Common use of Termination or Reduction of Commitments Clause in Contracts

Termination or Reduction of Commitments. The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. three Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination), (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the 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; provided that the Borrower may terminate the Aggregate Commitments if all Loans have been paid in full, the Borrower has Cash Collateralized, or provided other support acceptable to the applicable L/C Issuer(s) for, all outstanding Letters of Credit, and there are no outstanding L/C Borrowings. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. The Borrower may, upon notice 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 1:00 p.m. three noon five Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination)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 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; provided that , (B) the Borrower may terminate the Aggregate Commitments if all Loans have been paid in fullLetter of Credit Sublimit if, after giving effect thereto, the Borrower has Cash Collateralized, or provided other support acceptable to the applicable Outstanding Amount of L/C Issuer(sObligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit or (C) forthe Swing Line Sublimit if, all outstanding Letters after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Credit, and there are no outstanding L/C BorrowingsSwing Line Loans would exceed the Swing Line Sublimit. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Letter of Credit Sublimit, the Swing Line Sublimit or the Aggregate CommitmentsCommitments under this Section 2.06. Any Upon any reduction of the Aggregate Commitments shall be applied to Commitments, the Commitment of each Lender according to its shall be reduced by such Lender’s Applicable PercentagePercentage of such reduction amount. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. The Borrower Company may, upon notice to the Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall will be received by the Administrative Agent not later than 1:00 p.m. three 10:00 a.m. five Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination)reduction, (ii) any such partial reduction shall will be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrower shall Company will 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; provided that , unless the Borrower may terminate Total Outstandings consist solely of the Outstanding Amount of L/C Obligations and the Company has concurrently Cash Collateralized the Outstanding Amount of L/C Obligations, and (iv) if, after giving effect to any reduction of the Aggregate Commitments, the Alternative Currency Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Sublimit will be automatically reduced by the amount of such excess. A notice of termination of the Aggregate Commitments if all Loans have been paid delivered by the Company pursuant to this Section 2.07 may state that such notice is conditioned on the effectiveness of other credit facilities or the availability of a source of funds for the prepayment in fullfull of the Obligations under this Agreement, in which case, such notice may be revoked by the Borrower has Cash Collateralized, or provided other support acceptable Company (by notice to the applicable L/C Issuer(sAdministrative Agent on or prior to the specified effective date) for, all outstanding Letters of Credit, and there are no outstanding L/C Borrowingsif such condition is not satisfied. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Except as otherwise set forth above, the amount of any such Aggregate Commitment reduction will not be applied to the Alternative Currency Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Company. Any reduction of the Aggregate Commitments shall will be applied to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments shall will be paid on the effective date of such termination.

Termination or Reduction of Commitments. The Borrower Company may, upon notice to the Administrative Agent, terminate the Aggregate Revolving Commitments, or from time to time permanently reduce the Aggregate Revolving Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. three Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or such shorter period as the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments Administrative Agent may be received on the date of terminationagree in its sole discretion), (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrower 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 Aggregate Revolving Commitments; provided that the Borrower may terminate , and (iv) if, after giving effect to any reduction of the Aggregate Commitments if all Loans have been paid in fullRevolving Commitments, the Borrower has Cash CollateralizedLetter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Commitments, or provided other support acceptable to such sublimit shall be automatically reduced by the applicable L/C Issuer(s) for, all outstanding Letters amount of Credit, and there are no outstanding L/C Borrowingssuch excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Revolving Commitments. If such notice from the Company described above in this paragraph is given in connection with a full or partial refinancing of the Revolving Commitments, such notice may condition the reduction or termination upon the effectiveness of such refinancing, in which case such notice may be revoked by the Company (by notice to the Administrative Agent on or prior to the date of the effectiveness of such termination) if such condition is not satisfied. The amount of any such Aggregate Revolving Commitment reduction shall not be applied to the Letter of Credit Sublimit unless otherwise specified by the Company. Any reduction of the Aggregate Revolving Commitments shall be applied to the Commitment of each Lender according to its Applicable Percentage, to the Letter of Credit Commitments in accordance with the Applicable L/C Percentages and to the Swing Line Commitments in accordance with the Applicable Swing Line Percentages. All fees accrued until the effective date of any termination of the Aggregate Revolving Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. The Borrower may, upon Upon at least ten (10) Business Days’ prior written notice to the Administrative Agent, the Lead Borrower may at any time in whole permanently terminate the Aggregate Total Commitments. In addition, or from upon at least five (5) Business Days’ prior written notice to the Administrative Agent, the Lead Borrower may at any time to time in part permanently reduce the Aggregate Total Commitments; provided that (i) any . Each such notice shall be received by the Administrative Agent not later than 1:00 p.m. three Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination), (ii) any such partial reduction shall be in an aggregate the principal amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) 5,000,000; provided that the Borrower Borrowers shall not terminate or reduce (A) the Aggregate Total Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings Credit Extensions outstanding would exceed the Aggregate Total Commitments; provided that , (B) the Borrower may terminate the Aggregate Commitments if all Loans have been paid sublimit for Letters of Credit set forth in fullSection 2.1(a)(ii) if, after giving effect thereto, the Borrower has Cash Collateralized, or provided other support acceptable to the applicable L/C Issuer(s) for, all outstanding Letters Letter of CreditCredit Outstandings not fully cash collateralized hereunder would exceed such sublimit, and there are no (C) the sublimit for Swingline Loans set forth in Section 2.6(a) hereof if, after giving effect thereto, and to any concurrent payments hereunder, the outstanding L/C Borrowingsamount of Swingline Loans hereunder would exceed such sublimit. The Administrative Agent will promptly notify the Lenders of If, after giving effect to any such notice of termination or reduction of the Aggregate Total Commitments. Any reduction , the sublimit for Letters of Credit set forth in Section 2.1(a)(ii) hereof or the sublimit for Swingline Loans set forth in Section 2.6(a) hereof exceeds the amount of the Aggregate Commitments Total Commitments, such sublimits shall be automatically reduced by the amount of such excess. Each such reduction or termination shall (i) be applied ratably to the Commitment of each Lender according to its Applicable Percentageand (ii) be irrevocable when given. All fees accrued until At the effective date time of any termination each such reduction or termination, the Borrowers shall pay to the Administrative Agent for application as provided herein (i) all Commitment Fees accrued on the amount of the Aggregate Total Commitments shall so terminated or reduced through the date thereof, (ii) any amount by which the Credit Extensions outstanding on such date exceed the amount to which the Total Commitments are to be paid reduced effective on such date, in each case pro rata based on the effective date of such terminationamount prepaid, and (iii) any Breakage Costs, if applicable.

Termination or Reduction of Commitments. (a) The Borrower Representative may, upon notice to the Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 12:00 p.m. three five Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination)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 Borrower Representative 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; provided that the Borrower may terminate , (iv) if, after giving effect to any reduction of the Aggregate Commitments if all Loans have been paid in fullCommitments, the Borrower has Cash CollateralizedLetter of Credit Sublimit exceeds the amount of the Aggregate Commitments, or provided other support acceptable to such Letter of Credit Sublimit shall be automatically reduced by the applicable L/C Issuer(s) for, all outstanding Letters amount of Creditsuch excess, and there are no outstanding L/C Borrowings(v) if, after giving effect to any reduction of the Aggregate Commitments, the Blackwater Sublimit exceeds the amount of the Aggregate Commitments, such Blackwater Sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination, provided that a notice of termination of the Aggregate Commitments delivered by the Borrower Representative may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower Representative (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. (b) The Blackwater Borrower may, upon notice from the Borrower Representative to the Administrative Agent, terminate the Blackwater Sublimit, or from time to time permanently reduce the Blackwater Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 12:00 p.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Blackwater Borrower shall not terminate or reduce the Blackwater Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Blackwater Outstandings would exceed the Blackwater Sublimit, and (iv) if the Blackwater Sublimit is reduced to zero, the Blackwater Borrower shall cease to be a Borrower hereunder. A termination of the Blackwater Sublimit pursuant to this Section 2.05(b) shall not, in and of itself, result in a reduction of the Aggregate Commitments. The Lenders authorize the Administrative Agent to enter into all amendments and modifications to this Agreement that are reasonably required to appropriately effect any termination of the Blackwater Sublimit pursuant to this Section 2.05(b) and the removal of the Blackwater Borrower as a Borrower in connection therewith.

Termination or Reduction of Commitments. (a) The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate CommitmentsCommitments in whole or in part; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. noon three Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination)reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 1,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the 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; provided that the Borrower may terminate the Aggregate Commitments if all Loans have been paid in full, the Borrower has Cash Collateralized, or provided other support acceptable to the applicable L/C Issuer(s) for, all outstanding Letters of Credit, and there are no outstanding L/C Borrowings. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination. A notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. (b) The Borrower shall have the right, at any time, upon at least three Business Days’ notice to a Defaulting Lender (with a copy to the Administrative Agent), to terminate in whole such Defaulting Lender’s Commitment under this Section 2.04

Termination or Reduction of Commitments. (a) The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. three (3) Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination)reduction, (ii) any such partial reduction shall be (A) in the case of the Term Loans, in an aggregate amount of $5,000,000 1,000,000 or any whole multiple of $1,000,000 500,000 in excess thereof, and (B) 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 Borrower shall may not terminate or reduce the Aggregate Revolving Loan Commitments if, after giving effect thereto and unless the Issuing Bank is satisfied that sufficient funds will be available to permit repayment of Drawings under any concurrent prepayments hereunder, Letter of Credit outstanding as of the Total Outstandings would exceed the Aggregate Commitments; provided that the Borrower may terminate the Aggregate Commitments if all Loans have been paid in full, the Borrower has Cash Collateralized, or provided other support acceptable to the applicable L/C Issuer(s) for, all outstanding Letters date of Credit, and there are no outstanding L/C Borrowingstermination. The Administrative Agent will promptly notify the applicable Lenders of any such notice of termination or reduction of any of the Aggregate Commitments. Any reduction of the Aggregate Term Loan Commitments shall be applied to made ratably among the Commitment of each Lender according to its Applicable PercentageTerm Loan Lenders in accordance with their respective Class A Commitments and Class B Commitments. All commitment 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 the initial Borrowing of Term Loans have not been borrowed on or before December 31, 2004, the Administrative Agent (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. (c) Any termination or reduction of any of the Commitments shall be permanent.

Termination or Reduction of Commitments. (a) Concurrently with the Borrowing of any Term A-1 Loans on any Borrowing Date, the Term A-1 Commitment of each Term A-1 Lender will be permanently reduced on a dollar-for-dollar basis by the principal amount of Term A-1 Loans made by such Term A-1 Lender on such Borrowing Date. Concurrently with the Borrowing of any Term A-2 Loans on any Borrowing Date, the Term A-2 Commitment of each Term A-2 Lender will be permanently reduced on a dollar-for-dollar basis by the principal amount of Term A-2 Loans made by such Term A-2 Lender on such Borrowing Date. Concurrently with the Borrowing of the Term A-3 Loans on the Second Amendment Effective Date, the Term A-3 Commitment of each Term A-3 Lender will be permanently reduced to zero and be terminated. (b) Unless previously terminated, (i) the Aggregate Term A-1 Commitments will terminate in full at 5:00 p.m. on the last day of the Availability Period with respect to the Term A-1 Facility and (ii) the Aggregate Term A-2 Commitments will terminate in full at 5:00 p.m. on the last day of the Availability Period with respect to the Term A-2 Facility. (c) The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Term A-1 Commitments or the Aggregate Term A-2 Commitments, or from time to time permanently reduce the Aggregate Term A-1 Commitments or the Aggregate Term A-2 Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. three 12:00 Noon five (5) Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder reduction, and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination), (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof. Each such notice of termination shall specify such election to terminate, the relevant Class(es) of Commitments to be terminated, and (iii) the 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; provided that the Borrower may terminate the Aggregate Commitments if all Loans have been paid in full, the Borrower has Cash Collateralized, or provided other support acceptable to the applicable L/C Issuer(s) for, all outstanding Letters of Credit, and there are no outstanding L/C Borrowingseffective date thereof. The Administrative Agent will promptly notify the Lenders of the relevant Class(es) of any such notice of termination or reduction of Commitments of such Class(es). A notice delivered by the Aggregate Commitments. Borrower pursuant to this Section 2.07(c) may state that such notice is conditioned upon an event, such as the effectiveness of other credit facilities, the receipt of the proceeds from the issuance of Equity Interests or other Indebtedness or the receipt of the proceeds from a Disposition, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. (d) Any reduction of the Aggregate Term A-1 Commitments pursuant to Section 2.07(b) or (c) shall be applied to the Term A-1 Commitment of each Lender according to its Applicable PercentagePercentage of the Term A-1 Facility. All fees accrued until the effective date of any termination Any reduction of the Aggregate Term A-2 Commitments pursuant to Section 2.07(b) or (c) shall be paid on applied to the effective date Term A-2 Commitment of such terminationeach Lender according to its Applicable Percentage of the Term A-2 Facility.

Termination or Reduction of Commitments. The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. three Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination)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 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; provided that the Borrower may terminate , and (iv) if, after giving effect to any reduction of the Aggregate Commitments if all Loans have been paid in fullCommitments, the Borrower has Cash CollateralizedLetter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, or provided other support acceptable to the applicable L/C Issuer(s) for, all outstanding Letters Letter of Credit, and there are no outstanding L/C BorrowingsCredit Sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination. A notice of Commitment reduction delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or instruments of Indebtedness or the occurrence of any other specified event, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such conditions are not satisfied.

Termination or Reduction of Commitments. The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. three Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination), (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the 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; provided that the Borrower may terminate the Aggregate Commitments if all Loans have been paid in full, the Borrower has Cash Collateralized, or provided other support acceptable to the applicable L/C Issuer(s) for, all outstanding Letters of Credit, and there are no outstanding L/C Borrowings. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. three Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination)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 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; provided that the Borrower may terminate , and (iv) if, after giving effect to any reduction of the Aggregate Commitments if all Loans have been paid in fullCommitments, the Borrower has Cash CollateralizedLetter of Credit Sublimit exceeds the amount of the Aggregate Commitments, or provided other support acceptable to the applicable L/C Issuer(s) for, all outstanding Letters Letter of Credit, and there are no outstanding L/C BorrowingsCredit Sublimit shall be automatically reduced by the amount of any such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. A notice of termination of the Aggregate Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, and such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied; provided, however, the Borrower shall be responsible for all reasonable out-of-pocket costs and expenses of the Administrative Agent and the Lenders caused by the revocation of such notice of termination in accordance with Sections 3.05 or 10.04. The amount of any such Aggregate Commitment reduction shall not be applied to the Letter of Credit Sublimit unless otherwise specified by the Borrower. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. p.m., New York City time, three Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments such shorter period as may be received on agreed by the date of terminationAdministrative Agent in its sole discretion), (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any (unless the Aggregate Commitments are less than such amount) a whole multiple of $US$1,000,000 in excess thereof, and (iii) the 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; provided . A notice of termination or reduction of the Aggregate Commitment may state that such termination or reduction is conditioned upon the occurrence of one or more events specified therein, in which case such notice may be revoked by the Borrower may terminate the Aggregate Commitments if all Loans have been paid in full, the Borrower has Cash Collateralized, or provided other support acceptable (by notice to the Administrative Agent on or prior to the date of such termination or reduction) if any applicable L/C Issuer(s) for, all outstanding Letters of Credit, and there are no outstanding L/C Borrowingscondition is not satisfied. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Applicable Percentage. Unless previously terminated, the Aggregate Commitments shall automatically terminate at 5:00 p.m., New York City time, on the Maturity Date. Any reduction or termination of the Aggregate Commitments shall be permanent. All unpaid fees accrued pursuant to Section 2.07(a) until the effective date of any reduction or termination of the Aggregate Commitments (in the case of any reduction, in respect of the aggregate amount of the Commitments subject to such reduction) shall be paid on the effective date of such reduction or termination.

Termination or Reduction of Commitments. All unused Commercial Banks Facility Commitments, if any, shall be automatically and permanently terminated on the last day of the Availability Period. (a) Upon any payment or prepayment of the Commercial Bank Loans pursuant to Section 3.01 (Repayment of Commercial Bank Loan Borrowings), Section 3.08 (Optional Prepayment) or Section 3.09 (Mandatory Prepayment), the Aggregate Commercial Banks Facility Commitment and the Aggregate Tranche Commitments of Tranches paid or prepaid shall be automatically and permanently reduced (pro rata across all Tranches and pro rata within each Tranche) in an amount equal to such payment or prepayment. (b) The Borrower mayshall have the right to permanently terminate in whole, upon notice to the Administrative Agent, terminate the Aggregate Commitments, or and from time to time to permanently reduce in part, the Aggregate Tranche Commitments with respect to all Tranches pro rata with respect to the then outstanding Commercial Banks Facility Commitments of all Tranches (in a minimum amount of ten million Dollars ($10,000,000)), in accordance with Section 3.3 (Voluntary Cancellation of Secured Debt) of the Common Terms Agreement. (c) The Borrower shall have the right to permanently terminate the Commercial Banks Facility Commitments of Non-Consenting Lenders in accordance with Section 4.04(d) (Obligation to Mitigate). (d) All unused Commercial Banks Facility Commitments; provided that (i) any such notice , if any, shall be received by terminated upon the Administrative Agent not later than 1:00 p.m. three Business Days prior occurrence of an Event of Default if required pursuant to Section 8.02 (Acceleration Upon Bankruptcy) or Section 8.03 (Acceleration Upon Other Event of Default) in accordance with the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination), (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess terms thereof, and (iii) the 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; provided that the Borrower may terminate the Aggregate Commitments if all Loans have been paid in full, the Borrower has Cash Collateralized, or provided other support acceptable to the applicable L/C Issuer(s) for, all outstanding Letters of Credit, and there are no outstanding L/C Borrowings. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. The Dollar Revolving Commitments, the Limited Currency Revolving Commitments, the Multicurrency Revolving Commitments, the 2020-1 Incremental Revolving Commitments or the Delayed Draw Term A Commitments (ratably among Dollar Revolving Commitments, the Limited Currency Revolving Commitments, the Multicurrency Revolving Commitments, the 2020-1 Incremental Revolving Commitments and the Delayed Draw Term A Commitments, as applicable) hereunder may be permanently reduced in whole or in part by notice from the Parent Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall thereof must be received by the Administrative Agent not later than 1:00 p.m. three 12:00 noon (New York time) at least five (5) Business Days prior to the date of reduction or termination and any such reduction or reduction (except that if no Loans are outstanding hereunder terminations shall be in a minimum amount of $1.0 million and no Letters integral multiples of Credit are issued $1.0 million in excess thereof; and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination), (ii) any such partial reduction shall the Commitments may not be in reduced to an aggregate amount less than the Outstanding Amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments; provided that the Borrower may terminate the Aggregate Commitments if all Loans have been paid in full, the Borrower has Cash Collateralized, or provided other support acceptable to the applicable L/C Issuer(s) for, all Loan Obligations then outstanding Letters of Credit, and there are no outstanding L/C Borrowingsthereunder. The Administrative Agent will promptly notify give prompt notice to the Lenders of any such notice of termination or reduction of the Aggregate in Commitments. Any reduction of the Aggregate any Commitments shall be applied to the Commitment of each applicable Lender according to its Applicable PercentagePro Rata Share. All commitment or other fees accrued until with respect to any Commitment through the effective date of any termination of the Aggregate Commitments thereof shall be paid on the effective date of such termination. A notice of termination of the Commitments delivered by the Parent Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Parent Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.

