaneously with such reduction or termination, pay the Agent be automatically be reduced by an amount equal to its Tranche A Applicable Percentage of such excess. Such reductions shall be applied pro rata decrease in the Aggregate Tranche A Commitments), and (ii) the Mortgages and other Loan Documents are amended in form reasonably satisfactory to the Aggregate Commitments; provided that, if Administrative Agent (A) to provide that such Real Estate secures only the Term Loans and (B) as may otherwise be reasonably required by the Administrative Agent to reflect that such Real Estate is a FILO Tranche is outstanding, such reductions may be applied first to such FILO Tranche so long as the Borrowers shall be in pro forma compliance with the Payment ConditionsPrincipal Property.

Termination or Reduction of Commitments. (a) The Borrowers may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction of the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers shall not terminate or reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments. , (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of LC Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, and (C) the Swing Line Sublimit if, after giving effect thereto, and to any concurrent payments hereunder, the Outstanding Amount of Swing Line Loans hereunder would exceed the Swing Line Sublimit. (b) If, after giving effect to any reduction of the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Letter of Credit Sublimit or Swing Line Sublimit shall be automatically reduced by the amount of such excess. To the extent there are any FILO Tranches outstanding at the time of any such reduction or termination of the Aggregate Commitments under this Section 2.06, such reduction or termination shall be applied first to the non-FILO Tranche of Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with the Payment Conditions, in which case such reduction or termination may be applied to such FILO Tranche(s). (bc) The Administrative Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit, Sublimit or the Aggregate Commitments under this Section 2.06. Upon any reduction of the Aggregate Commitments, the Commitment of each Lender shall be reduced by such Lender’s Applicable Percentage of such reduction amount. If, as a result of such termination or reduction, (i) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, the Borrowers shall contemporaneously with such reduction or termination, Cash Collateralize such excess amount, (ii) the Swing Line Loans hereunder would exceed the Swing Line Sublimit, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess, and (iii) the Revolving Loans or the Swing Line Loans hereunder would exceed the Aggregate Commitments or the Swing Line Sublimit, as applicable, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess. Such reductions shall be applied pro rata to the Aggregate Commitments; provided that, if a FILO Tranche is outstanding, such reductions may be applied first to such FILO Tranche so long as the Borrowers shall be in pro forma compliance with the Payment Conditions.this

Termination or Reduction of Commitments. (a) The Borrowers may, upon irrevocable notice to the Administrative Agent from the Lead Borrower to the Agent, terminate the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit Sublimit, or from time to time permanently reduce the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five three (3) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 25,000,000 or any whole multiple of $1,000,000 5,000,000 in excess thereof, (iii) no such partial reduction shall result in the Aggregate Revolving Credit Commitments being less than $75,000,000, (iv) the Borrowers shall not terminate or reduce (A) the Aggregate Revolving Credit Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Aggregate Revolving Credit Commitments. If, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of Letter of Credit Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (C) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit and (v) if, after giving effect to any reduction or termination of the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit Commitments, such Letter of Credit Sublimit or Swing Line Sublimit shall be automatically reduced by the amount of such excess. To the extent there are any FILO Tranches outstanding at the time of any such reduction or termination of the Aggregate Commitments under this Section 2.06, such reduction or termination shall be applied first to the non-FILO Tranche of Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with the Payment Conditions, in which case such reduction or termination may be applied to such FILO Tranche(s). (b) The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Letter of Aggregate Revolving Credit Sublimit, Swing Line Sublimit, or the Aggregate Commitments under this Section 2.06. Upon any reduction of the Aggregate Commitments, the Commitment of each Lender shall be reduced by such Lender’s Applicable Percentage of such reduction amount. If, as a result of such termination or reduction, (i) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, the Borrowers shall contemporaneously with such reduction or termination, Cash Collateralize such excess amount, (ii) the Swing Line Loans hereunder would exceed the Swing Line Sublimit, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess, and (iii) the Revolving Loans or the Swing Line Loans hereunder would exceed the Aggregate Commitments Sublimit or the Swing Line Sublimit, as applicable, . Any reduction of the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess. Such reductions Aggregate Revolving Credit Commitments shall be applied pro rata to the Revolving Credit Commitment of each Revolving Credit Lender according to its Applicable Revolving Credit Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments; provided that, if a FILO Tranche is outstanding, such reductions may be applied first to such FILO Tranche so long as the Borrowers Revolving Credit Commitments shall be in pro forma compliance with paid on the Payment Conditionseffective date of such termination.

Termination or Reduction of Commitments. (a) The Borrowers may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate CommitmentsCommitments of any Class, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate CommitmentsCommitments of any Class, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five 12:00 p.m. three Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrowers shall not terminate or reduce (A) the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings Revolving Exposure would exceed the Aggregate Revolving Commitments. , (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, and (C) the Swing Line Sublimit if, after giving effect thereto, and to any concurrent payments hereunder, the Outstanding Amount of Swing Line Loans hereunder would exceed the Swing Line Sublimit. (b) If, after giving effect to any reduction of the Aggregate Revolving Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Commitments, such Letter of Credit Sublimit or Swing Line Sublimit shall be automatically reduced by the amount of such excess. To the extent there are any FILO Tranches outstanding at the time of any such reduction or termination of the Aggregate Commitments under this Section 2.06, such reduction or termination shall be applied first to the non-FILO Tranche of Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with the Payment Conditions, in which case such reduction or termination may be applied to such FILO Tranche(s). (bc) The Administrative Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit, Sublimit or the Aggregate Revolving Commitments under this Section 2.06. Upon any reduction of the Aggregate Revolving Commitments, the Revolving Commitment of each Lender shall be reduced by such Lender’s Applicable Percentage of such reduction amount. IfAll fees (including, as a result of such termination or reductionwithout limitation, (i) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the commitment fees and Letter of Credit Sublimit, the Borrowers shall contemporaneously with such reduction or termination, Cash Collateralize such excess amount, (iiFees) the Swing Line Loans hereunder would exceed the Swing Line Sublimit, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess, and (iii) the Revolving Loans or the Swing Line Loans hereunder would exceed interest in respect of the Aggregate Revolving Commitments or accrued until the Swing Line Sublimit, as applicable, effective date of any termination of the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess. Such reductions Aggregate Revolving Commitments shall be applied pro rata to paid on the Aggregate Commitments; provided that, if a FILO Tranche is outstanding, effective date of such reductions may be applied first to such FILO Tranche so long as the Borrowers shall be in pro forma compliance with the Payment Conditionstermination.