Termination or Reduction of Commitments. (a) The Borrower mayInitial Term Loan Commitments and the Initial Revolving Credit Commitments shall automatically terminate upon the Commitment Termination Date and any Incremental Loan Commitments shall terminate as provided in the related Incremental Assumption Agreement. The Revolving Credit Commitment of each Revolving Credit Lender shall automatically terminate on the Maturity Date for the applicable Class of Revolving Credit Commitments; provided that (x) the foregoing shall not release any Revolving Credit Lender from any liability it may have for its failure to fund Revolving Credit Loans, upon L/C Advances or participations in Swing Line Loans that were required to be funded by it on or prior to such Maturity Date and (y) the foregoing will not release any Revolving Credit Lender from any obligation to fund its portion of L/C Advances or participations in Swing Line Loans with respect to Letters of Credit issued or Swing Line Loans made prior to such Maturity Date. (b) Upon at least three Business Days’ prior written or fax notice to the Administrative Agent, terminate the Aggregate CommitmentsBorrower may at any time in whole permanently terminate, or from time to time in part permanently reduce reduce, the Aggregate Commitments; provided provided, however, that (i) any such notice each partial reduction of the Commitments shall be received in an integral multiple of $1,000,000 and in a minimum amount of $5,000,000 (or in such lower minimum amounts or multiples as agreed to by the Administrative Agent not later than 1:00 p.m. three Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder in its reasonable discretion) and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination), (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunderreduction of the Commitments, the Total Outstandings would exceed Letter of Credit Sublimit or the Aggregate Swing Line Sublimit exceeds the amount of the Participating Revolving Credit Commitments; , such sublimit shall be automatically reduced by the amount of such excess. Except as provided that in the Borrower may terminate the Aggregate Commitments if all Loans have been paid in fullimmediately preceding sentence, the Borrower has Cash Collateralized, or provided other support acceptable amount of any such Revolving Credit Commitment reduction shall not be applied to the applicable L/C Issuer(s) for, all outstanding Letters Letter of Credit, and there are no outstanding L/C BorrowingsCredit Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrower. The Administrative Agent will promptly notify the Lenders of any Any such notice of termination or reduction pursuant to this Section 2.09(b) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the Aggregate Commitments. Any effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. (c) Each reduction of in the Aggregate Commitments hereunder shall be applied to made ratably among the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such terminationLenders in accordance with their respective applicable Commitments.

Termination or Reduction of Commitments. The Parent Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 12:00 p.m. three five Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination)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 Parent 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; provided that the Borrower may terminate , and (iv) if, after giving effect to any reduction of the Aggregate Commitments if all Loans have been paid in fullCommitments, the Borrower has Cash CollateralizedLetter of Credit Sublimit or the Swing Line Sublimit, exceeds the amount of the Aggregate Commitments, such Letter of Credit Sublimit or provided other support acceptable to the applicable L/C Issuer(s) forSwing Line Sublimit, all outstanding Letters as the case may be, shall be automatically reduced by the amount of Credit, and there are no outstanding L/C Borrowingssuch excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination, provided that a notice of termination of the Aggregate Commitments delivered by the Parent Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Parent Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.

Termination or Reduction of Commitments. (a) The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Revolving Commitments, or from time to time permanently reduce the Aggregate Revolving Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. three Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination)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 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, 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 such Swing Line Sublimit shall be automatically reduced by the amount of such excess; provided further that, a notice of termination of the Aggregate Revolving Commitments may state that such notice is conditioned upon the effectiveness of other credit facilities or any incurrence or issuance of debt or equity or the occurrence of any other transaction, in which case such notice may be revoked, subject to Section 3.05, by the Borrower may terminate the Aggregate Commitments if all Loans have been paid in full, the Borrower has Cash Collateralized, or provided other support acceptable (by notice to the applicable L/C Issuer(sAdministrative Agent on or prior to the specified effective date) for, all outstanding Letters of Credit, and there are no outstanding L/C Borrowingsif such condition is not satisfied. The Administrative Agent will promptly notify the Revolving Lenders of any such notice of termination or reduction of the Aggregate Revolving Commitments. Any reduction of the Aggregate Revolving Commitments shall be applied to the Revolving Commitment of each Revolving Lender according to its Applicable PercentagePro Rata Share. All commitment fees accrued until the effective date of any termination of the Aggregate Revolving Commitments shall be paid on the effective date of such termination. (b) The Borrower may (unless otherwise provided in the applicable Incremental Term Loan Agreement), upon notice to the Administrative Agent, terminate any unused Incremental Term Commitments provided pursuant to the applicable Incremental Term Loan Agreement, or from time to time permanently reduce any unused Incremental Term Commitments provided pursuant to the applicable Incremental Term Loan Agreement in an integral multiple of $1,000,000 (or as may otherwise be provided in the respective Incremental Term Loan Agreement); provided, that each such reduction shall apply proportionately to permanently reduce the unused Incremental Term Commitments of the applicable Incremental Term Lenders provided pursuant to the applicable Incremental Term Loan Agreement; provided further that, a notice of termination of any unused Incremental Term Commitments may state that such notice is conditioned upon the effectiveness of other credit facilities or any incurrence or issuance of debt or equity or the occurrence of any other transaction, in which case such notice may be revoked, subject to Section 3.05, by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. The Administrative Agent will promptly notify the applicable Incremental Term Lenders of any such notice of termination or reduction of the unused Incremental Term Commitments.

Termination or Reduction of Commitments. (a) The Borrower mayInitial Term Loan Commitments and the Initial Revolving Credit Commitments shall automatically terminate upon the Commitment Termination Date and any Incremental Loan Commitments shall terminate as provided in the related Incremental Assumption Agreement. The Revolving Credit Commitment of each Revolving Credit Lender shall automatically terminate on the Maturity Date for the applicable Class of Revolving Credit Commitments; provided that (x) the foregoing shall not release any Revolving Credit Lender from any liability it may have for its failure to fund Revolving Credit Loans, upon L/C Advances or participations in Swing Line Loans that were required to be funded by it on or prior to such Maturity Date and (y) the foregoing will not release any Revolving Credit Lender from any obligation to fund its portion of L/C Advances or participations in Swing Line Loans with respect to Letters of Credit issued or Swing Line Loans made prior to such Maturity Date. (b) Upon at least three Business Days’ prior written or fax notice to the Administrative Agent, terminate the Aggregate CommitmentsBorrower may at any time in whole permanently terminate, or from time to time in part permanently reduce reduce, the Aggregate Commitmentsunused Commitments of any Class; provided provided, however, that (i) any such notice each partial reduction of Commitments shall be received in an integral multiple of $1,000,000 and in a minimum amount of $5,000,000 (or in such lower minimum amounts or multiples as agreed to by the Administrative Agent not later than 1:00 p.m. three Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder in its reasonable discretion) and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination), (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunderreduction of Revolving Credit Commitments, the Total Outstandings would exceed Letter of Credit Sublimit or the Aggregate Swing Line Sublimit exceeds the amount of the Participating Revolving Credit Commitments; , such sublimit shall be automatically reduced by the amount of such excess. Except as provided that in the Borrower may terminate the Aggregate Commitments if all Loans have been paid in fullimmediately preceding sentence, the Borrower has Cash Collateralized, or provided other support acceptable amount of any such Revolving Credit Commitment reduction shall not be applied to the applicable L/C Issuer(s) for, all outstanding Letters Letter of Credit, and there are no outstanding L/C BorrowingsCredit Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrower. The Administrative Agent will promptly notify the Lenders of any Any such notice of termination or reduction pursuant to this Section 2.09(b) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the Aggregate Commitments. Any effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower or the Borrower may delay the date of prepayment identified therein to a later date reasonably acceptable to the Administrative Agent (in each case by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied or the satisfaction of such condition is delayed. (c) Upon any reduction of the Aggregate unused Commitments shall be applied to of any Class, the Commitment of each Lender according to its Applicable Percentageof such Class shall be reduced on a pro rata basis (determined on the basis of the aggregate Commitments under such Class) (other than the termination of the Commitment of any Lender as provided in Section 2.21). All Any commitment fees accrued until the effective date of any termination of the Aggregate Revolving Credit Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) The Borrower mayInitial Term Loan Commitments and the Initial Revolving Credit Commitments shall automatically terminate upon the Commitment Termination Date and any Incremental Loan Commitments shall terminate as provided in the related Incremental Assumption Agreement. The Revolving Credit Commitment of each Revolving Credit Lender shall automatically terminate on the Maturity Date for the applicable Class of Revolving Credit Commitments; provided that (x) the foregoing shall not release any Revolving Credit Lender from any liability it may have for its failure to fund Revolving Credit Loans, upon L/C Advances or participations in Swing Line Loans that were required to be funded by it on or prior to such Maturity Date and (y) the foregoing will not release any Revolving Credit Lender from any obligation to fund its portion of L/C Advances or participations in Swing Line Loans with respect to Letters of Credit issued or Swing Line Loans made prior to such Maturity Date. (b) Upon at least three Business Days’ prior written or fax notice to the Administrative Agent, terminate the Aggregate CommitmentsBorrower may at any time in whole permanently terminate, or from time to time in part permanently reduce reduce, the Aggregate Commitmentsunused Commitments of any Class; provided provided, however, that (i) any such notice each partial reduction of the Commitments shall be received in an integral multiple of $1,000,000 and in a minimum amount of $5,000,000 (or in such lower minimum amounts or multiples as agreed to by the Administrative Agent not later than 1:00 p.m. three Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder in its reasonable discretion) and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination), (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunderreduction of the Commitments, the Total Outstandings would exceed Letter of Credit Sublimit or the Aggregate Swing Line Sublimit exceeds the amount of the Participating Revolving Credit Commitments; , such sublimit shall be automatically reduced by the amount of such excess. Except as provided that in the Borrower may terminate the Aggregate Commitments if all Loans have been paid in fullimmediately preceding sentence, the Borrower has Cash Collateralized, or provided other support acceptable amount of any such Revolving Credit Commitment reduction shall not be applied to the applicable L/C Issuer(s) for, all outstanding Letters Letter of Credit, and there are no outstanding L/C BorrowingsCredit Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrower. The Administrative Agent will promptly notify the Lenders of any Any such notice of termination or reduction pursuant to this Section 2.09(b) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the Aggregate Commitments. Any effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (or the Borrower may delay the date of prepayment identified therein to a later date reasonably acceptable to the Administrative Agent (in each case by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied or the satisfaction of such condition is delayed. (c) EachUpon any reduction of the Aggregate in theof unused Commitments hereunder shall be applied to made ratably among the Lenders in accordance with their respective applicable Commitments.of any Class, the Commitment of each Lender according to its Applicable Percentageof such Class shall be reduced on a pro rata basis (determined on the basis of the aggregate Commitments under such Class) (other than the termination of the Commitment of any Lender as provided in Section 2.21). All Any commitment fees accrued until the effective date of any termination of the Aggregate Revolving Credit Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) Unless previously terminated, the Revolving Commitments will terminate on the Revolving Maturity Date. (b) The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitmentsmay at any time terminate, or from time to time permanently reduce reduce, the Aggregate Commitments; provided that (i) any such notice the amount of each reduction of the Commitments shall be received by the Administrative Agent not later than 1:00 p.m. three Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination), (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole integral multiple of $1,000,000 in excess thereof, and not less than $2,000,000 and (iiiii) the Borrower shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunderprepayment of Revolving Loans pursuant to Section 2.09, the Total Outstandings total Revolving Exposures would exceed the Aggregate total Revolving Commitments. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under Section 2.07(b) at least three Business Days before the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly after it receives any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section will be irrevocable; provided that the Borrower may terminate the Aggregate Commitments if all Loans have been paid in full, the Borrower has Cash Collateralized, or provided other support acceptable to the applicable L/C Issuer(s) for, all outstanding Letters of Credit, and there are no outstanding L/C Borrowings. The Administrative Agent will promptly notify the Lenders of any such notice terminating the Revolving Commitments may state that it is conditioned on the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or before the specified effective date) if such condition is not satisfied. Any termination or reduction of the Aggregate Commitments will be permanent and will be made ratably among the Lenders in accordance with their respective Commitments. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) The Borrower mayshall have the right, upon notice delivered to the Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall be received by the Administrative Agent not no later than 1:00 p.m. P.M., New York City time, at least three Business Days prior to the proposed date of termination or reduction, to terminate the Revolving Commitments or, from time to time, to reduce the amount of the Revolving Commitments; provided that no such termination or reduction (except that if no shall be permitted if, after giving effect thereto and to any prepayments of the Revolving Loans are outstanding hereunder and no Letters or Swingline Loans made on the effective date thereof, the Revolving Extensions of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination), (ii) any Revolving Lender would exceed such partial Revolving Lender’s Revolving Commitment. Any such reduction shall be in an aggregate amount of equal to $5,000,000 10,000,000, or any a whole multiple of $1,000,000 in excess thereof, shall reduce permanently the Revolving Commitments then in effect and (iii) the 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; provided that the Borrower may terminate the Aggregate Commitments if all Loans have been paid in full, the Borrower has Cash Collateralized, or provided other support acceptable to the applicable L/C Issuer(s) for, all outstanding Letters of Credit, and there are no outstanding L/C Borrowings. 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 reduce the Commitment Revolving Commitments of the Revolving Lenders as the Borrower may designate, but in any event, in the case of Revolving Commitments with the same Revolving Termination Date, on a pro rata basis among such Revolving Commitments based on the respective amount of such Revolving Commitments of each Lender according Revolving Lender. Each notice delivered by the Borrower pursuant to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments this Section shall be paid irrevocable, provided that such notice may state that it is conditioned upon the effectiveness of other credit facilities (including under this Agreement) or incurrence of other Indebtedness, the consummation of a particular Disposition, the occurrence of a change of control or other event), in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date of date) if such terminationcondition is not satisfied. (b) [Reserved].

Termination or Reduction of Commitments. The Revolving Commitments and the Term Loan Commitments hereunder may be permanently reduced in whole or in part by notice from the Borrower may, upon notice to the Administrative Agent; provided, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall thereof must be received by the Administrative Agent not later than 1:00 p.m. three 11:00 a.m. at least - (5) Business Days prior to the date of reduction or termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination), (ii) any such partial reduction shall be in an aggregate a minimum principal amount of Ten Million Dollars ($5,000,000 or any whole multiple 10,000,000) and integral multiples of One Million Dollars ($1,000,000 1,000,000) in excess thereof, ; (ii) the Revolving Commitments may not be reduced to an amount less than the Revolving Obligations then outstanding; and (iii) the Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunderreduction of the Revolving Commitments, the Total Outstandings would exceed the Aggregate Commitments; provided that the Borrower may terminate the Aggregate Commitments if all Loans have been paid in full, the Borrower has Cash Collateralized, or provided other support acceptable to the applicable L/C Issuer(s) forCommitted Amount, all outstanding Letters or the Swing Line Committed Amount exceeds the amount of Creditthe Revolving Commitments, and there are no outstanding L/C Borrowingssuch sublimit or committed amount shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify shall give prompt notice to the Revolving Lenders or the Term Loan Lenders, as applicable, of any such notice reduction in the Revolving Commitments or the Term Loan Commitments. The amount of termination or any Aggregate Revolving Commitment reduction of shall not be applied to the Aggregate CommitmentsL/C Committed Amount unless otherwise specified by the Borrower. Any reduction of the Aggregate Revolving Commitments or the Term Loan Commitments shall be applied to the respective Revolving Commitment or Term Loan Commitment of each such Lender according to its Applicable PercentageRevolving Commitment Percentage or Term Loan Commitment Percentage thereof, as applicable. All commitment or other fees accrued until the effective date of any termination of the Aggregate Revolving Commitments or the Term Loan Commitments, as the case may be, shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. The Borrower Borrowers may, upon notice to the Administrative Agent, terminate the Aggregate CommitmentsCommitments and this Agreement, or from time to time permanently reduce the Aggregate CommitmentsCommitments under this Agreement; provided that (ia) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. three Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination)reduction, (iib) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iiic) the Borrower Borrowers shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments prepayment and/or Cash Collateralization hereunder, the Total Outstandings would exceed the Aggregate Commitments; provided and provided, further, that the Borrower may terminate a notice of termination or reduction of the Aggregate Commitments if all Loans have been paid under this Section 2.05 may state that such notice is conditioned upon the occurrence of one or more events specified therein, in full, which case such notice may be revoked by the Borrower has Cash Collateralized, or provided other support acceptable Borrowers (by notice to the applicable L/C Issuer(sAdministrative Agent on or prior to the specified effective date) for, all outstanding Letters of Credit, and there are no outstanding L/C Borrowingsif such condition is not satisfied. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments pursuant to this Section 2.05 shall be applied to the Commitment of each Lender according to its Applicable PercentagePro Rata Share; provided that, during any period in which a Lender is a Defaulting Lender, the Borrowers may (in their discretion) apply all or any portion to be specified by the Borrowers of any optional reduction of unused Aggregate Commitments under this Section 2.05 to the unused Commitments of any one or more Defaulting Lenders specified by the Borrowers (which application may result in a change of the Pro Rata Shares of the Lenders, but shall not increase any Lender’s Commitment) before applying any remaining reduction to the unused Commitments of all Lenders in accordance with their Pro Rata Shares. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination. Notwithstanding the termination of the Aggregate Commitments, this Agreement shall not terminate, and the obligations of the Borrowers under this Agreement shall continue, until all Letters of Credit have expired, been replaced or been terminated and each Unreimbursed Amount and all interest, fees and other amounts payable hereunder have been paid in full.

Termination or Reduction of Commitments. (a) Concurrently with the Borrowing of any Term A-1 Loans on any Borrowing Date, the Term A-1 Commitment of each Term A-1 Lender will be permanently reduced on a dollar-for-dollar basis by the principal amount of Term A-1 Loans made by such Term A-1 Lender on such Borrowing Date. Concurrently with the Borrowing of any Term A-2 Loans on any Borrowing Date, the Term A-2 Commitment of each Term A-2 Lender will be permanently reduced on a dollar-for-dollar basis by the principal amount of Term A-2 Loans made by such Term A-2 Lender on such Borrowing Date. (b) Unless previously terminated, (i) the A▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇-▇ Commitments will terminate in full at 5:00 p.m. on the last day of the Availability Period with respect to the Term A-1 Facility and (ii) the Aggregate Term A-2 Commitments will terminate in full at 5:00 p.m. on the last day of the Availability Period with respect to the Term A-2 Facility. (c) The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate A▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇-▇ Commitments or the A▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇-▇ Commitments, or from time to time permanently reduce the Aggregate A▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇-▇ Commitments or the A▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇-▇ Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. three 12:00 Noon five (5) Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder reduction, and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination), (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof. Each such notice of termination shall specify such election to terminate, the relevant Class(es) of Commitments to be terminated, and (iii) the 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; provided that the Borrower may terminate the Aggregate Commitments if all Loans have been paid in full, the Borrower has Cash Collateralized, or provided other support acceptable to the applicable L/C Issuer(s) for, all outstanding Letters of Credit, and there are no outstanding L/C Borrowingseffective date thereof. The Administrative Agent will promptly notify the Lenders of the relevant Class(es) of any such notice of termination or reduction of Commitments of such Class(es). A notice delivered by the Aggregate Commitments. Borrower pursuant to this Section 2.07(c) may state that such notice is conditioned upon an event, such as the effectiveness of other credit facilities, the receipt of the proceeds from the issuance of Equity Interests or other Indebtedness or the receipt of the proceeds from a Disposition, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. (d) Any reduction of the Aggregate A▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇-▇ Commitments pursuant to Section 2.07(b) or (c) shall be applied to the Term A-1 Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination Percentage of the Aggregate Term A-1 Facility. Any reduction of the A▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇-▇ Commitments pursuant to Section 2.07(b) or (c) shall be paid on applied to the effective date Term A-2 Commitment of such terminationeach Lender according to its Applicable Percentage of the Term A-2 Facility.

Termination or Reduction of Commitments. The Borrower may, upon notice to the Administrative AgentAgent (which notice may be conditioned on closing of alternative financing), terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. three 11:00 a.m. five (5) Business Days (or such shorter period as shall be acceptable to Administrative Agent) prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination)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 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; provided that the Borrower may terminate , and (iv) if, after giving effect to any reduction of the Aggregate Commitments if all Loans have been paid in fullCommitments, the Borrower has Cash CollateralizedLetter of Credit Sublimit exceeds the amount of the Aggregate Commitments, or provided other support acceptable to such Letter of Credit Sublimit shall be automatically reduced by the applicable L/C Issuer(s) for, all outstanding Letters amount of Credit, and there are no outstanding L/C Borrowingssuch excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination. Unless the Aggregate Commitments are terminated in their entirety, the Aggregate Commitments shall not be less than $20,000,000.

Termination or Reduction of Commitments. The Borrower Co-Borrowers may, upon notice to the Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. three Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination)reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000.00 or any whole multiple of $1,000,000 1,000,000.00 in excess thereof, and (iii) the Borrower Co-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; provided that the Borrower may terminate , and (iv) if, after giving effect to any reduction of the Aggregate Commitments if all Loans have been paid in fullCommitments, the Borrower has Cash CollateralizedLetter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, or provided other support acceptable to such Sublimit shall be automatically reduced by the applicable L/C Issuer(s) for, all outstanding Letters amount of Credit, and there are no outstanding L/C Borrowingssuch excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination. A notice of termination delivered by Co-Borrowers may state that such notice is conditioned upon the effectiveness of other credit facilities in which case such notice may be revoked by Co-Borrowers (by notice to Administrative Agent on or prior to the specified effective date) if such condition is not satisfied and so long as Co-Borrowers shall have paid any amounts required to be paid to Administrative Agent, any L/C Issuer or any Lender pursuant to this Agreement in connection with such notice of prepayment.

Termination or Reduction of Commitments. (a) The Borrower may, upon notice 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 1:00 2:00 p.m. three Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on five Business Days prior to the date of terminationreduction, as the case may be, (ii) any such notice shall be irrevocable (except if such termination notice is being furnished in connection with a refinancing of the Obligations, such notice may be conditional upon the consummation of such refinancing; provided that the Borrower would still be required to reimburse Lenders under Section 3.05 for any losses, costs or expenses incurred as a result of any such notice being revoked by the Borrower), (iiiii) any such partial reduction shall be in an aggregate amount of $5,000,000 5.0 million or any whole multiple of $1,000,000 1.0 million in excess thereof, and (iiiiv) 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; provided that , (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 (v) with respect to the Commitments, any such termination or reduction shall apply proportionately and permanently to reduce the Commitments of each of the Lenders of such Class, except that, notwithstanding the foregoing, (A) the Borrower may terminate allocate any termination or reduction of Commitments among Classes of Commitments either (1) ratably among Classes or (2) first to the Aggregate Commitments if all Loans have been paid with respect to any Existing Commitments and second to any Extended Commitments and (B) in fullconnection with the establishment on any date of any Extended Commitments pursuant to Section 2.16, the Borrower has Cash Collateralized, Existing Commitments of any one or provided other support acceptable more Lenders providing any such Extended Commitments on such date shall be reduced in an amount equal to the applicable amount of Specified Existing Commitments so extended on such date (provided that (x) after giving effect to any such reduction and to the repayment of any Loans made on such date, the aggregate Outstanding Amount of the Loans (other than Swing Line Loans) of any such Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Issuer(sObligations, plus such Lender’s Applicable Percentage of the Outstanding Amount of all Swing Line Loans does not exceed the lesser of such Lender’s Commitment or such Lender’s Applicable Percentage of the Borrowing Base (such calculation being determined in each case, for the avoidance of doubt, exclusive of such Lender’s Extended Commitment and any exposure in respect thereof) forand (y) for the avoidance of doubt, all outstanding Letters any such repayment of CreditLoans contemplated by the preceding clause shall be made in compliance with the requirements of Section 2.12 with respect to the ratable allocation of payments hereunder, with such allocation being determined after giving effect to any conversion pursuant to Section 2.16 of Existing Commitments and Existing Loans into Extended Commitments and Extended Loans respectively, and there are no outstanding L/C Borrowings. prior to any reduction being made to the Commitment of any other Lender). (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 sublimit shall be automatically reduced by the amount of such excess. (c) 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 CommitmentsCommitments under this Section 2.06. Any Upon any reduction of the Aggregate Commitments shall be applied to Commitments, the Commitment of each Lender according to its shall be reduced by such Lender’s Applicable PercentagePercentage of such reduction amount. All fees accrued until the effective date of any such termination of the Aggregate Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) The Borrower mayshall have the right, upon at least two Business Days’ notice to the Administrative Agent, to terminate the Aggregate Commitments, in whole or from time to time permanently reduce ratably in part the Aggregate Commitmentsunused portions of the respective Commitments of the Lenders; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. three Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination), (ii) any such each partial reduction shall be in an the aggregate amount of $5,000,000 1,000,000 or any whole an integral multiple of $1,000,000 in excess thereof, and ; (iiiii) the 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; provided that the Borrower may terminate and (iii) if, after giving effect to any reduction of the Aggregate Commitments if all Loans have been paid in fullCommitments, the Borrower has Cash CollateralizedLetter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, or provided other support acceptable to such Sublimit shall be automatically reduced by the applicable L/C Issuer(s) for, all outstanding Letters amount of Credit, and there are no outstanding L/C Borrowingssuch excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Applicable PercentagePro 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. (b) On or after the expiration of the Negotiation Period, if the parties hereto shall have failed to enter into a New Agreement before the end of the Negotiation Period, the Administrative Agent shall at the request, or may with the consent, of the Required Lenders, by notice to the Borrower, declare the obligation of each Lender to make Credit Extensions to be terminated, whereupon the same shall forthwith terminate (with the result that each Lender’s Commitment shall forthwith terminate), and upon such termination, all commitment fees accrued to the date of such termination shall automatically be due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by the Borrower.

Termination or Reduction of Commitments. (a) The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. noon three Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination)reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 1,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the 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; provided that the Borrower may terminate the Aggregate Commitments if all Loans have been paid in full, the Borrower has Cash Collateralized, or provided other support acceptable to the applicable L/C Issuer(s) for, all outstanding Letters of Credit, and there are no outstanding L/C Borrowings. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination. A notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. (b) The Borrower shall have the right, at any time, upon at least three Business Days’ notice to a Defaulting Lender (with a copy to the Administrative Agent), to terminate in whole such Defaulting Lender’s Commitment under this Section 2.04

Termination or Reduction of Commitments. (a) The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Revolving Commitments, or from time to time permanently reduce the Aggregate Revolving Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. three Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination)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 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, 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 such Swing Line Sublimit shall be automatically reduced by the amount of such excess; provided further that, a notice of termination of the Aggregate Revolving Commitments may state that such notice is conditioned upon the effectiveness of other credit facilities or any incurrence or issuance of debt or equity or the occurrence of any other transaction, in which case such notice may be revoked by the Borrower may terminate the Aggregate Commitments if all Loans have been paid in full, the Borrower has Cash Collateralized, or provided other support acceptable (by notice to the applicable L/C Issuer(sAdministrative Agent on or prior to the specified effective date) for, all outstanding Letters of Credit, and there are no outstanding L/C Borrowingsif such condition is not satisfied. The Administrative Agent will promptly notify the Revolving Lenders of any such notice of termination or reduction of the Aggregate Revolving Commitments. Any reduction of the Aggregate Revolving Commitments shall be applied to the Revolving Commitment of each Revolving Lender according to its Applicable PercentagePro Rata Share. All commitment fees accrued until the effective date of any termination of the Aggregate Revolving Commitments shall be paid on the effective date of such termination. (b) The Borrower may (unless otherwise provided in the applicable Incremental Term Loan Agreement), upon notice to the Administrative Agent, terminate any unused Incremental Term Commitments provided pursuant to the applicable Incremental Term Loan Agreement, or from time to time permanently reduce any unused Incremental Term Commitments provided pursuant to the applicable Incremental Term Loan Agreement in an integral multiple of $1,000,000 (or as may otherwise be provided in the respective Incremental Term Loan Agreement); provided, that each such reduction shall apply proportionately to permanently reduce the unused Incremental Term Commitments of the applicable Incremental Term Lenders provided pursuant to the applicable Incremental Term Loan Agreement; provided further that, a notice of termination of any unused Incremental Term Commitments may state that such notice is conditioned upon the effectiveness of other credit facilities or any incurrence or issuance of debt or equity or the occurrence of any other transaction, in which case such notice may be revoked, by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. The Administrative Agent will promptly notify the applicable Incremental Term Lenders of any such notice of termination or reduction of the unused Incremental Term Commitments.

Termination or Reduction of Commitments. (a) The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Revolving Commitments, or from time to time permanently reduce the Aggregate Revolving Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. three Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination)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 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, 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 such Swing Line Sublimit shall be automatically reduced by the amount of such excess; provided further that, a notice of termination of the Aggregate Revolving Commitments may state that such notice is conditioned upon the effectiveness of other credit facilities or any incurrence or issuance of debt or equity or the occurrence of any other transaction, in which case such notice may be revoked by the Borrower may terminate the Aggregate Commitments if all Loans have been paid in full, the Borrower has Cash Collateralized, or provided other support acceptable (by notice to the applicable L/C Issuer(sAdministrative Agent on or prior to the specified effective date) for, all outstanding Letters of Credit, and there are no outstanding L/C Borrowingsif such condition is not satisfied. The Administrative Agent will promptly notify the Revolving Lenders of any such notice of termination or reduction of the Aggregate Revolving Commitments. Any reduction of the Aggregate Revolving Commitments shall be applied to the Revolving Commitment of each Revolving Lender according to its Applicable PercentagePro Rata Share or in such other manner agreed to in writing on the Third Amendment Effective Date by the Required Lenders. All commitment fees accrued until the effective date of any termination of the Aggregate Revolving Commitments shall be paid on the effective date of such termination. (b) The Borrower may (unless otherwise provided in the applicable Incremental Term Loan Agreement), upon notice to the Administrative Agent, terminate any unused Incremental Term Commitments provided pursuant to the applicable Incremental Term Loan Agreement, or from time to time permanently reduce any unused Incremental Term Commitments provided pursuant to the applicable Incremental Term Loan Agreement in an integral multiple of $1,000,000 (or as may otherwise be provided in the respective Incremental Term Loan Agreement); provided, that each such reduction shall apply proportionately to permanently reduce the unused Incremental Term Commitments of the applicable Incremental Term Lenders provided pursuant to the applicable Incremental Term Loan Agreement; provided further that, a notice of termination of any unused Incremental Term Commitments may state that such notice is conditioned upon the effectiveness of other credit facilities or any incurrence or issuance of debt or equity or the occurrence of any other transaction, in which case such notice may be revoked, by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. The Administrative Agent will promptly notify the applicable Incremental Term Lenders of any such notice of termination or reduction of the unused Incremental Term Commitments.

Termination or Reduction of Commitments. (a) The Borrower Co-Borrowers may, upon notice to the Administrative AgentAgent by HoldCo, terminate the Aggregate aggregate Working Capital Commitments, or from time to time permanently reduce the Aggregate aggregate Working Capital Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. three noon five (5) Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination)reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 5,000,000.00 or any whole multiple of $1,000,000 1,000,000.00 in excess thereof, and (iii) the Borrower shall Co-Borrowers may not terminate or reduce the Aggregate aggregate Working Capital Commitments if, after giving effect thereto and to any concurrent prepayments hereunderthereto, the Total Outstandings a mandatory prepayment would exceed the Aggregate Commitments; provided that the Borrower may terminate the Aggregate Commitments if all Loans have been paid in full, the Borrower has Cash Collateralized, or provided other support acceptable to the applicable L/C Issuer(s) for, all outstanding Letters of Credit, and there are no outstanding L/C Borrowingsbe required under Section 2.07(a). The Administrative Agent will promptly notify the Lenders Banks of any such notice of termination or reduction of the Aggregate aggregate Working Capital Commitments. Any reduction of the Aggregate aggregate Working Capital Commitments shall be applied to the Working Capital Commitment of each Lender Working Capital Bank according to its Applicable Working Capital Percentage. All fees accrued until the effective date of any termination of the Aggregate aggregate Working Capital Commitments and all other amounts payable shall be paid on the effective date of such termination. (b) The Co-Borrowers may, upon notice to the Agent by HoldCo, terminate the aggregate Revolving Commitments, or from time to time permanently reduce the aggregate Revolving Commitments; provided that (i) any such notice shall be received by the Agent not later than 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 $1,000,000.00 or any whole multiple of $500,000.00 in excess thereof, and (iii) the Co-Borrowers may not terminate or reduce the aggregate Revolving Commitments if, after giving effect thereto, a mandatory prepayment would be required under Section 2.07(b). The Agent will promptly notify the Banks of any such termination or reduction of the aggregate Revolving Commitments. Any reduction of the aggregate Revolving Commitments shall be applied to the Revolving Commitment of each Revolving Bank according to its Revolving Percentage. All fees accrued until the effective date of any termination of the aggregate Revolving Commitments and all other amounts payable shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 12:00 p.m. three five Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters or such lesser amount of Credit are issued and outstanding hereunder or time as the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments Administrative Agent may be received on the date of termination)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) such notice of termination may state that termination is conditioned upon the effectiveness of other credit facilities or one or more other events specified therein, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied, (iv) the Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments; provided that the Borrower may terminate , and (v) if, after giving effect to any reduction of the Aggregate Commitments if all Loans have been paid in fullCommitments, the Borrower has Cash CollateralizedAlternative Currency Sublimit, the Letter of Credit Sublimit or provided other support acceptable to the applicable L/C Issuer(s) forSwing Line Sublimit exceeds the amount of the Aggregate Commitments, all outstanding Letters such Sublimit shall be automatically reduced by the amount of Credit, and there are no outstanding L/C Borrowingssuch excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. The amount of any such Aggregate Commitment reduction shall not be applied to the Alternative Currency Sublimit or the Letter of Credit Sublimit unless otherwise specified by the Borrower. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments, in whole or in part; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 12:00 p.m. three Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination)reduction, (ii) any such termination or reduction shall be made on a pro rata basis, (iii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iiiiv) the 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; provided that the Borrower may terminate , and (v) if, after giving effect to any reduction of the Aggregate Commitments if all Loans have been paid in fullCommitments, the Borrower has Cash CollateralizedLetter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, or provided other support acceptable to such Sublimit shall be automatically reduced by the applicable L/C Issuer(s) for, all outstanding Letters amount of Credit, and there are no outstanding L/C Borrowingssuch excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination. A notice of termination of the Aggregate Commitments may state that such notice is conditioned upon the effectiveness of other credit facilities or other financing transactions, and if any notice so states it may be revoked by the Borrower by notice to the Administrative Agent on or prior to the date specified for the termination of the Aggregate Commitments that the refinancing condition has not been met and the termination is to be revoked.

Termination or Reduction of Commitments. The Borrower may, upon notice to the Lead Administrative AgentAgent (which notice may be conditioned on the occurrence or non-occurrence of any event; provided that the Borrower shall compensate and hold harmless any Lender from any loss, cost or expense incurred by such Lender in accordance with Section 3.05 as a result of the failure to terminate the Aggregate Commitments), terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall be received by the Lead Administrative Agent not later than 1:00 p.m. 12:00 noon three Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder reduction, or such later time as the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments Lead Administrative Agent may be received on the date of termination)agree in its reasonable discretion, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the 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; provided that the Borrower may terminate , and (iv) if, after giving effect to any reduction of the Aggregate Commitments if all Loans have been paid in fullCommitments, the Borrower has Cash CollateralizedLetter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, or provided other support acceptable to such sublimit shall be automatically reduced by the applicable L/C Issuer(s) for, all outstanding Letters amount of Credit, and there are no outstanding L/C Borrowingssuch excess. The Lead Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. The amount of any such Aggregate Commitment reduction shall not be applied to the Letter of Credit Sublimit unless otherwise specified by the Borrower. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Tranche 1 Commitments, or from time to time permanently reduce the Aggregate Tranche 1 Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. three 11:00 a.m. one Business Days Day prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination)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) any such notice may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the 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; provided that the Borrower may terminate the Aggregate Commitments if all Loans have been paid in full, the Borrower has Cash Collateralized, or provided other support acceptable (by written notice to the applicable L/C Issuer(sAdministrative Agent on or prior to the specified effective date) for, all outstanding Letters of Credit, and there are no outstanding L/C Borrowingsif such condition is not satisfied. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Tranche 1 Commitments. Any reduction of the Aggregate Tranche 1 Commitments shall be applied to the Tranche 1 Commitment of each Tranche 1 Lender according to its Applicable Tranche 1 Percentage. All fees accrued until the effective date of any termination of the Aggregate Tranche 1 Commitments shall be paid on the effective date of such termination. (b) The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Tranche 2 Commitments, or from time to time permanently reduce the Aggregate Tranche 2 Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. one Business Day prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof and (iii) any such notice may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Tranche 2 Commitments. Any reduction of the Aggregate Tranche 2 Commitments shall be applied to the Tranche 2 Commitment of each Tranche 2 Lender according to its Applicable Tranche 2 Percentage. All fees accrued until the effective date of any termination of the Aggregate Tranche 2 Commitments shall be paid on the effective date of such termination. (c) To the extent not previously terminated, all unused Commitments hereunder shall terminate on the earlier of (i) the Closing Date (after giving effect to the Loans made on such date) and (ii) the expiry of the Availability Period. The Borrower shall provide the Administrative Agent prompt written notice of any commitment reduction pursuant to clause (ii) hereof. (d) Notwithstanding anything in Section 2.05 or this Section 2.06 or anything else herein to the contrary, any prepayment of Loans or reduction of Commitments, whether voluntary or mandatory, to be made with respect to the Commitments or Loans of ▇▇▇▇▇▇▇ ▇▇▇▇▇ Bank USA and ▇▇▇▇▇▇▇ Sachs Lending Partners LLC under this Agreement shall be allocated between their respective Commitments or Loans, as applicable, as ▇▇▇▇▇▇▇ ▇▇▇▇▇ Bank USA and ▇▇▇▇▇▇▇ Sachs Lending Partners LLC shall elect in their sole discretion.

Termination or Reduction of Commitments. The Borrower may, at its discretion on any date, upon written notice to the Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. three 11:00 a.m. five Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination)reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of at least $1,000,000 in excess thereofor, if less, the entire Aggregate Commitments and (iii) the Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings (plus the greater of (A) the Aggregate Unfunded Amount minus Cash credited to the Unfunded Exposure Account (not to exceed the Aggregate Unfunded Amount and excluding Excluded Amounts) and (B) zero) would exceed the Aggregate Commitments; provided that the Borrower may terminate the Aggregate Commitments if all Loans have been paid in full, the Borrower has Cash Collateralized, or provided other support acceptable to the applicable L/C Issuer(s) for, all outstanding Letters of Credit, and there are no outstanding L/C Borrowings. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination. Notwithstanding anything herein to the contrary, the Borrower may rescind any such notice not later than 1:00 p.m. on the Business Day before such termination was scheduled to take place if such termination would have resulted from a refinancing of the Commitments, which refinancing will not be consummated or will otherwise be delayed.