Termination or Reduction of Commitments. (a) The Borrowers may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate CommitmentsCommitments of any Class, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently reduce the Aggregate CommitmentsCommitments of any Class, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five 12:00 p.m. three (3) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 1,000,000 or any whole multiple of $1,000,000 500,000 in excess thereof, (iii) the Borrowers shall not terminate or reduce reduce (A) the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments. , (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, and (C) the Swing Line Sublimit if, after giving effect thereto, and to any concurrent payments hereunder, the Outstanding Amount of Swing Line Loans hereunder would exceed the Swing Line Sublimit. (b) If, after giving effect to any reduction of the Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Letter of Credit Sublimit or Swing Line Sublimit shall be automatically reduced by the amount of such excess. To the extent there are any FILO Tranches outstanding at the time of any such reduction or termination of the Aggregate Commitments under this Section 2.06, such reduction or termination shall be applied first to the non-FILO Tranche of Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with the Payment Conditions, in which case such reduction or termination may be applied to such FILO Tranche(s). (bc) The Administrative Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit, Sublimit or the Aggregate Commitments under this Section 2.06. Upon any reduction of the Aggregate Commitments, the Commitment of each Lender shall be reduced by such Lender’s Applicable Percentage of such reduction amount. IfAll fees (including, as a result of such termination or reductionwithout limitation, (i) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the commitment fees and Letter of Credit Sublimit, the Borrowers shall contemporaneously with such reduction or termination, Cash Collateralize such excess amount, (iiFees) the Swing Line Loans hereunder would exceed the Swing Line Sublimit, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess, and (iii) the Revolving Loans or the Swing Line Loans hereunder would exceed interest in respect of the Aggregate Commitments or accrued until the Swing Line Sublimit, as applicable, effective date of any termination of the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess. Such reductions Aggregate Commitments shall be applied pro rata to paid on the Aggregate Commitments; provided that, if a FILO Tranche is outstanding, effective date of such reductions may be applied first to such FILO Tranche so long as the Borrowers shall be in pro forma compliance with the Payment Conditionstermination.

Termination or Reduction of Commitments. (a) The Borrowers Company may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit or from time to time permanently irrevocably reduce the Aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five 3:00 p.m. three Business Days prior to the date of termination or reduction, (ii) any such partial reduction in the Aggregate Revolving Credit Commitments shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrowers Company shall not terminate or reduce the Aggregate Revolving Credit Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, either the Total Outstandings Outstanding Revolving Credit Amount would exceed the Aggregate Commitments. If, after giving effect to any reduction of the Commitments, the Letter of Revolving Credit Sublimit Commitments or the Swing Line Sublimit exceeds the aggregate outstanding principal amount of all Swingline Loans would exceed the Aggregate Commitments, such Letter of Credit Sublimit or Swing Line Sublimit shall be automatically reduced by the amount of such excessSwingline Sublimit. To the extent there are any FILO Tranches outstanding at the time of any such reduction or termination of the Aggregate Commitments under this Section 2.06, such reduction or termination shall be applied first to the non-FILO Tranche of Revolving Loans on a pro-rata basis unless the Borrowers shall be in pro forma compliance with the Payment Conditions, in which case such reduction or termination may be applied to such FILO Tranche(s). (b) The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Letter Aggregate Revolving Credit Commitments. Any such notice terminating the Commitments in whole in connection with a refinancing of Credit Sublimitall Obligations hereunder may state that it is conditioned on the effectiveness of other credit facilities, Swing Line Sublimitin which case such notice may be revoked by the Company (by notice to the Administrative Agent on or before the specified effective date) if such condition is not satisfied, or in which case such termination of the Aggregate Commitments under this Section 2.06shall not occur. Upon any Any reduction of the Aggregate Commitments, Revolving Credit Commitments shall be applied to the Revolving Credit Commitment of each Lender according to its Revolving Credit Commitment Percentage. All fees accrued until the effective date of any termination of the Aggregate Revolving Credit Commitments, as the case may be, shall be reduced by such Lender’s Applicable Percentage paid on the effective date of such reduction amount. If, as a result of such termination or reduction, (i) the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, the Borrowers shall contemporaneously with such reduction or termination, Cash Collateralize such excess amount, (ii) the Swing Line Loans hereunder would exceed the Swing Line Sublimit, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess, and (iii) the Revolving Loans or the Swing Line Loans hereunder would exceed the Aggregate Commitments or the Swing Line Sublimit, as applicable, the Borrowers shall contemporaneously with such reduction or termination, pay the Agent an amount equal to such excess. Such reductions shall be applied pro rata to the Aggregate Commitments; provided that, if a FILO Tranche is outstanding, such reductions may be applied first to such FILO Tranche so long as the Borrowers shall be in pro forma compliance with the Payment Conditions.