Termination or Reduction of Commitments. (a) Unless previously terminated, (i) the Term Commitments shall terminate at 5:00 p.m., New York City time, on the Effective Date and (ii) the Revolving Commitments shall terminate on the Revolving Maturity Date; provided, that all the Commitments shall automatically terminate at 5:00 p.m., New York City time, on December 31, 2014, if the Effective Date shall not theretofore have occurred. (b) The Borrower may, upon notice to the Administrative Agent, Company may at any time terminate the Aggregate Commitments, or from time to time permanently reduce reduce, the Aggregate CommitmentsCommitments of any Class; provided that (i) each reduction of the Commitments of any such notice Class shall be received by in an amount that is an integral multiple of the Borrowing Multiple and not less than the Borrowing Minimum and (ii) the Company shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.10, the aggregate Revolving Exposures would exceed the aggregate Revolving Commitments. (c) The Company shall notify the Administrative Agent not later than 1:00 p.m. of any election to terminate or reduce the Commitments of any Class under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction (except that if no Loans are outstanding hereunder reduction, specifying such election and no Letters the effective date thereof. Promptly following receipt of Credit are issued and outstanding hereunder or such a notice, the effectiveness Administrative Agent shall advise the Lenders of a new credit facility for the Borrower is conditioned on contents thereof. Each notice delivered by the termination of Company pursuant to this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination), (ii) any such partial reduction Section shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitmentsirrevocable; provided that the Borrower may terminate the Aggregate Commitments if all Loans have been paid in full, the Borrower has Cash Collateralized, or provided other support acceptable to the applicable L/C Issuer(s) for, all outstanding Letters of Credit, and there are no outstanding L/C Borrowings. The Administrative Agent will promptly notify the Lenders of any such a notice of termination or reduction of any of the Aggregate CommitmentsRevolving Commitments delivered by the Company may state that such notice is conditioned upon the occurrence of subsequent events (including 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 reduction of the Aggregate Commitments of any Class shall be applied to permanent. Each reduction of the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date Commitments of any termination of the Aggregate Commitments Class shall be paid on made ratably among the effective date applicable Lenders in accordance with their respective Commitments of such terminationClass.

Termination or Reduction of Commitments. The (a) Prior to or upon the Closing Date, the Borrower may permanently reduce the Term A-3 Commitments, the Term A-5 Commitments and/or Revolving Commitments in whole, or in part ratably (except as provided in Section 10.13) among the Lenders of the applicable Facility, in the case of Term A-3 Commitments and Term A-5 Commitments, in integral multiples of $1,000,000 or any whole multiple of $500,000 in excess thereof and, in the case of the Revolving Commitments, in integral multiples of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, in each case, by giving the Administrative Agent notice of such reduction not later than 11:00 a.m. on any Business Day, which notice shall specify the Commitments to be reduced and the amount of any such reduction; provided that a notice of termination of the 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 Borrower (by notice to the Administrative Agent on or prior to the specified effective date of such termination) if such condition is not satisfied. If the Closing Date occurs, the Term A-3 Commitments and the Term A-5 Commitments shall be automatically and permanently reduced to zero upon the borrowing of the Term A-3 Loans and Term A-5 Loans on the Closing Date. In the event that the Closing Date shall not have occurred on or prior to the Termination Date, each Lender’s Commitment shall automatically terminate at 11:59:59 p.m. on the Termination Date and each Lender shall upon such termination have no further obligation to make any Loans hereunder. Unless terminated earlier pursuant to subsection (b) below, the Revolving Commitments shall be automatically and permanently reduced to zero on the Revolving Commitments Maturity Date applicable to such Revolving Commitments. Notwithstanding anything to contrary and for the avoidance of doubt, the provisions of this Section 2.06(a) shall permit any reduction of Commitments on a Facility by Facility basis and on a non-pro rata basis across Facilities (but not within a single Facility), in each case, as selected by the Borrower in its sole discretion. (b) Following the Closing Date, the Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Revolving Commitments, or from time to time permanently reduce the Aggregate Revolving Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. 10:00 a.m. three Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination)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 Borrower shall not terminate or reduce the Aggregate Revolving 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 Revolving Commitments, and (iv) if, after giving effect to any reduction of the Revolving Commitments, the Letter of Credit Sublimit exceeds the amount of the Revolving Commitments, the Letter of Credit Sublimit shall be automatically reduced by the amount of such excess; provided provided, further, that a notice of termination or reduction of the Revolving Commitments delivered may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or condition, in which case such notice may be revoked by the Borrower may terminate the Aggregate Commitments if all Loans have been paid in full, the Borrower has Cash Collateralized, or provided other support acceptable (by notice to the applicable L/C Issuer(sAdministrative Agent on or prior to the specified effective date of termination or reduction) for, all outstanding Letters of Credit, and there are no outstanding L/C Borrowingsif such condition is not satisfied. The Administrative Agent will promptly notify the Revolving Lenders of any such notice of termination or reduction of the Aggregate Revolving Commitments. The amount of any such Revolving Commitment reduction shall not be applied to the Letter of Credit Sublimit unless otherwise specified by the Borrower or unless required by proviso (iv) of the preceding sentence. Any reduction of the Aggregate Revolving Commitments shall be applied to the Revolving Commitment of each Lender according to its Applicable PercentagePercentage in respect of the Revolving Facility. All fees accrued until the effective date of any termination of the Aggregate Revolving Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Revolving Credit Commitments, or from time to time permanently reduce the Aggregate Revolving Credit Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. three 12:00 noon five (5) Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination)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 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 Revolving Credit Commitments; provided that the Borrower may terminate the Aggregate Commitments if all Loans have been paid in full, the Borrower has Cash Collateralized, or provided other support acceptable to the applicable L/C Issuer(s) for, all outstanding Letters of Credit, and there are no outstanding L/C Borrowings. The Administrative Agent will promptly notify the Revolving Credit Lenders of any such notice of termination or reduction of the Aggregate Revolving Credit Commitments. Any reduction of the Aggregate Revolving Credit Commitments shall be applied to the Revolving Credit Commitment of each Revolving Credit Lender according to its Applicable PercentagePro Rata Share. All fees accrued until the effective date of any termination of the Aggregate Revolving Credit Commitments shall be paid on the effective date of such termination. Notwithstanding anything herein to the contrary, the Borrower may rescind any notice of termination of Revolving Credit Commitments under this Section 2.06 not later than 1:00 p.m. on the Business Day before such termination was scheduled to take place if such termination would have resulted from a refinancing of the Aggregate Revolving Credit Commitments, which refinancing shall not be consummated or shall otherwise be delayed. Notwithstanding anything else to the contrary contained herein, the Term Loan Commitments in effect on the Closing Date shall automatically terminate at the earlier to occur of (a) 5:00 p.m. on the Closing Date and (b) the making of the Term Loans pursuant to Section 2.01(b).

Termination or Reduction of Commitments. The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. noon three Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination)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, and (iii) the 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; provided that Commitments of all the Borrower may terminate Lenders and (iv) if, after giving effect to any reduction of the Aggregate Commitments if all Loans have been paid in fullCommitments, the Borrower has Cash CollateralizedLetter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, or provided other support acceptable to such Sublimit shall be automatically reduced by the applicable L/C Issuer(s) for, all outstanding Letters amount of Credit, and there are no outstanding L/C Borrowingssuch excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Revolver Lender according to its Applicable Percentage. All fees accrued until up to the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination.. Notwithstanding anything in this Section 2.06 to the contrary, the Borrower may rescind any notice of termination in full of the Aggregate Commitments of all the Lenders under this Section 2.06 not later than 1:00 p.m. on the Business Day before such termination was scheduled to take place if such termination would have resulted from a refinancing of the Loans, which financing shall not be consummated or shall otherwise be delayed. 42 [SEMGROUP ENERGY PARTNERS CREDIT AGREEMENT]

Termination or Reduction of Commitments. (a) All unused Term Loan Facility Debt Commitments, if any, shall be automatically and permanently terminated (without premium or penalty) as of 5:00 p.m. (New York time) on the last day of the Term Loan Availability Period that is a Business Day. (b) The Borrower may, upon notice may cancel or reduce permanently the whole or any part of the unutilized Term Loan Facility Debt Commitments in accordance with Section 3.2 (Right of Repayment and Cancellation in Relation to the Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. three Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of terminationSingle Facility Lender), Section 3.7 (iiPro Rata Payment) any such partial reduction shall be and Section 3.8 (Reductions and Cancellations of Facility Debt Commitments) of the Common Terms Agreement on a pro rata basis across all remaining Term Loan Facility Debt Commitments under this Agreement (in an aggregate a minimum amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments; provided that the Borrower may terminate the Aggregate Commitments if all Loans have been paid in full, the Borrower has Cash Collateralized, or provided other support acceptable to the applicable L/C Issuer(s) for, all outstanding Letters of Credit, and there are no outstanding L/C Borrowings10,000,000). The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until From the effective date of any termination such reduction or cancellation, the Commitment Fees shall be computed on the undrawn portion of the Aggregate Term Loan Facility Debt Commitments as so reduced or cancelled. (c) On the date of incurrence of any Replacement Senior Debt in accordance with Section 6.3 (Replacement Senior Debt) of the Common Terms Agreement to the extent that such Replacement Senior Debt is intended to be applied to cancel or reduce any or all Term Loan Facility Debt Commitments, the Term Loan Facility Debt Commitments of the Term Lenders shall be paid on reduced in accordance with Section 3.8(a) (Reductions and Cancellations of Facility Debt Commitments) of the effective date Common Terms Agreement to the extent of such terminationamounts applied towards such cancellation or reduction; provided that, if the Borrower incurs Replacement Senior Debt for purposes of repaying Term Loans and canceling or reducing Term Loan Facility Debt Commitments, the Borrower shall be deemed to have, on a pro rata basis, applied the proceeds of such Replacement Senior Debt first to repay any outstanding Term Loans in accordance with Section 3.14(c) (Pro Rata Treatment), and, to the extent any Replacement Senior Debt proceeds remain, secondly to cancel Term Loan Facility Debt Commitments that subsequently remain available to be drawn in accordance with Section 3.14(b) (Pro Rata Treatment). (d) All unused Term Loan Facility Debt Commitments, if any, shall be terminated upon the occurrence of a Loan Facility Event of Default if required pursuant to Section 8.02 (Acceleration Upon Bankruptcy) or Section 8.03 (Action Upon Event of Default) in accordance with the terms thereof.

Termination or Reduction of Commitments. The Borrower may, upon (a) Upon at least two (2) Business Days’ prior written notice to the Administrative Agent, terminate the Aggregate CommitmentsLead Borrower may, at any time, in whole permanently terminate, or from time to time in part permanently reduce reduce, the Aggregate Commitments; provided that (i) any such the notice shall can be received by the Administrative Agent not later than 1:00 p.m. three Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination consummation of this Agreement, any notice terminating other events and revoked by the Aggregate Commitments may be received on Lead Borrower if the date of termination), (ii) any condition is not satisfied. Each such partial reduction shall be in an aggregate the principal amount of $5,000,000 or any whole integral multiple thereof. Each such reduction or termination shall (i) be applied ratably to the Commitments of $1,000,000 each Lender and (ii) be irrevocable (except as provided in excess thereofthe proviso to the immediately preceding sentence) at the effective time of any such termination or reduction. 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 earned and unpaid fees under the Fee Letter and all Unused Fees accrued on the Commitments so terminated, and (iii) at the Borrower shall not terminate effective time of any such reduction or reduce the Aggregate Commitments iftermination, after giving effect thereto and to any concurrent prepayments hereunder, amount by which the Total Outstandings would on such date exceed the Aggregate Commitments; provided that amount to which the Borrower may terminate Commitments are to be reduced effective on such date. (b) Upon the Aggregate Commitments if all Loans have been paid in fullTermination Date, the Borrower has Cash CollateralizedCommitments of the Lenders and the credit facility provided hereunder shall be terminated in full and the Borrowers shall pay, or provided other support acceptable to the applicable L/C Issuer(s) forin full and in cash, all outstanding Letters of Credit, Revolving Credit Loans and there all other outstanding Obligations (other than contingent indemnification obligations for which no claim has been made and Other Liabilities that are no outstanding L/C Borrowings. The Administrative Agent will promptly notify permitted by the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied providers thereof to remain outstanding) then owing by them to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such terminationLenders.

Termination or Reduction of Commitments. (a) The Borrower mayInitial Term Loan Commitments and the Initial Revolving Credit Commitments shall automatically terminate upon the Commitment Termination Date and any Incremental Loan Commitments, upon Refinancing Commitments, Extended Revolving Credit Commitments or Commitments with respect to Extended Term Loans shall terminate as provided in the related Incremental Loan Assumption Agreement, Refinancing Amendment or Extension Amendment, as applicable. The Revolving Credit Commitment of each Revolving Credit Lender shall automatically terminate on the Maturity Date for the applicable Class of Revolving Credit Commitments; provided that (x) the foregoing shall not release any Revolving Credit Lender from any liability it may have for its failure to fund Revolving Credit Loans, L/C Advances or participations in Swing Line Loans that were required to be funded by it on or prior to such Maturity Date and (y) the foregoing will not release any Revolving Credit Lender from any obligation to fund its portion of L/C Advances or participations in Swing Line Loans with respect to Letters of Credit issued or Swing Line Loans made prior to such Maturity Date. (b) Upon at least three Business Days’ prior written or fax notice to the Administrative Agent, terminate the Aggregate CommitmentsBorrower may at any time in whole permanently terminate, or from time to time in part permanently reduce reduce, the Aggregate Commitmentsunused Commitments of any Class; provided provided, however, that (i) any such notice each partial reduction of Commitments shall be received in an integral multiple of $1,000,000 and in a minimum amount of $5,000,000 (or in such lower minimum amounts or multiples as agreed to by the Administrative Agent not later than 1:00 p.m. three Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder in its reasonable discretion) and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination), (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunderreduction of Revolving Credit Commitments, the Total Outstandings would exceed Letter of Credit Sublimit or the Aggregate Swing Line Sublimit exceeds the amount of the Participating Revolving Credit Commitments; , such sublimit shall be automatically reduced by the amount of such excess. Except as provided that in the Borrower may terminate the Aggregate Commitments if all Loans have been paid in fullimmediately preceding sentence, the Borrower has Cash Collateralized, or provided other support acceptable amount of any such Revolving Credit Commitment reduction shall not be applied to the applicable L/C Issuer(s) for, all outstanding Letters Letter of Credit, and there are no outstanding L/C BorrowingsCredit Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrower. The Administrative Agent will promptly notify the Lenders of any Any such notice of termination or reduction pursuant to this Section 2.09(b) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the Aggregate Commitments. Any effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower or the Borrower may delay the date of prepayment identified therein to a later date reasonably acceptable to the Administrative Agent (in each case by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied or the satisfaction of such condition is delayed. (c) Upon any reduction of the Aggregate unused Commitments shall be applied to of any Class, the Commitment of each Lender according to its Applicable Percentageof such Class shall be reduced on a pro rata basis (determined on the basis of the aggregate Commitments under such Class) (other than the termination of the Commitment of any Lender as provided in Section 2.21). All Any commitment fees accrued until the effective date of any termination of the Aggregate Revolving Credit Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. 12:00 noon Pacific Time three Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder reduction, and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination), (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof. Notwithstanding anything to the contrary contained herein, and (iii) the Borrower shall not terminate or reduce a notice of termination of the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments; provided that delivered by the Borrower may terminate state that such notice is conditioned upon the Aggregate Commitments if all Loans have been paid effectiveness of other credit facilities or any other transaction, in full, which case such notice may be revoked by the Borrower has Cash Collateralized, or provided other support acceptable (by notice to the applicable L/C Issuer(sAdministrative Agent on or prior to the specified effective date) for, all outstanding Letters of Credit, and there are no outstanding L/C Borrowingsif such condition is not satisfied. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Applicable Percentage. All interest and fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination. Each reduction of the Aggregate Commitments shall be made ratably among the Lenders in accordance with their respective Commitments. (b) The Aggregate Commitments shall automatically terminate on the Commitment Termination Date; provided that, upon the occurrence of an Early Maturity Event and to the extent that no Loans are outstanding (including following any payment required under Section 2.05 (assuming such payment was made on the date such Early Maturity Event occurs)), a portion of the Aggregate Commitments equal to the Applicable Early Maturity Amount (less the amount of any payment required to be made under Section 2.05 in respect of such Early Maturity Event) for such Early Maturity Event shall automatically terminate on the date such Early Maturity Event occurs.

Termination or Reduction of Commitments. (a) The Borrower mayTerm B-2 Loan Commitment of each Term B-2 Loan Lender shall terminate in its entirety on the Amendment No. 3 Effective Date (after giving effect to the incurrence of the Term B-2 Loans on such date). Unless previously terminated, the Revolving Credit Commitments shall terminate on the Revolving Credit Termination Date. (b) Upon at least three Business Days’ prior irrevocable written (provided that such notice may state that it is conditioned upon the effectiveness of other credit facilities, incurrence of other Indebtedness or consummation of another transaction (such as a Change of Control), in which case such notice may be revoked by the Company if such condition is not satisfied prior to the stated effective date of the termination or reduction set forth in such notice) or telecopy notice to the Administrative Agent, terminate the Aggregate CommitmentsCompany (on behalf of all the Borrowers) may at any time in whole permanently terminate, or from time to time in part permanently reduce reduce, the Aggregate Total Revolving Credit Commitments; provided provided, however, that (i) any such notice each partial reduction of the Total Revolving Credit Commitments shall be received in an integral multiple of $1,000,000 and in a minimum principal amount of $5,000,000 and (ii) no such termination or reduction shall be made which would reduce the Total Revolving Credit Commitments to an amount less than the sum of (x) the aggregate outstanding principal amount (or Assigned Dollar Value, in the case of Revolving Credit Loans denominated in Alternative Currencies) of the Competitive Loans and Standby Loans and (y) the L/C Obligations outstanding at such time. Notwithstanding the foregoing, as long as no Default or Event of Default is continuing, the Company may terminate the unused amount of the Revolving Credit Commitment of a Defaulting Lender upon not less than ten Business Days’ prior notice to the Administrative Agent (which will promptly notify the Revolving Credit Lenders thereof), it being understood that such termination will not be deemed to be a waiver or release of any claim any of the Borrowers or the Administrative Agent may have against such Defaulting Lender. (c) Subject to the last sentence of Section 2.10(b) and to Section 2.25, any reduction in the Total Revolving Credit Commitments hereunder shall be made ratably among the Revolving Credit Lenders in accordance with their respective Revolving Credit Commitments. Subject to the last sentence of Section 2.09(a), the Company shall pay to the Administrative Agent for the account of the Revolving Credit Lenders, on the date of each termination or reduction, the Commitment Fees on the amount of the Revolving Credit Commitments so terminated or reduced accrued to but not including the date of such termination or reduction. (d) A Revolving Credit Commitment terminated or reduced under this Section 2.10 may not be reinstated. (e) On the fifth Business Day following the receipt of the Net Cash Proceeds of any Specified Disposition (or, if earlier, the date on which any prepayment of the Term Loans is made with respect to such Specified Disposition pursuant to Section 2.12(b)), the Total Revolving Credit Commitments shall be automatically and permanently reduced (without further action on the part of any Person) to the extent necessary to cause the Total Net Leverage Ratio, on a Pro Forma Basis recomputed as of the end of the most recently ended Test Period (and assuming for such purposes that the Total Revolving Credit Commitments were fully used and, for the avoidance of doubt, after giving effect to any prepayment of the Term Loans made in connection with such Specified Disposition pursuant to Section 2.12(b) and any other prepayment, redemption, repurchase, defeasance or discharge of any Indebtedness made in connection with such Specified Disposition), to be not greater than 2.50:1.00. The amount of any required mandatory termination of Total Revolving Credit Commitments pursuant to this Section 2.10(e) shall be determined in good faith by the Company and set forth in a certificate signed by a Responsible Officer (which certificate shall set forth in reasonable detail the calculation of the amount of such mandatory reduction of the Total Revolving Credit Commitments) delivered to the Administrative Agent not later than 1:00 p.m. three the fifth Business Days prior Day following the receipt of the Net Cash Proceeds of the applicable Specified Disposition (or, if earlier, the date on which any prepayment of the Term Loans is made in connection with such Specified Disposition pursuant to Section 2.12(b)), and the Administrative Agent shall give the Lenders prompt written notice of the amount of any such required mandatory reduction of the Total Revolving Credit Commitments. The provisions of Section 2.10(c) and 2.12(e) shall apply to any such mandatory reduction of the Total Revolving Credit Commitments. (f) On the fifth Business Day following the consummation of any Specified Distribution (or, if earlier, the date on which any prepayment of the Term Loans is made with respect to such Specified Distribution pursuant to Section 2.12(c)), the Total Revolving Credit Commitments shall be automatically and permanently reduced (without further action on the part of any Person) to the date extent necessary to cause the Total Net Leverage Ratio, on a Pro Forma Basis recomputed as of termination or reduction the end of the most recently ended Test Period (except and assuming for such purposes that if no Loans are outstanding hereunder and no Letters of the Total Revolving Credit are issued and outstanding hereunder or the effectiveness of a new credit facility Commitments were fully used and, for the Borrower is conditioned on the termination avoidance of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination), (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrower shall not terminate or reduce the Aggregate Commitments ifdoubt, after giving effect thereto and to any concurrent prepayments hereunderprepayment of the Term Loans made substantially simultaneously in connection with such Specified Distribution pursuant to Section 2.12(c) and any other prepayment, redemption, repurchase, defeasance or discharge of any Indebtedness made in connection with such Specified Distribution), to be not greater than 2.50:1.00. The amount of any required mandatory termination of Total Revolving Credit Commitments pursuant to this Section 2.12(f) shall be determined in good faith by the Company and set forth in a certificate signed by a Responsible Officer (which certificate shall set forth in reasonable detail the calculation of the amount of such mandatory reduction of the Total Revolving Credit Commitments) delivered to the Administrative Agent not later than the fifth Business Day following the occurrence of the Specified Distribution (or, if earlier, the Total Outstandings would exceed date on which any prepayment of the Aggregate Commitments; provided that the Borrower may terminate the Aggregate Commitments if all Term Loans have been paid is made in full, the Borrower has Cash Collateralized, or provided other support acceptable connection with such Specified Distribution pursuant to the applicable L/C Issuer(s) for, all outstanding Letters of CreditSection 2.12(c)), and there are no outstanding L/C Borrowings. The the Administrative Agent will promptly notify shall give the Lenders prompt written notice of the amount of any such notice of termination or required mandatory reduction of the Aggregate Total Revolving Credit Commitments. Any The provisions of Section 2.10(c) shall apply to any such mandatory reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such terminationTotal Revolving Credit Commitments.

Termination or Reduction of Commitments. The (a) During the Revolving Credit Period, the Borrower may, upon notice to shall have the Administrative Agent, terminate the Aggregate Commitments, or right at any time and from time to time permanently reduce upon five (5) Business Days’ prior written notice to the Aggregate Commitments; provided that Operations Agent, (i) terminate or reduce in full the Commitments at any such notice shall be received by the Administrative Agent not later than 1:00 p.m. three Business Days prior to the date of termination time, or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination), (ii) any such partial reduction shall be in reduce from time to time the Aggregate Commitment Amount by an aggregate amount of at least $5,000,000 or any whole integral multiple of $1,000,000 in excess thereof, whereupon the Commitment Amounts of each of the Banks shall be reduced pro rata in accordance with their Commitment Percentage of the amount specified in such notice or, as the case may be, each Bank’s Commitment shall be terminated. Promptly after receiving any notice of the Borrower delivered pursuant to this Section, the Operations Agent will notify the Banks of the substance thereof. Upon the effective date of any such reduction or termination, the Borrower shall pay to the Operations Agent for the respective accounts of the Banks the full amount of any commitment fee then accrued and unpaid on the amount of the reduction. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable. No reduction in the Commitment Amounts or termination of the Commitments may be reinstated. (b) Each Bank’s Commitment shall permanently reduce to $0 and each Bank’s Commitment shall terminate on the Termination Date. Notwithstanding anything to the contrary contained herein, each Bank shall have the right at any time to elect to terminate its Commitment in full upon prior written notice to the Borrower and the Operations Agent thereof (such notice being hereinafter referred to as a “Termination Notice”; any Bank so delivering a Termination Notice in accordance with the provisions of this Section 2.10(b) shall hereinafter be referred to as a “Terminating Bank”). The Commitment of such Terminating Bank shall automatically terminate in full, and the Commitment of such Bank shall permanently reduce to $0, on the date (with respect to such Bank, its “Specified Termination Date”) which is the earlier of (x) the 180th day after the date of such Termination Notice and (iiiy) a date selected by the Borrower by written notice to the Operations Agent and agreed to by the Operations Agent, such agreement not to be unreasonably withheld. In accordance with Section 2.05 hereof, the Borrower promises to pay each Terminating Bank on the earlier of (x) such Bank’s Specified Termination Date or (y) the Termination Date, and there shall become absolutely due and payable on such date, the aggregate principal amount of all Loans outstanding to such Terminating Bank on such date, together with any and all accrued and unpaid interest thereon and all other amounts outstanding hereunder (including, without limitation, the commitment fee owing to such Terminating Bank) and owing to such Terminating Bank as of such date. No payment made in accordance with this Section 2.10(b) shall be subject to or be deemed to be in violation of Section 2.13, provided, to the extent there is more than one Terminating Bank requiring repayment on the same date, such payments shall be applied pro rata to all such Terminating Banks. (c) Each Bank shall have the right at any time to elect to reduce its Commitment in part upon prior written notice to the Borrower and the Operations Agent thereof specifying the amount of such reduction (the “Requested Reduction Amount”; such a notice being hereinafter referred to as a “Reduction Notice”; any Bank so delivering such a Reduction Notice shall hereinafter be referred to as a “Reducing Bank”). The Commitment of such Reducing Bank shall automatically reduce on the date (the “Reduction Date”) which is the earlier of (x) the 180th day from the date of such Reduction Notice and (y) a date selected by the Borrower by written notice to the Operations Agent and agreed to by the Operations Agent, such agreement not to be unreasonably withheld, by an amount (a “Reduction Amount”) equal to the greater of (i) the Requested Reduction Amount and (ii) an amount selected by the Borrower in the written notice to the Operations Agent; it being understood that (I) the Borrower shall not have the right to permanently reduce or terminate such Reducing Bank’s Commitment Amount in full or in part at any time after delivery of the Reduction Notice and prior to the Reduction Date and (II) nothing in this Section 2.10(c) shall limit the Borrower’s right to reduce the Aggregate aggregate Commitment Amount or terminate the Commitments ifpursuant to and in accordance with the terms of Section 2.10(a) hereof. The Borrower promises to pay to each Reducing Bank on the applicable Reduction Date, and there shall become absolutely due and payable on each such date, the portion of the aggregate principal amount of all Loans outstanding to such Reducing Bank, together with any and all accrued and unpaid interest thereon, which exceeds such Reducing Bank’s new Commitment (immediately after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed reduction by the Aggregate CommitmentsReduction Amount on such date); provided that if the Borrower may terminate elects to reduce the Aggregate Commitments if all Loans have been paid Commitment Amount of a Reducing Bank to $0 by terminating such Reducing Bank’s Commitment in full, the Borrower promises to pay to such Reducing Bank on the applicable Reduction Date, and there shall become absolutely due and payable on such date, the aggregate principal amount of all Loans outstanding to such Reducing Bank, together with any and all accrued and unpaid interest thereon and all other amounts outstanding hereunder and owing to such Reducing Bank as of such date. No payment made in accordance with this Section 2.10(c) shall be subject to or be deemed to be in violation of Section 2.13, provided, to the extent there is more than one Terminating Bank requiring repayment on the same date, such payments shall be applied pro rata to all such Terminating Banks (i) To the extent any Bank delivers a Termination Notice pursuant to Section 2.10 (b) hereof or a Reduction Notice pursuant to Section 2.10(c) hereof, so long as no Default or Event of Default has Cash Collateralizedoccurred and is continuing, the Borrower may, upon prior written notice to the Operations Agent, such Terminating Bank or provided other support acceptable Reducing Bank, as applicable, request that one or more Assignees (each, a “Joining Bank”) and/or existing Banks (each such existing Bank or Joining Bank, a “Substitute Lender”) assume all or any portion of the Commitment of such Terminating Bank or Reducing Bank, as applicable. Each Terminating Bank or Reducing Bank, as the case may be, agrees that, should it be identified for replacement prior to its Specified Termination Date or Reduction Date, as applicable, pursuant to this Section 2.10(d)(i), it will promptly execute and deliver all documents and instruments reasonably required by the Borrower and/or the Operations Agent to assign the relevant portion such Terminating Bank’s or Reducing Bank’s Loans and Commitment to the applicable L/C Issuer(s) forSubstitute Bank on the applicable Specified Termination Date or Reduction Date, all outstanding Letters of Credit, and there are no outstanding L/C Borrowingsas applicable. 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 parties hereto hereby acknowledge and agree that no existing Bank shall be applied obligated to assume any portion of the Commitment of each Lender according a Terminating Bank or Reducing Bank hereunder, and any election to do so shall be in the sole and absolute discretion of such Bank. (ii) In the event that any Terminating Bank was not replaced pursuant to Section 2.10(d)(i) hereof prior to its Applicable PercentageSpecified Termination Date, so long as no Default or Event of Default has occurred and is continuing, the Borrower may, at any time prior to the Termination Date, with prior written notice to the Operations Agent, request that one or more Substitute Banks (x) in the case of Joining Banks, join this Agreement as Banks with Commitments and/or (y) in the case of existing Banks, increase their existing Commitment Amount, in an aggregate Commitment Amount of up to the applicable Commitment Amount of such Terminating Bank immediately prior to the applicable Specified Termination Date. All fees accrued until In the effective date event that Commitments of any termination Reducing Bank equal to the applicable Reduced Amounts were not replaced with Commitments of Substitute Banks pursuant to Section 2.10(d)(i) hereof prior to the applicable Reduction Date, so long as no Default or Event of Default has occurred and is continuing, the Borrower may, at any time prior to the Termination Date, with prior written notice to the Operations Agent, request that one or more Substitute Banks (x) in the case of Joining Banks, join this Agreement as Banks with Commitments and/or (y) in the case of existing Banks, increase their existing Commitment Amount, in an aggregate Commitment of up to the applicable Reduction Amounts. Each Joining Bank shall be required to execute and deliver to the Operations Agent such joinder documents as the Operations Agent shall reasonably require. The parties hereto hereby acknowledge and agree that no existing Bank shall be obligated to assume any portion of the Aggregate Commitments Commitment Amount of a Terminating Bank or Reducing Bank hereunder, and any election to do so shall be paid on in the effective date sole and absolute discretion of such terminationBank.

Termination or Reduction of Commitments. (a) The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Revolving Commitments, or from time to time permanently reduce the Aggregate Revolving Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. three 11:00 a.m. five Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters in the case of Credit are issued and outstanding hereunder or the effectiveness any reductions to be made in June of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination2009), (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 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; provided that the Borrower may terminate , and (iv) if, after giving effect to any reduction of the Aggregate Commitments if all Loans have been paid in fullRevolving Commitments, the Borrower has Cash CollateralizedLetter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Commitments, or provided other support acceptable to such Sublimit shall be automatically reduced by the applicable L/C Issuer(s) for, all outstanding Letters amount of Credit, and there are no outstanding L/C Borrowingssuch excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Revolving Commitments. Any reduction of the Aggregate Revolving Commitments shall be applied to the Revolving Commitment of each Revolving Lender according to its Applicable PercentagePro Rata Share. All fees accrued until the effective date of any termination of the Aggregate Revolving Commitments shall be paid on the effective date of such termination. (b) Following the occurrence of a Change of Control, the Required Lenders may in their sole and absolute discretion elect, during the sixty day period immediately subsequent to the later of (a) such occurrence and (b) the earlier of (i) receipt of the Borrower’s written notice to the Administrative Agent of such occurrence and (ii) if no such notice has been received by the Administrative Agent, the date upon which the Administrative Agent and the Lenders have actual knowledge thereof, to terminate all of the Commitments. In any such case the Commitments shall be terminated effective on the date which is sixty days subsequent to the date of written notice from the Administrative Agent to the Borrower thereof, and (i) to the extent that any Loans are then outstanding, the same shall be immediately due and payable, and (ii) to the extent that any Letters of Credit are then outstanding, Borrower shall provide cash collateral for the same. (c) The Class B Commitments of the Designated Extending Lenders shall be permanently reduced by an amount equal to 50% of the amount of all Gross Bond Proceeds as herein set forth. The reductions to the Class B Commitments of the Designated Extended Lenders shall be made ratably, based upon such Lenders’ total Class A Commitments as of the date of such reduction. If the Class B Commitments of any Designated Extending Lender shall be reduced to zero, any Commitment reduction to which it would otherwise be entitled shall be shared ratably among the other Designated Extending Lenders; provided that after all Class B Commitments of the Designated Extending Lenders have been permanently retired, the Class A Commitments of the Designated Extending Lenders shall thereupon be ratably reduced until the aggregate amount thereof shall have been reduced to $1.5 billion, and once the aggregate Class A Commitments have been reduced to $1.5 billion, no further reductions to the Commitments will be necessary.

Termination or Reduction of Commitments. (a) The Revolving Credit Commitments shall be automatically and permanently terminated at 5:00 p.m., New York City time, on the Revolving Credit Termination Date. (b) The Borrower mayshall have the right, upon not less than three Business Days’ notice to the Administrative Agent, to terminate the Aggregate CommitmentsRevolving Credit Commitments or any Incremental Revolving Loan Amounts or, or from time to time permanently time, to reduce the Aggregate Commitments; amount thereof, provided that (i) any no such notice shall be received by the Administrative Agent not later than 1:00 p.m. three Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of with respect to Revolving Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination), (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrower shall not terminate or reduce the Aggregate Commitments permitted if, after giving effect thereto and to any concurrent prepayments hereunderof the Swingline Loans and the Revolving Credit Loans made on the effective date thereof, the Total Outstandings Revolving Extensions of Credit would exceed the Aggregate Commitments; provided that Revolving Credit Commitments then in effect and (ii) no such termination or reduction of with respect to any Incremental Revolving Loan Amount shall result in the Borrower aggregate outstanding principal amount of the related Incremental Revolving Loans being greater than such Incremental Revolving Loan Amount as so reduced or terminated. Any reduction pursuant to this subsection 2.7(b) shall be in an amount equal to $1,000,000, or a whole multiple of $100,000 in excess thereof, and shall reduce permanently the Revolving Credit Commitments or the applicable Incremental Revolving Loan Amount then in effect, as the case may terminate the Aggregate Commitments if all Loans have been paid in fullbe. Upon receipt of any notice pursuant to this subsection 2.7(b), the Borrower has Cash CollateralizedAdministrative Agent shall promptly notify each Revolving Credit Lender, or provided other support acceptable to the applicable L/C Issuer(s) for, all outstanding Letters of Crediteach affected Incremental Lender, and there are no outstanding L/C Borrowings. The Administrative Agent will promptly notify the Lenders Swingline Lender, as applicable, of any such the contents thereof. (c) Each notice of termination or reduction of delivered by the Aggregate Commitments. Any reduction of the Aggregate Commitments Borrower under this subsection 2.7 shall be applied irrevocable, provided that any such notice may state that such notice is conditioned upon effectiveness of other financing or of an asset sale, in which case such notice may be revoked by the Borrower by notice to the Commitment of each Lender according Administrative Agent on or prior to its Applicable Percentage. All fees accrued until the specified effective date of any termination of the Aggregate Commitments shall be paid on the effective date of if such terminationcondition is not satisfied.

Termination or Reduction of Commitments. The Borrower Company may, upon notice to the Administrative Agent, terminate the Aggregate Commitments, Commitments or from time to time permanently reduce the Aggregate Commitments; provided that (ia) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. three Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters or such shorter period of Credit are issued and outstanding hereunder or time as the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments Administrative Agent may be received on the date of terminationdetermine), (iib) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iiic) any such notice may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may, subject to Section 3.05, be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied, (d) any such partial reduction shall be applied to reduce each Sublimit then in effect in a manner that will allow such reduction of the Aggregate Commitments to be applied pro rata across the Commitments of all the Lenders according to their Applicable Percentages with respect to the Aggregate Commitments, as determined by the Company in consultation with the Administrative Agent, (e) the Borrower 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; provided that , and (f) if, after giving effect to any reduction of the Borrower may terminate Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments or, if all Loans have been paid in fullless, the Borrower has Cash CollateralizedCompany Sublimit, or provided other support acceptable to such sublimit shall be automatically reduced by the applicable L/C Issuer(s) for, all outstanding Letters amount of Credit, and there are no outstanding L/C Borrowingssuch excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate CommitmentsCommitments and of the amount of each of the Sublimits after giving effect thereto. Any The amount of any such Aggregate Commitment reduction shall not reduce the Letter of Credit Sublimit 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, any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Applicable PercentagePercentage with respect to the Aggregate Commitments (and not with respect to any Designated Borrower Sublimit). All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. The Borrower Company may, at its discretion, upon written notice to the Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. three 11:00 a.m. five Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination)reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of at least $1,000,000 in excess thereofor, if less, the entire Aggregate Commitments and (iii) the Borrower 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. The Borrower will be required to pay the Makewhole Fee, applicable amounts under Sections 3.01 and 3.05 and other amounts applicable for the terminated portion of the Facility; provided that a Makewhole Fee will not be payable in the event that Borrower may exercises the right to terminate or reduce the Facility described in this Section 2.04 following the assertion of claims for additional amounts under Sections 3.01 and 3.04 that exceed an amount equal to 0.10% per annum times the Aggregate Commitments if all Loans have been paid in full, the Borrower has Cash Collateralized, or provided other support acceptable to the applicable L/C Issuer(s) for, all outstanding Letters of Credit, and there are no outstanding L/C BorrowingsCommitments. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. The Borrower Borrowers may, upon notice to the Administrative Agent, terminate the Aggregate CommitmentsCommitments and this Agreement, or from time to time permanently reduce the Aggregate CommitmentsCommitments under this Agreement; provided that (ia) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. three Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination)reduction, (iib) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iiic) the Borrower Borrowers shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments prepayment and/or Cash Collateralization hereunder, the Total Outstandings would exceed the Aggregate Commitments; provided and provided, further, that the Borrower may terminate a notice of termination or reduction of the Aggregate Commitments if all Loans have been paid under this Section 2.05 may state that such notice is conditioned upon the occurrence of one or more events specified therein, in full, which case such notice may be revoked by the Borrower has Cash Collateralized, or provided other support acceptable Borrowers (by notice to the applicable L/C Issuer(sAdministrative Agent on or prior to the specified effective date) for, all outstanding Letters of Credit, and there are no outstanding L/C Borrowingsif such condition is not satisfied. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments pursuant to this Section 2.05 shall be applied to the Commitment of each Lender according to its Applicable PercentagePro Rata Share; provided that, during any period in which a Lender is a Defaulting Lender, the Borrowers may (in their discretion) apply all or any portion to be specified by the Borrowers of any optional reduction of unused Aggregate Commitments under this Section 2.05 to the unused Commitments of any one or more Defaulting Lenders specified by the Borrowers (which application may result in a change of the Pro Rata Shares of the Lenders) before applying any remaining reduction to the unused Commitments of all Lenders in accordance with their Pro Rata Shares. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination. Notwithstanding the termination of the Aggregate Commitments, this Agreement shall not terminate, and the obligations of the Borrowers under this Agreement shall continue, until all Letters of Credit have expired, been replaced or been terminated and each Unreimbursed Amount and all interest, fees and other amounts payable hereunder have been paid in full.

Termination or Reduction of Commitments. The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Revolving Commitments, or from time to time permanently reduce the Aggregate Revolving Commitments; provided that provided, that, except as otherwise agreed by the Administrative Agent in its sole discretion, (i) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. three 11:00 a.m. five Business Days prior to the date of such termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination)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 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; provided that the Borrower may terminate , and (iv) if, after giving effect to any reduction of the Aggregate Commitments if all Loans have been paid in fullRevolving Commitments, the Borrower has Cash CollateralizedLetter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Commitments, the Letter of Credit Sublimit or provided other support acceptable to the applicable L/C Issuer(s) forSwing Line Sublimit, all outstanding Letters as applicable, shall be automatically reduced by the amount of Credit, and there are no outstanding L/C Borrowingssuch excess. The Administrative Agent will promptly notify the Revolving Lenders of any such notice of termination or reduction of the Aggregate Revolving Commitments. Any notice delivered by the Borrower pursuant to this Section 2.06 may state that such notice is conditioned upon the effectiveness of other transactions, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any reduction 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 termination.

Termination or Reduction of Commitments. The Borrower Company may, upon notice to the Administrative Agent, terminate the Aggregate Revolving Commitments, or from time to time permanently reduce the Aggregate Revolving Commitments; provided that (i) any such notice no- ▇▇▇▇ shall be received by the Administrative Agent not later than 1:00 p.m. three (3) Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination)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 Borrower 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 Aggregate Revolving Commitments, and (iv) if, after giving effect to any re- duction of the Aggregate Revolving Commitments, the Alternative Currency Sublimit, Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Commitments, such sublimit shall be automatically reduced by the amount of such excess; provided pro- vided further that the Borrower may any notice to reduce or terminate the Aggregate Revolving Commitments may be contingent upon the consummation of the refinancing of this Agreement or other transaction, and may be revoked if all Loans have been paid in fullsuch refinancing or transaction is not consummated, and if so revoked, the Borrower has Cash Collateralized, Aggregate Revolving Commitments shall not be so reduced or provided other support acceptable to the applicable L/C Issuer(s) for, all outstanding Letters of Credit, and there are no outstanding L/C Borrowingsterminated as requested in such notice. The Administrative Agent will promptly notify the Lenders of any such notice of termination termi- nation or reduction of the Aggregate Revolving Commitments. Subject to clause (iv) of the pro- viso to the first sentence in this Section 2.07, the amount of any such Aggregate Revolving Com- mitment reduction shall not be applied to the Alternative Currency Sublimit, Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Company. Any reduction of the Aggregate Revolving Commitments shall be applied to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination termina- tion of the Aggregate Revolving Commitments shall be paid on the effective date of such terminationtermi- nation.

Termination or Reduction of Commitments. (a) The Borrower mayTerm B-3 Loan Commitment of each Term B-3 Loan Lender shall terminate in its entirety on the Amendment No. 7 Effective Date (after giving effect to the incurrence of the Term B-3 Loans on such date). Unless previously terminated, (i) the 2024 Non Extended Revolving Credit Commitments shall terminate on the 2024 Non Extended Revolving Credit Termination Date and the 2024 Extended Revolving Credit Commitments shall terminate on the 2024 Extended Revolving Credit Termination Date (or, with respect to the Initial Revolving Credit Commitments (in effect immediately prior to the Amendment No. 14 Effective Date) of the Revolving Credit Lenders, the Amendment No. 14 Effective Date) and (ii) the 2026 Extended Revolving Credit Commitments shall terminate on the 2026 Extended Revolving Credit Termination Date. (b) Upon at least three Business Days’ prior irrevocable written (provided that such notice may state that it is conditioned upon the effectiveness of other credit facilities, incurrence of other Indebtedness or consummation of another transaction (such as a Change of Control), in which case such notice may be revoked by the Company if such condition is not satisfied prior to the stated effective date of the termination or reduction set forth in such notice) or telecopy notice to the Administrative Agent, terminate the Aggregate CommitmentsCompany (on behalf of all the Borrowers) may at any time in whole permanently terminate, or from time to time in part permanently reduce reduce, the Aggregate Total Revolving Credit Commitments; provided provided, however, that (i) any such notice each partial reduction of the Total Revolving Credit Commitments shall be received in an integral multiple of $1,000,000 and in a minimum principal amount of $5,000,000 and (ii) no such termination or reduction shall be made which would reduce the Total Revolving Credit Commitments to an amount less than the sum of (x) the aggregate outstanding principal amount (or Assigned Dollar Value, in the case of Revolving Credit Loans denominated in Alternative Currencies) of the Competitive Loans and Standby Loans, (y) the L/C Obligations outstanding at such time and (z) the aggregate outstanding principal amount of Swing Line Loans at such time. If, after giving effect to any reduction of the Total Revolving Credit Commitments, the Swing Line Sublimit would exceed the Total Revolving Credit Commitments, the Swing Line Sublimit shall be automatically reduced by the amount of such excess. Notwithstanding the foregoing, as long as no Default or Event of Default is continuing, the Company may terminate the unused amount of the Revolving Credit Commitment of a Defaulting Lender upon not less than ten Business Days’ prior notice to the Administrative Agent (which will promptly notify the Revolving Credit Lenders thereof), it being understood that such termination will not be deemed to be a waiver or release of any claim any of the Borrowers or the Administrative Agent may have against such Defaulting Lender. (c) Subject to the last sentence of Section 2.10(b) and to Section 2.25, any reduction in the Total Revolving Credit Commitments hereunder shall be made ratably among the Revolving Credit Lenders in accordance with their respective Revolving Credit Commitments. Subject to the last sentence of Section 2.09(a), the Company shall pay to the Administrative Agent for the account of the Revolving Credit Lenders, on the date of each termination or reduction, the Commitment Fees on the amount of the Revolving Credit Commitments so terminated or reduced accrued to but not including the date of such termination or reduction. For the avoidance of doubt, Revolving Credit Commitment terminations may be applied to 2024 Non-Extended, solely with respect to permanent reductions of the 2026 Extended Revolving Commitments on a pro rata basis or, solely with respect to the permanent reductions of the 2024 Non-Extended2026 Extended Revolving Commitments, on a greater than pro rata basis in the sole discretion of the Borrower. (d) A Revolving Credit Commitment terminated or reduced under this Section 2.10 may not be reinstated. (e) [Reserved]. (f) On the fifth Business Day following the consummation of any Specified Disposition or Specified Distribution (or, if earlier, the date on which any prepayment of the Term Loans is made with respect to such Specified Disposition or Specified Distribution pursuant to Section 2.12(b) or Section 2.12(c), as applicable), the Total Revolving Credit Commitments shall be automatically and permanently reduced (without further action on the part of any Person) to the extent necessary to cause the Total Net Leverage Ratio, on a Pro Forma Basis recomputed as of the end of the most recently ended Test Period (and assuming for such purposes that the Total Revolving Credit Commitments were fully used and, for the avoidance of doubt, after giving effect to any prepayment of the Term Loans made substantially simultaneously in connection with such Specified Disposition or Specified Distribution pursuant to Section 2.12(b) or Section 2.12(c), as applicable) and any other prepayment, redemption, repurchase, defeasance or discharge of any Indebtedness made in connection with such Specified Disposition or Specified Distribution), to be not greater than 3.00:1.00. The amount of any required mandatory termination of Total Revolving Credit Commitments pursuant to this Section 2.12(f) shall be determined in good faith by the Company and set forth in a certificate signed by a Responsible Officer (which certificate shall set forth in reasonable detail the calculation of the amount of such mandatory reduction of the Total Revolving Credit Commitments) delivered to the Administrative Agent not later than 1:00 p.m. three the fifth Business Days prior Day following the occurrence of the Specified Disposition or Specified Distribution (or, if earlier, the date on which any prepayment of the Term Loans is made in connection with such Specified Disposition or Specified Distribution pursuant to Section 2.12(b) or Section 2.12(c), as applicable)), and the Administrative Agent shall give the Lenders prompt written notice of the amount of any such required mandatory reduction of the Total Revolving Credit Commitments. The provisions of Section 2.10(c) and 2.12(e) shall apply to any such mandatory reduction of the Total Revolving Credit Commitments. (g) Immediately following the consummation of the Permitted Clean Earth Distribution Transactions, (x) the Term B-3 Loans shall be automatically and permanently reduced (without further action on the part of any Person) to the date extent necessary to cause the Total Net Leverage Ratio, on a Pro Forma Basis recomputed as of termination or reduction the end of the most recently ended Test Period, to be not greater than 2.00:1.00 and (except that if no Loans are outstanding hereunder y) the Total Revolving Credit Commitments shall be automatically and no Letters permanently reduced (without further action on the part of Credit are issued and outstanding hereunder or the effectiveness any Person) to an amount equal to 100% of a new credit facility Consolidated EBITDA for the Borrower is conditioned most recently ended Test Period, calculated on the a Pro Forma Basis. The amount of any required mandatory prepayment of Term B-3 Loans and mandatory termination of Total Revolving Credit Commitments pursuant to this AgreementSection 2.10(g) shall be determined in good faith by the Company and set forth in a certificate signed by a Responsible Officer (which certificate shall set forth in reasonable detail the calculation of the amount of such mandatory prepayment of Term B-3 Loans and mandatory reduction of the Total Revolving Credit Commitments) delivered to the Administrative Agent, and the Administrative Agent shall give the Lenders prompt written notice of the amount of any notice terminating such required mandatory prepayment of Term B-3 Loans and mandatory reduction of the Aggregate Commitments may be received on the date Total Revolving Credit Commitments. The provisions of terminationSection 2.10(c) and Sections 2.12(e), (iig), (h) and (i) shall apply to any such partial reduction shall be in an aggregate amount mandatory prepayment of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, Term B-3 Loans and (iii) the 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; provided that the Borrower may terminate the Aggregate Commitments if all Loans have been paid in full, the Borrower has Cash Collateralized, or provided other support acceptable to the applicable L/C Issuer(s) for, all outstanding Letters of Credit, and there are no outstanding L/C Borrowings. The Administrative Agent will promptly notify the Lenders of any such notice of termination or mandatory reduction of the Aggregate Total Revolving Credit Commitments, as applicable. Any For the avoidance of doubt, any reduction of the Aggregate Total Revolving Credit Commitments shall be applied as follows: first, to reduce (and, if applicable, terminate in full) the 2024 Non-Extended2026 Extended Revolving Credit Commitments (to the Commitment of extent any such 2024 Non-Extended2026 Extended Revolving Commitments remain outstanding immediately prior to the Clean Earth Effective Date); and second, to reduce the 2024 Extended Revolving Credit Commitments on a pro rata basis among the Revolving Credit Lenders holding 2024 Extended Revolving Credit Commitments, in each Lender according case in accordance with their respective 2024 Extended Revolving Credit Commitments immediately prior to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such terminationClean Earth Effective Date.

Termination or Reduction of Commitments. (a) Unless previously terminated, the Commitments shall terminate on the Maturity Date. (b) The Borrower may, upon notice to the Administrative Agent, at any time terminate the Aggregate CommitmentsCommitments of any Class, or from time to time permanently reduce the Aggregate CommitmentsCommitments of any Class; provided that (i) the Borrower shall not terminate or reduce the Aggregate Revolving Commitments to an amount less than the Outstanding Amount of Revolving Loans after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.04, (ii) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. 12:00 noon three Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder or such shorter period agreed to by the Administrative Agent) and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination), (iiiii) any such partial reduction shall be in an aggregate amount of $5,000,000 the Borrowing Minimum or any whole multiple of $1,000,000 the Borrowing Multiple in excess thereof, and (iii) the Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments; provided that the Borrower may terminate the Aggregate Commitments if all Loans have been paid in full, the Borrower has Cash Collateralized, or provided other support acceptable to the applicable L/C Issuer(s) for, all outstanding Letters of Credit, and there are no outstanding L/C Borrowings. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate CommitmentsCommitments of any tranche. Any reduction of the Aggregate Commitments of any tranche shall be applied to ratably among the Commitment applicable Lenders in accordance with their Commitments of each Lender according to its Applicable Percentagethe applicable Class. All fees accrued with respect thereto until the effective date of any termination of the Aggregate Commitments of any Class shall be paid on the effective date of such termination. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments of any tranche may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked or extended by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied or the effectiveness of such other credit facilities is delayed. (c) The Borrower may terminate the unused amount of the Commitment of any Class of a Defaulting Lender upon not less than three Business Days’ prior notice to such Defaulting Lender and the Administrative Agent (which will promptly notify the other Lenders thereof) and the Commitments of such Class shall be reduced by such amount; provided that such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent or any Lender may have against such Defaulting Lender.

Termination or Reduction of Commitments. (a) The Borrower mayshall have the right, upon not less than three Business Days' notice to the Administrative Agent, to terminate the Aggregate U.S. Commitments, or or, from time to time permanently time, to reduce the Aggregate portion of the U.S. Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. three Business Days prior to the date of termination or reduction (except that if no of the U.S. Commitments below the amount of the U.S. Revolving Credit Loans are then outstanding hereunder and no Letters shall be accompanied by a concurrent prepayment of the U.S. Revolving Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments Loans which may be received made on a non-pro rata basis among the date of termination), (ii) any U.S. Lenders in the amount necessary to reduce such partial U.S. Revolving Credit Loans to an amount that does not exceed the US. Commitments as so reduced. Any such reduction shall be in an aggregate amount of equal to $5,000,000 10,000,000 or any whole a multiple of $1,000,000 in excess thereof, or the Dollar Equivalent thereof (or, if the U.S. Commitments are less than $10,000,000 or the Dollar Equivalent thereof, such lesser amount), and shall reduce permanently the U.S. Commitments then in effect. Termination and reduction of the U.S. Commitments may be made on a non-pro rata basis among the U.S. Lenders; provided that (iiix) the Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereundersuch termination or reduction, the percentage which any U.S. Lender's U.S. Commitment then constitutes of the Aggregate U.S. Commitments of all U.S. Lenders shall not be in excess of 15%, (y) no Default or an Event of Default should have occurred and be continuing and (z) the Aggregate Total Outstandings would outstanding shall not exceed the Aggregate amount of the reduced amount of the U.S. Commitments. (b) The Borrower shall have the right, upon not less than three Business Days' notice to the Administrative Agent, to terminate the Multicurrency Commitments, or, from time to time, to reduce the portion of the Multicurrency Commitments; provided that the Borrower may terminate the Aggregate Commitments if all Loans have been paid in full, the Borrower has Cash Collateralized, or provided other support acceptable to the applicable L/C Issuer(s) for, all outstanding Letters of Credit, and there are no outstanding L/C Borrowings. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate CommitmentsMulticurrency Commitments below the amount of the Multicurrency Loans then outstanding shall be accompanied by a concurrent prepayment of the Multicurrency Loans which may be made on a non-pro rata basis among the Multicurrency Lenders in the amount necessary to reduce such Multicurrency Loans to an amount that does not exceed the Multicurrency Commitments as so reduced. Any such reduction shall be in an amount equal to $10,000,000 or a multiple of $1,000,000 in excess thereof, or the Dollar Equivalent thereof (or, if the Multicurrency Commitments are less than $10,000,000 or the Dollar Equivalent thereof, such lesser amount), and shall reduce permanently the Multicurrency Commitments then in effect. Termination and reduction of the Aggregate Multicurrency Commitments may be made on a non-pro rata basis among the Multicurrency Lenders; provided that (x) after giving effect to such termination or reduction, no Multicurrency Lender shall have a Multicurrency Commitment Percentage in excess of 15%, (y) no Default or an Event of Default shall have occurred and be applied to continuing and (z) the Commitment of each Lender according to its Applicable Percentage. All fees accrued until Multicurrency Loans outstanding shall not exceed the effective date of any termination amount of the Aggregate Commitments shall be paid on reduced amount of the effective date of such terminationMulticurrency Commitments.

Termination or Reduction of Commitments. The Borrower may, upon (a) Upon at least two (2) Business Days’ prior written notice to the Administrative Agent, terminate the Aggregate CommitmentsLead Borrower may, at any time, in whole permanently terminate, or from time to time in part permanently reduce reduce, the Aggregate Commitments; provided that (i) any . Each such notice shall be received by the Administrative Agent not later than 1:00 p.m. three Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination), (ii) any such partial reduction shall be in an aggregate the principal amount of $5,000,000 or any whole integral multiple thereof. Each such reduction or termination shall (i) be applied ratably to the Commitments of $1,000,000 in excess thereofeach Lender and (ii) be irrevocable at the effective time of any such termination or reduction. 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 earned and unpaid fees under the Fee Letter and all Unused Fees and Extended Term Unused Fees accrued on the Commitments so terminated, and (iii) at the Borrower shall not terminate effective time of any such reduction or reduce termination, any amount by which the Aggregate Credit Extensions to the Borrowers outstanding on such date exceed the amount to which the Commitments ifare to be reduced effective on such date. (b) Upon the Effective Date, after giving effect thereto notwithstanding anything to the contrary contained in Section 2.15 of the Existing Credit Agreement, (i) the Tranche A-1 Commitments under, and to any concurrent prepayments hereunderas defined in, the Total Outstandings would exceed the Aggregate Commitments; provided that the Borrower may terminate the Aggregate Commitments if all Loans have been paid Existing Credit Agreement shall be terminated in full, and the Borrower has Cash CollateralizedBorrowers shall pay, or provided other support acceptable to the applicable L/C Issuer(s) forin full and in cash, all outstanding Letters of CreditTranche A-1 Loans (as defined in the Existing Credit Agreement), all accrued and unpaid interest thereon, and there are no all Unused Fees accrued on the Tranche A-1 Commitments, and (ii) the Tranche A Commitments under, and as defined in, the Existing Credit Agreement shall be permanently reduced to $721,000,000 on a non-ratable basis as set forth on Schedule 1.1 hereof, and the Borrowers shall pay, in full and in cash, outstanding L/C Borrowings. The Administrative Agent will promptly notify Tranche A Loans (as defined in the Lenders of any Existing Credit Agreement) in an amount necessary to reflect such notice of termination or reduction of the Aggregate Tranche A Commitments. Any reduction , together with all accrued and unpaid interest thereon, and all Unused Fees accrued on the amount of the Aggregate Tranche A Commitments so reduced. (c) Upon the Existing Termination Date, the Commitments of the Non-Extending Lenders shall be terminated in full, and the Borrowers shall pay, in full and in cash, all outstanding Loans and all other outstanding Obligations then owing by them to the Non-Extending Lenders; provided that, if any Default or Event of Default is continuing, any payments made on account of outstanding Obligations owed to the Non-Extending Lenders shall be applied as set forth in Section 7.03 hereof (and not solely to the Non-Extending Lenders). (d) Upon the Extended Term Termination Date, the Commitments of the Extending Lenders and the credit facility provided hereunder shall be terminated in full and the Borrowers shall pay, in full and in cash, all outstanding Revolving Credit Loans and all other outstanding Obligations then owing by them to the Extending Lenders. (e) In addition to the Borrowers’ rights under Section 2.16(a), at any time after April 15, 2010, the Commitment of each Lender according to its Applicable Percentage. All fees accrued until any applicable Non-Extending Lenders shall be automatically terminated upon the effective date of any termination repayment of the Aggregate Commitments shall be paid on Obligations owed to such Non-Extending Lender in accordance with the effective date provisions of such terminationSection 2.16(b) hereof.

Termination or Reduction of Commitments. (a) The Borrower mayshall have the right, upon not less than three Business Days’ written notice to the Administrative Agent, to terminate the Aggregate CommitmentsRevolving Credit Commitments or, or from time to time permanently time, to reduce the Aggregate aggregate amount of the Revolving Credit Commitments; provided provided, that (i) any no such notice shall be received by the Administrative Agent not later than 1:00 p.m. three Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Revolving Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination), (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrower shall not terminate or reduce the Aggregate Commitments permitted if, after giving effect thereto and to any concurrent prepayments hereunderof the Revolving Credit Loans and Swing Line Loans made on the effective date thereof, the Total Outstandings Revolving Extensions of Credit would exceed the Aggregate Total Revolving Credit Commitments. Any such reduction shall be in an amount equal to $500,000, or a whole multiple of $50,000 in excess thereof, and shall reduce permanently the Revolving Credit Commitments then in effect. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided provided, that a notice of termination of the Revolving Credit Commitments delivered by the Borrower may terminate state that such notice is conditioned upon the Aggregate Commitments if all Loans have been paid effectiveness of other credit facilities, in full, which case such notice may be revoked by the Borrower has Cash Collateralized, or provided other support acceptable (by notice to the applicable L/C Issuer(s) for, all outstanding Letters of Credit, and there are no outstanding L/C Borrowings. The Administrative Agent will promptly notify on or prior to the Lenders specified effective date) if such condition in not satisfied. (b) The Revolving Loan Commitment shall automatically reduce by the amount of any Net Cash Proceeds applied to repay Revolving Credit Loans under Section 2.19(a)(iii) and shall be reduced to zero at 12:00 Noon California Time on the Final Maturity Date. Once reduced the Revolving Loan Commitment may not be increased. Each such notice of termination or reduction of the Aggregate Commitments. Any reduction of Revolving Loan Commitment shall reduce the Aggregate Commitments shall be applied to the Revolving Loan Commitment of each Lender according proportionately in accordance with its Pro Rata Share thereof. (c) The Term Loan B Commitment shall automatically reduce by the amount of each Term Loan B made in accordance with Section 2.1 and shall be reduced to its Applicable Percentagezero at 12:00 Noon California Time on the Final Maturity Date. All fees accrued until Once reduced the effective date of any termination Term Loan B Commitments may not be increased. Each such reduction of the Aggregate Commitments Total Term Loan B Commitment shall be paid on reduce the effective date Term Loan B Commitment of such terminationeach Lender proportionately in accordance with its Pro Rata Share thereof.

Termination or Reduction of Commitments. (a) The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. three 11:00 a.m. five Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination)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 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; provided that the Borrower may terminate , and (iv) if, after giving effect to any reduction of the Aggregate Commitments if all Loans have been paid in fullCommitments, the Borrower has Cash CollateralizedLetter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, or provided other support acceptable to such Sublimit shall be automatically reduced by the applicable L/C Issuer(s) for, all outstanding Letters amount of Credit, and there are no outstanding L/C Borrowingssuch excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination. (b) In the event the Borrower shall be required to use the Net Proceeds from the transfer of assets to repay Senior Indebtedness as provided in Section 7.05 and such Net Proceeds are applied to prepay Outstanding Amounts, the Aggregate Commitments shall be permanently reduced by the amount of such Net Proceeds paid to the Lenders and so applied. In the event such Net Proceeds are used to repay outstanding commercial paper of the Borrower or any Subsidiary, the Aggregate Commitments shall be permanently reduced by the principal amount of commercial paper so paid.

Termination or Reduction of Commitments. (a) The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. New York time three (3) Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination), (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple 500,000 and in increments of $1,000,000 200,000 in excess thereof, and (iii) the Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments; provided that the Borrower may terminate the Aggregate Commitments if all Loans have been paid in full, the Borrower has Cash Collateralized, or provided other support acceptable to the applicable L/C Issuer(s) for, all outstanding Letters of Credit, and there are no outstanding L/C Borrowings. The Administrative Agent will promptly notify the applicable Lenders of any such notice of termination or reduction of any of the Aggregate Commitments. Any reduction of the Aggregate Term Loan Commitments, the Capital Expenditure Loan Commitments and the Revolving Loan Commitments shall be applied to made ratably among the Commitment of each Lender according to its Applicable PercentageTerm Loan Lenders, the Capital Expenditure Loan Lenders and the Revolving Loan Lenders, as the case may be, in accordance with their respective Commitments. All commitment fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination. (b) The Term Loan Commitments shall automatically terminate on the Term Loan Commitment Termination Date. (c) The Capital Expenditure Loan Commitments shall automatically terminate on the Capital Expenditure Loan Commitment Termination Date. (d) The Revolving Loan Commitments shall automatically terminate on the Revolving Loan Commitment Termination Date. (e) Any termination or reduction of any of the Commitments shall be permanent. (f) The Revolving Loan Commitments shall automatically be reduced by the amount of any LC Reduction.

Termination or Reduction of Commitments. The Borrower Borrowers --------------------------------------- may, upon at least three Business Days' notice to the Administrative Agent, (i) terminate the Aggregate CommitmentsCommitments at any time, if no Lender has any Outstanding Tranche A Amount or Outstanding Tranche B Amount, respectively, after such termination, or (ii) ratably reduce the Tranche A Commitments or Tranche B Commitments from time to time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. three Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination), (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole larger multiple of $1,000,000 in excess thereof, and (iii) the Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments1,000,000; provided that the Borrower may terminate the Aggregate Commitments if all Loans have been paid in fullimmediately after such reduction no Lender's Outstanding Tranche A Amount or Outstanding Tranche B Amount shall exceed its Tranche A Commitment or Tranche B Commitment, respectively, as so reduced. Unless previously terminated, the Borrower has Cash Collateralized, Commitments shall terminate in their entirety on the Commitment Termination Date. Once reduced or provided other support acceptable terminated the Commitments may not be reinstated. The Borrowers' notice to the applicable L/C Issuer(sAdministrative Agent shall designate the date (which shall be a Business Day) forof such termination or reduction, all outstanding Letters of Creditwhether the Tranche A Commitments or the Tranche B Commitments are to be terminated or reduced, and there are no outstanding L/C Borrowings. The Administrative Agent will promptly notify the Lenders amount of any partial reduction of the Tranche A Commitments or the Tranche B Commitments, and such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Tranche A Commitments or Tranche B Commitments shall be effective on the date specified in the Borrowers' notice and shall be applied ratably to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until Tranche A Commitments or Tranche B Commitments (as specified by the effective date of any termination Borrowers in such notice), respectively, of the Aggregate Commitments shall be paid on the effective date of such terminationseveral Lenders.

Termination or Reduction of Commitments. (a) The Borrower may, upon at least three Domestic Business Days' notice to the Administrative Agent, (i) terminate the Aggregate CommitmentsCommitments at any time, if no Loans are outstanding at such time, or (ii) ratably reduce from time to time by an aggregate amount of $25,000,000 or any larger multiple of $5,000,000, the aggregate amount of the Commitments in excess of the aggregate outstanding principal amount of the Loans. Promptly after receiving a notice pursuant to this subsection, the Administrative Agent shall notify each Bank of the contents thereof. (b) Unless previously terminated, the Commitments shall terminate in their entirety on the Termination Date. (c) The Commitments shall be ratably reduced automatically in the event that the Borrower or any of its Subsidiaries shall at any time, or from time to time permanently reduce time, after the Aggregate Commitments; provided that (i) date hereof receive any such notice shall be received Net Cash Proceeds of any Reduction Event, by the Administrative Agent not later than 1:00 p.m. three Business Days prior an amount equal to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination), (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole largest multiple of $1,000,000 in excess thereof, and (iii) the Borrower shall which does 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 Commitmentsamount of such Net Cash Proceeds; provided that any such reduction made pursuant to this subsection (c) shall not exceed such amount (if any) as shall be necessary so that the aggregate amount of the Commitments, as so reduced, is $200,000,000. The reductions in the Commitments required by this subsection shall be effective on the fifth Euro-Dollar Business Day following receipt by the Borrower or any of its Subsidiaries, as the case may terminate be, of such Net Cash Proceeds; provided that (i) if the Aggregate Commitments if amount of the Net Cash Proceeds in respect of any Reduction Event is less than $5,000,000, such reduction shall be effective upon receipt of proceeds such that, together with all Loans have been paid in fullother such amounts received and not previously applied, the Borrower has amount of such Net Cash Collateralized, or provided other support acceptable Proceeds is equal to at least $5,000,000; and (ii) if and to the applicable L/C Issuer(s) for, all outstanding Letters of Credit, and there are no outstanding L/C Borrowings. The Administrative Agent will promptly notify extent such reduction would otherwise reduce the Lenders of any such notice of termination or reduction aggregate amount of the Aggregate CommitmentsCommitments to an amount less than the related Dedicated Amount. Any such reduction of the Aggregate Commitments shall be applied deferred so as to become effective simultaneously with reductions in the Commitment Dedicated Amount. For purposes of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination.this clause (ii):

Termination or Reduction of Commitments. (a) Unless previously terminated pursuant to Sections 2.07(b) or (c) or Section 7.02, the Commitment will automatically terminate on the Commitment Termination Date. (b) On the date that is five days after the beginning of each month, the Commitment shall permanently and automatically decrease by an amount equal to 50% of the Retained Cash Flow for the prior month. (c) The Borrower may, upon notice to the Administrative AgentLender, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall be received by the Administrative Agent Lender not later than 1:00 p.m. 12:00 noon three (3) Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or such shorter period as the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments Lender may be received on the date of terminationreasonably 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 Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Aggregate Commitments; provided that . Each notice of termination shall specify such election to terminate and the Borrower may terminate the Aggregate Commitments if all Loans have been paid in full, the Borrower has Cash Collateralized, or provided other support acceptable to the applicable L/C Issuer(s) for, all outstanding Letters of Credit, and there are no outstanding L/C Borrowingseffective date thereof. The Administrative Agent Lender will promptly notify the Lenders Lender of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination. A notice delivered by the Borrower pursuant to this Section 2.07 may state that such notice is conditioned upon an event, such as the effectiveness of other credit facilities or the receipt of proceeds from the issuance of Capital Stock or other Indebtedness or the receipt of proceeds from a disposition, in which case such notice may be revoked by the Borrower (by notice to the Lender on or prior to the specified effective date) if such condition is not satisfied.

Termination or Reduction of Commitments. The Borrower mayshall have the right, upon notice delivered to the Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall be received by the Administrative Agent not no later than 1:00 p.m. P.M., New York City time, at least three Business Days prior to the proposed date of termination or reduction (except or at least one Business Day in the case of a termination of the Original Revolving Commitments), to terminate the Revolving Commitments or, from time to time, to reduce the amount of the Revolving Commitments; provided that if no such termination or reduction shall be permitted if, after giving effect thereto and to any prepayments of the Revolving Loans are outstanding hereunder and no Letters or Swingline Loans made on the effective date thereof, the Revolving Extensions of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination), (ii) any Revolving Lender would exceed such partial Revolving Lender’s Revolving Commitment. Any such reduction shall be in an aggregate amount of equal to $5,000,000 10,000,000, or any a whole multiple of $1,000,000 in excess thereof, shall reduce permanently the Revolving Commitments then in effect and (iii) the 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; provided that the Borrower may terminate the Aggregate Commitments if all Loans have been paid in full, the Borrower has Cash Collateralized, or provided other support acceptable to the applicable L/C Issuer(s) for, all outstanding Letters of Credit, and there are no outstanding L/C Borrowings. 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 reduce the Commitment Revolving Commitments of the Revolving Lenders as the Borrower may designate, but in any event, in the case of Revolving Commitments with the same Revolving Termination Date, on a pro rata basis among such Revolving Commitments based on the respective amount of such Revolving Commitments of each Lender according Revolving Lender. Each notice delivered by the Borrower pursuant to its Applicable Percentagethis Section shall be irrevocable, provided that such notice may state that it is conditioned upon the effectiveness of other credit facilities (including under this Agreement) or incurrence of other Indebtedness, the consummation of a particular Disposition, the occurrence of a change of control or other event), in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. All fees accrued until For the effective date avoidance of any termination of the Aggregate doubt, all Original Revolving Commitments shall be paid terminate on the effective date of such terminationAmendment No. 2 Effective Date.

Termination or Reduction of Commitments. The (a) On the date on which each Term Loan shall be made to Borrower, the Aggregate Term Commitments shall be automatically and permanently reduced on such date by an amount equal to the aggregate original principal amount of such Term Loan. Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Term Commitments, or from time to time permanently reduce the Aggregate Term Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. three 11:00 a.m. five Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination)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, and (iii) the Borrower shall not terminate or reduce the Aggregate Term Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Term Loan Outstandings would exceed the Aggregate Term Commitments; provided that the Borrower may terminate the Aggregate Commitments if all Loans have been paid in full, the Borrower has Cash Collateralized, or provided other support acceptable to the applicable L/C Issuer(s) for, all outstanding Letters of Credit, and there are no outstanding L/C Borrowings. The Administrative Agent will promptly notify the Term Lenders of any such notice of termination or reduction of the Aggregate Term Commitments. Any reduction of the Aggregate Term Commitments shall be applied to the Commitment of each Term Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Term Commitments shall be paid on the effective date of such termination. (b) Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Revolving Commitments, or from time to time permanently reduce the Aggregate Revolving Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $500,000 or any whole multiple of $100,000 in excess thereof, (iii) Borrower shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Loan Outstandings would exceed the Aggregate Revolving Commitments, and (iv) if, after giving effect to any reduction of the Aggregate Revolving Commitments, the Letter of Credit Sublimit exceeds the amount of the Aggregate Revolving Commitments, such Letter of Credit Sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Revolving Lenders of any such notice of termination or reduction of the Aggregate Revolving Commitments. Any reduction of the Aggregate Revolving Commitments shall be applied to the Commitment of each Revolving Lender according to its Applicable 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 termination.

Termination or Reduction of Commitments. (a) Unless previously terminated (i) each Lender’s Commitment shall automatically reduce by the amount of each Loan made by such Lender, such reduction to be effective immediately following the making of such Loan by such Lender and (ii) each lender’s Commitments shall terminate on the earliest of (A) the funding of the Loans on the Funding Date in accordance with Section 2.01, (B) the Termination Date (as defined in the Kohler Acquisition Agreement as in effect on the date hereof), (C) the closing of the Kohler Acquisition without the funding of the Loans, (D) the date that the Kohler Acquisition Agreement is terminated by the Borrower or its Affiliates or expires and (E) the public announcement by the Borrower or its Affiliates of the abandonment of the Kohler Acquisition. The Borrower will promptly deliver written notice to the Administrative Agent upon any reduction or termination of commitments pursuant to this Section 2.06(a) (other than any termination pursuant to clauses (a)(i) or (a)(ii)(A)). (b) The Borrower may, upon written notice to the Administrative Agent, terminate the Aggregate CommitmentsCommitments of any Tranche, or from time to time permanently reduce the Aggregate CommitmentsCommitments of any Tranche; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. three Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination), (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof; provided further that such notice may state that such notice is conditioned upon the effectiveness of other credit facilities, and (iii) in which case such notice may be revoked by the 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; provided that the Borrower may terminate the Aggregate Commitments if all Loans have been paid in full, the Borrower has Cash Collateralized, or provided other support acceptable (by notice to the applicable L/C Issuer(sAdministrative Agent on or prior to the specified prepayment date) for, all outstanding Letters of Credit, and there are no outstanding L/C Borrowingsif such condition is not satisfied. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments of any Tranche shall be applied to the Commitment of each Lender of such Tranche according to its Applicable PercentagePro 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.

Termination or Reduction of Commitments. The (a) Subject to Section 3.1, the Borrower mayshall have the right, upon not less than three Business Days’ notice to the Administrative Agent, to terminate the Aggregate CommitmentsCommitments or, or from time to time permanently time, to reduce the Aggregate amount of the Commitments; provided that (i) any no such notice shall be received by the Administrative Agent not later than 1:00 p.m. three Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination), (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrower 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 Extensions of Credit would exceed the Aggregate Total Commitments; provided further that a notice of termination of the Commitments delivered by the Borrower may terminate state that such notice is conditioned upon the Aggregate Commitments if all Loans have been paid effectiveness of other credit facilities or other debt instruments, in full, which case such notice may be revoked by the Borrower has Cash Collateralized, or provided other support acceptable (by written notice to the applicable L/C Issuer(s) for, all outstanding Letters of Credit, and there are no outstanding L/C Borrowings. The Administrative Agent will promptly notify on or prior to the Lenders specified effective date) if such condition is not satisfied; provided further that all such reductions of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied made ratably among the Lenders. Any such reduction shall be in an amount equal to $1,000,000, or a whole multiple thereof (or such lesser amount as may equal the remaining amount of the Commitments) and shall reduce permanently the Commitments to which such reduction is so allocated. (b) As of the Amendment and Restatement Effective Date (i) the Commitment of each Revolving Lender according to its Applicable Percentage. All fees accrued shall be reduced on a pro rata basis until the effective date of any termination Total Commitments of the Aggregate Revolving Lenders as of such date equals $100,000,000 and (ii) the Term Loan Commitments shall be paid terminate upon the funding of the Term Loans pursuant to Section 2 of the Amendment Agreement. (c) Unless previously terminated, the Commitments shall terminate on the effective date of such terminationTermination Date.

Termination or Reduction of Commitments. (a) The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. three 11:00 a.m. five Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination)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 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, 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 Sublimit shall be automatically reduced by the amount of such excess. The amount of any such Aggregate Commitment reduction under this clause (a) shall not be applied to the Letter of Credit Sublimit unless otherwise specified by the Borrower. (b) In the event and on each occasion that, prior to the termination of the Commitments in accordance with Section 2.06(a) or (c), any Net Proceeds are received by or on behalf of the Borrower or any of its Subsidiaries in respect of any Commitment Reduction/Prepayment Event, (i) the Borrower shall, within seven Business Days following the day of such receipt, deliver to the Administrative Agent a notice thereof setting forth the nature of such Commitment Reduction/Prepayment Event and the amount of such Net Proceeds (together with a reasonably detailed calculation thereof), and (ii) the Commitments will be automatically and permanently reduced ratably by the amount of such Net Proceeds (or, if less, by the aggregate amount of the Commitments then in effect), such reduction to be effective on the day on which such Net Proceeds are received; provided provided, that in the case of any Commitment Reduction/Prepayment Event described in clause (c) of the definition of such term, (x) (A) no proceeds realized in a single transaction or series of related transactions shall constitute Net Proceeds unless such proceeds shall exceed $50,000,000 and (B) no proceeds shall constitute Net Proceeds until the aggregate amount of all such proceeds since the Closing Date shall exceed $100,000,000, and (y) if the Borrower shall, in such notice to the Administrative Agent, state that the Borrower may terminate intends to cause the Net Proceeds from such Commitment Reduction/Prepayment Event (or a portion thereof specified in such notice) to be applied, or committed to be applied, within 180 days after receipt of such Net Proceeds to acquire, construct, improve, upgrade or repair assets (other than cash or cash equivalents) to be used in the business of the Borrower and its Subsidiaries, or to consummate any business acquisition by the Borrower or any of its Subsidiaries, then the amount of the reduction of the Commitments under this Section 2.06(b) on account of such Commitment Reduction/Prepayment Event shall be reduced by the amount of the Net Proceeds specified by the Borrower in such notice as intended to be so reinvested. (c) The Aggregate Commitments if all Loans have been paid in full, shall automatically terminate on the Borrower has Cash Collateralized, or provided other support acceptable to the applicable L/C Issuer(sMaturity Date. (d) for, all outstanding Letters of Credit, and there are no outstanding L/C Borrowings. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction (or any notice of any termination or reduction) of the Aggregate CommitmentsCommitments under this Section 2.06 (other than pursuant to clause (c)). Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. The Borrower BorrowerCompany may, upon notice to the Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 2:00 p.m. three Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower BorrowerBorrowers is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination), (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrower BorrowerCompany 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; provided that the Borrower BorrowerCompany may terminate the Aggregate Commitments if all Loans have been paid in full, the Borrower BorrowerCompany has Cash Collateralized, or provided other support acceptable to the applicable L/C Issuer(s) for, all outstanding Letters of Credit, and there are no outstanding L/C BorrowingsBorrowings and (iv) if, after giving effect to any reduction of the Aggregate Commitments, the Canadian Dollar Sublimit and/or the Canadian Borrower Sublimit exceeds the amount of the Aggregate Commitments, such Canadian Dollar Sublimit and/or Canadian Borrower Sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) The Borrower mayInitial Term Loan Commitments and the Initial Revolving Credit Commitments shall automatically terminate upon the Commitment Termination Date and any Incremental Loan Commitments, Refinancing Commitments, Extended Revolving Credit Commitments or Commitments with respect to Extended Term Loans shall terminate as provided in the related Incremental Loan Assumption Agreement, Refinancing Amendment or Extension Amendment, as applicable. The 2024 Incremental Term Loan Commitment shall automatically terminate upon the funding of the 2024 Incremental Term Loan on the 2024 Incremental Effective Date. The 2025 Refinancing Term Loan Commitments shall automatically terminate upon the funding of the 2025 Refinancing Term Loans on the Refinancing Amendment Effective Date. The Revolving Credit Commitment of each Revolving Credit Lender shall automatically terminate on the Maturity Date for the applicable Class of Revolving Credit Commitments; provided that (x) the foregoing shall not release any Revolving Credit Lender from any liability it may have for its failure to fund Revolving Credit Loans, L/C Advances or participations in Swing Line Loans that were required to be funded by it on or prior to such Maturity Date and (y) the foregoing will not release any Revolving Credit Lender from any obligation to fund its portion of L/C Advances or participations in Swing Line Loans with respect to Letters of Credit issued or Swing Line Loans made prior to such Maturity Date. (b) Upon at least three Business Days’ prior written or fax notice to the Administrative Agent, terminate the Aggregate CommitmentsBorrower may at any time in whole permanently terminate, or from time to time in part permanently reduce reduce, the Aggregate Commitmentsunused Commitments of any Class; provided provided, however, that (i) any such notice each partial reduction of Commitments shall be received in an integral multiple of $1,000,000 and in a minimum amount of $5,000,000 (or in such lower minimum amounts or multiples as agreed to by the Administrative Agent not later than 1:00 p.m. three Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder in its reasonable discretion) and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination), (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunderreduction of Revolving Credit Commitments, the Total Outstandings would exceed Letter of Credit Sublimit or the Aggregate Swing Line Sublimit exceeds the amount of the Participating Revolving Credit Commitments; , such sublimit shall be automatically reduced by the amount of such excess. Except as provided that in the Borrower may terminate the Aggregate Commitments if all Loans have been paid in fullimmediately preceding sentence, the Borrower has Cash Collateralized, or provided other support acceptable amount of any such Revolving Credit Commitment reduction shall not be applied to the applicable L/C Issuer(s) for, all outstanding Letters Letter of Credit, and there are no outstanding L/C BorrowingsCredit Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrower. The Administrative Agent will promptly notify the Lenders of any Any such notice of termination or reduction pursuant to this Section 2.09(b) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the Aggregate Commitments. Any effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower or the Borrower may delay the date of prepayment identified therein to a later date reasonably acceptable to the Administrative Agent (in each case by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied or the satisfaction of such condition is delayed. (c) Upon any reduction of the Aggregate unused Commitments shall be applied to of any Class, the Commitment of each Lender according to its Applicable Percentageof such Class, and, other than a termination of such Commitment in full, the 2025 Revolving Credit Commitments and the 2027 Revolving Credit Commitments, shall be reduced on a pro rata basis (determined on the basis of the aggregate Commitments under such Class) (other than the termination of the Commitment of any Lender as provided in Section 2.21). All Any commitment fees accrued until the effective date of any termination of the Aggregate Revolving Credit Commitments shall be paid on the effective date of such termination. (d) On the 2025 Revolving Facility Maturity Date with respect to the 2025 Revolving Credit Commitments, any L/C Advances or any participations in Swing Line Loans shall be deemed to be outstanding with respect to (and reallocated under) the 2027 Revolving Credit Commitments and the Pro Rata Shares of the Revolving Credit Lenders shall be determined to give effect to the termination of the 2025 Revolving Credit Commitments (in each case, so long as after giving effect to such reallocation, the Revolving Credit Exposure of each 2027 Revolving Credit Lender does not exceed such ▇▇▇▇▇▇’s 2027 Revolving Credit Commitment). On and after the 2025 Revolving Facility Maturity Date, the 2027 Revolving Credit Lenders will be required, in accordance with their Pro Rata Shares to fund L/C Advances pursuant to Section 2.26(c) in respect of Unreimbursed Amounts, in each case, arising on or after such date, regardless of whether any Default existed on the 2025 Revolving Facility Maturity Date; provided that the Revolving Credit Exposure of each 2027 Revolving Credit Lender does not exceed such 2027 Revolving Credit Lender’s Revolving Credit Commitment.

Termination or Reduction of Commitments. (a) The Initial Term Loan Commitments shall be automatically and permanently terminated at 5:00 p.m., New York City time, on the Closing Date. The Delayed Term Loan Commitments shall be automatically and permanently terminated at 5:00 p.m., New York City time, on the Delayed Termination Date. (b) Notwithstanding any other provision of this Agreement, each Revolving Credit Lender's Revolving Credit Commitment shall automatically be permanently reduced on September 30 of each calendar year (except with respect to 2006, during which there will be one reduction on Revolving Credit Termination Date in an amount equal to the lesser of the amount set forth below opposite the year 2006 and the Revolving Credit Commitments in effect at such time) by the product of (x) the amount set forth opposite such calendar year and (y) such Lender's Revolving Credit Percentage: Year Amount ---- ------ 2001 $ 2,000,000 2002 $ 2,000,000 2003 $ 4,000,000 2004 $ 4,000,000 2005 $ 8,000,000 2006 $20,000,000 If at the time of any mandatory reduction of the Revolving Credit Commitments pursuant to this subsection 2.7(b), the aggregate principal amount of the Revolving Credit Loans, Swingline Loans and Letters of Credit then outstanding exceeds the Revolving Credit Commitments as so reduced on such date, the Borrower shall on such date prepay the Revolving Credit Loans and Swingline Lines (and to the extent necessary cash collateralize any outstanding Letters of Credit) in the amount of such excess, together with accrued interest thereon to the date of payment. (c) The Borrower mayshall have the right, upon not less than three Business Days' notice to the Administrative Agent, to terminate the Aggregate CommitmentsRevolving Credit Commitments or the Delayed Term Loan Commitments or, or from time to time permanently time, to reduce the Aggregate amount of the Revolving Credit Commitments or the Delayed Term Loan Commitments; , provided that (i) any no such notice shall be received by the Administrative Agent not later than 1:00 p.m. three Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of with respect to Revolving Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination), (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrower shall not terminate or reduce the Aggregate Commitments permitted if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments; provided that the Borrower may terminate the Aggregate Commitments if all Loans have been paid in full, the Borrower has Cash Collateralized, or provided other support acceptable to the applicable L/C Issuer(s) for, all outstanding Letters of Credit, and there are no outstanding L/C Borrowings. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of Swingline Loans and the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid Revolving Credit Loans made on the effective date thereof, the Total Revolving Extensions of such terminationCredit would exceed the Revolving Credit Commitments then in effect. Any reduction pursuant to this subsection 2.7(c) shall be in an amount equal to $1,000,000, or a whole multiple of $500,000 in excess thereof, and shall reduce permanently the Revolving Credit Commitments or the Delayed Term Loan Commitments, as applicable, then in effect. Upon receipt of any notice pursuant to this subsection 2.7(c), the Administrative Agent shall promptly notify each Committed Term Loan Lender or each Revolving Credit Lender and the Swingline Lender, as applicable, of the contents thereof).

Termination or Reduction of Commitments. (a) The Borrower mayshall have the right, upon not less than 15 Business Days' notice to the Administrative Agent, (i) to terminate entirely all of the Aggregate Commitments, Commitments or (ii) from time to time permanently to reduce the Aggregate Commitments; Committed Amount of each of the Senior Facility Lenders, so long as the Completion Guarantee remains in full force and effect and there is no material breach thereunder which has occurred and is Continuing. Any such reduction shall (x) reduce permanently the Aggregate Committed Amount of each of the Senior Facility Lenders and (y) be required to be made pro rata among the Senior Facility Lenders in accordance with their respective Commitment Percentages. The Borrower shall have the right, at its discretion, to allocate the reduction to the Aggregate Committed Amount of the Commercial Banks between their respective Base Committed Amounts and Stand-By Committed Amounts, provided that (i) the same allocation shall be made for each Commercial Bank. Upon any such notice shall be received by the Administrative Agent not later than 1:00 p.m. three Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating in the Aggregate Commitments may be received on Committed Amount of the date of termination)Senior Facility Lenders, (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 Borrower shall promptly provide to the Senior Facility Lenders a funding plan which shall show in the Borrower's good faith judgment that it has sufficient resources to pay for the remainder of construction costs for the Sulfide Project, provided, that such funding plan shall be provided for informational purposes only and shall not bind, constitute a condition precedent, or otherwise limit the Borrower's discretion to terminate the Commitments or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments; provided that the Borrower may terminate the Aggregate Commitments if all Loans have been paid in full, the Borrower has Cash Collateralized, or provided other support acceptable to the applicable L/C Issuer(s) for, all outstanding Letters of Credit, and there are no outstanding L/C Borrowings. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction Committed Amount of the Aggregate Commitments. Any reduction of Senior Facility Lenders in any way. (b) On the Aggregate Commitments shall be applied to Availability Period End Date, the Commitment of each the Senior Facility Lenders shall terminate and thereafter no Senior Facility Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such terminationrequired to make any further Advances.

Termination or Reduction of Commitments. (a) The Borrower mayInitial Term Loan Commitments and the Initial Revolving Credit Commitments shall automatically terminate upon the Commitment Termination Date and any Incremental Loan Commitments shall terminate as provided in the related Incremental Assumption Agreement. The Revolving Credit Commitment of each Revolving Credit Lender shall automatically terminate on the Maturity Date for the applicable Class of Revolving Credit Commitments; provided that (x) the foregoing shall not release any Revolving Credit Lender from any liability it may have for its failure to fund Revolving Credit Loans, upon L/C Advances or participations in Swing Line Loans that were required to be funded by it on or prior to such Maturity Date and (y) the foregoing will not release any Revolving Credit Lender from any obligation to fund its portion of L/C Advances or participations in Swing Line Loans with respect to Letters of Credit issued or Swing Line Loans made prior to such Maturity Date. (b) Upon at least three Business Days’ prior written or fax notice to the Administrative Agent, terminate the Aggregate CommitmentsBorrower may at any time in whole permanently terminate, or from time to time in part permanently reduce reduce, the Aggregate Commitments; provided provided, however, that (i) any such notice each partial reduction of the Commitments shall be received in an integral multiple of $1,000,000 and in a minimum amount of $5,000,000 (or in such lower minimum amounts or multiples as agreed to by the Administrative Agent not later than 1:00 p.m. three Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder in its reasonable discretion) and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination), (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunderreduction of the Commitments, the Total Outstandings would exceed Letter of Credit Sublimit or the Aggregate Swing Line Sublimit exceeds the amount of the Participating Revolving Credit Commitments; , such sublimit shall be automatically reduced by the amount of such excess. Except as provided that in the Borrower may terminate the Aggregate Commitments if all Loans have been paid in fullimmediately preceding sentence, the Borrower has Cash Collateralized, or provided other support acceptable amount of any such Revolving Credit Commitment reduction shall not be applied to the applicable L/C Issuer(s) for, all outstanding Letters Letter of Credit, and there are no outstanding L/C BorrowingsCredit Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrower. The Administrative Agent will promptly notify the Lenders of any Any such notice of termination or reduction pursuant to this Section 2.09(b) may state that it is conditioned upon the occurrence or nonoccurrence of any event specified therein (including the Aggregate Commitments. Any effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. (c) Each reduction of in the Aggregate Commitments hereunder shall be applied to made ratably among the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such terminationLenders in accordance with their respective applicable Commitments.

Termination or Reduction of Commitments. The Borrower may, at its discretion on any date, upon written notice to the Administrative AgentAgent (with a copy to the Collateral Administrator; provided that, the furnishing of such copy to the Collateral Administrator shall not be a condition to such termination or reduction), terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. three 11:00 a.m. five Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination)reduction, (ii) any such partial reduction shall be in an aggregate a principal amount of $5,000,000 or any a whole multiple of $1,000,000 in excess thereofthereof or, if less, the entire Aggregate Commitments and (iii) the 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; provided that the Borrower may terminate the Aggregate Commitments if all Loans have been paid in full, the Borrower has Cash Collateralized, or provided other support acceptable to the applicable L/C Issuer(s) for, all outstanding Letters of Credit, and there are no outstanding L/C Borrowings. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Applicable Percentage. All Interest and fees (pro rata with respect to the portion of the Aggregate Commitments so reduced) accrued on the portion of Commitments being terminated until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination. Notwithstanding anything herein to the contrary, the Borrower may rescind any such notice not later than 1:00 p.m. on the Business Day before such termination was scheduled to take place if such termination would have resulted from a refinancing of the Commitments, which refinancing will not be consummated or will otherwise be delayed.

Termination or Reduction of Commitments. (a) The Borrower Company may, upon not less than three (3) Business Days’ prior written notice to the Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall be received Commitments by the Administrative Agent not later than 1:00 p.m. three Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination), (ii) any such partial reduction shall be in an aggregate minimum amount of $5,000,000 1,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrower shall not terminate or reduce the Aggregate Commitments if; unless, after giving effect thereto and to any concurrent prepayments hereunderof Revolving Loans made on the effective date thereof, (i) the Total Outstandings Effective Amount of all Revolving Loans, Swing Line Loans and L/C Obligations would exceed the Aggregate Commitments; provided that amount of the Borrower may terminate Commitments then in effect, (ii) the Aggregate Commitments if Effective Amount of all Swing Line Loans have been paid in full, then outstanding would exceed the Borrower has Cash Collateralized, Swing Line Loan Maximum Amount or provided other support acceptable to (iii) the applicable Effective Amount of all L/C Issuer(s) for, all outstanding Letters of Credit, and there are no outstanding Obligations would exceed the L/C BorrowingsCommitment. The Administrative Agent will promptly notify If and to the Lenders of any such extent specified by the Company in the notice of termination to the Agent, some or reduction all of the Aggregate Commitmentsreduction in the Commitments shall be applied to reduce the L/C Commitment. Once reduced in accordance with this Section, the Commitments may not be increased. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Applicable PercentagePro Rata Share. All accrued Commitment Fees and letter of credit fees accrued until to, but not including, the effective date of any reduction or termination of the Aggregate Commitments shall be paid on the effective date of such reduction or termination. (b) If at any time, and from time to time, the stated principal amount of the Private Placement Debt shall exceed $75,000,000, the Revolving Loan Commitment of each Lender shall immediately thereupon be decreased in an amount equal to such Lender’s Pro Rata Share of such excess. All accrued Commitment Fees and letter of credit fees to, but not including, the effective date of any reduction or termination of the Commitments shall be paid on the effective date of such reduction or termination.

Termination or Reduction of Commitments. (a) The Borrower mayTerm B-2 Loan Commitment of each Term B-2 Loan Lender shall terminate in its entirety on the Amendment No. 3 Effective Date (after giving effect to the incurrence of the Term B-2 Loans on such date). The Delayed Draw Commitment of each Delayed Draw Lender shall automatically terminate in its entirety on the Delayed Draw Termination Date (after giving effect to the incurrence of the Term A-1 Loans on such date, if applicable). The Company may at any time terminate, or from time to time reduce, the Delayed Draw Commitments on a pro rata basis upon three Business Days irrevocable notice to the Administrative Agent; provided that each reduction of the Delayed Draw Commitments shall be in an integral multiple of $1,000,000 and in a minimum principal amount of $5,000,000; provided, further, that such notice may state that it is conditioned upon the occurrence of one or more events specified therein, in which case such notice may be rescinded by the Borrowers if such condition is not satisfied. Unless previously terminated, the Revolving Credit Commitments shall terminate on the Revolving Credit Termination Date. (b) Upon at least three Business Days’ prior irrevocable written (provided that such notice may state that it is conditioned upon the effectiveness of other credit facilities, incurrence of other Indebtedness or consummation of another transaction (such as a Change of Control), in which case such notice may be revoked by the Company if such condition is not satisfied prior to the stated effective date of the termination or reduction set forth in such notice) or telecopy notice to the Administrative Agent, terminate the Aggregate CommitmentsCompany (on behalf of all the Borrowers) may at any time in whole permanently terminate, or from time to time in part permanently reduce reduce, the Aggregate Total Revolving Credit Commitments; provided provided, however, that (i) any such notice each partial reduction of the Total Revolving Credit Commitments shall be received in an integral multiple of $1,000,000 and in a minimum principal amount of $5,000,000 and (ii) no such termination or reduction shall be made which would reduce the Total Revolving Credit Commitments to an amount less than the sum of (x) the aggregate outstanding principal amount (or Assigned Dollar Value, in the case of Revolving Credit Loans denominated in Alternative Currencies) of the Competitive Loans and Standby Loans and (y) the L/C Obligations outstanding at such time. Notwithstanding the foregoing, as long as no Default or Event of Default is continuing, the Company may terminate the unused amount of the Revolving Credit Commitment of a Defaulting Lender upon not less than ten Business Days’ prior notice to the Administrative Agent (which will promptly notify the Revolving Credit Lenders thereof), it being understood that such termination will not be deemed to be a waiver or release of any claim any of the Borrowers or the Administrative Agent may have against such Defaulting Lender. (c) Subject to the last sentence of Section 2.10(b) and to Section 2.25, any reduction in the Total Revolving Credit Commitments hereunder shall be made ratably among the Revolving Credit Lenders in accordance with their respective Revolving Credit Commitments. Subject to the last sentence of Section 2.09(a), the Company shall pay to the Administrative Agent for the account of the Revolving Credit Lenders, on the date of each termination or reduction, the Commitment Fees on the amount of the Revolving Credit Commitments so terminated or reduced accrued to but not including the date of such termination or reduction. (d) A Revolving Credit Commitment terminated or reduced under this Section 2.10 may not be reinstated. (e) On the fifth Business Day following the receipt of the Net Cash Proceeds of any Specified Disposition (or, if earlier, the date on which any prepayment of the Term Loans is made with respect to such Specified Disposition pursuant to Section 2.12(b)), the Total Revolving Credit Commitments shall be automatically and permanently reduced (without further action on the part of any Person) to the extent necessary to cause the Total Net Leverage Ratio, on a Pro Forma Basis recomputed as of the end of the most recently ended Test Period (and assuming for such purposes that the Total Revolving Credit Commitments were fully used and, for the avoidance of doubt, after giving effect to any prepayment of the Term Loans made in connection with such Specified Disposition pursuant to Section 2.12(b) and any other prepayment, redemption, repurchase, defeasance or discharge of any Indebtedness made in connection with such Specified Disposition), to be not greater than 2.50:1.00. The amount of any required mandatory termination of Total Revolving Credit Commitments pursuant to this Section 2.10(e) shall be determined in good faith by the Company and set forth in a certificate signed by a Responsible Officer (which certificate shall set forth in reasonable detail the calculation of the amount of such mandatory reduction of the Total Revolving Credit Commitments) delivered to the Administrative Agent not later than 1:00 p.m. three the fifth Business Days prior Day following the receipt of the Net Cash Proceeds of the applicable Specified Disposition (or, if earlier, the date on which any prepayment of the Term Loans is made in connection with such Specified Disposition pursuant to Section 2.12(b)), and the Administrative Agent shall give the Lenders prompt written notice of the amount of any such required mandatory reduction of the Total Revolving Credit Commitments. The provisions of Section 2.10(c) and 2.12(e) shall apply to any such mandatory reduction of the Total Revolving Credit Commitments. (f) On the fifth Business Day following the consummation of any Specified Distribution (or, if earlier, the date on which any prepayment of the Term Loans is made with respect to such Specified Distribution pursuant to Section 2.12(c)), the Total Revolving Credit Commitments shall be automatically and permanently reduced (without further action on the part of any Person) to the date extent necessary to cause the Total Net Leverage Ratio, on a Pro Forma Basis recomputed as of termination or reduction the end of the most recently ended Test Period (except and assuming for such purposes that if no Loans are outstanding hereunder and no Letters of the Total Revolving Credit are issued and outstanding hereunder or the effectiveness of a new credit facility Commitments were fully used and, for the Borrower is conditioned on the termination avoidance of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination), (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrower shall not terminate or reduce the Aggregate Commitments ifdoubt, after giving effect thereto and to any concurrent prepayments hereunderprepayment of the Term Loans made substantially simultaneously in connection with such Specified Distribution pursuant to Section 2.12(c) and any other prepayment, redemption, repurchase, defeasance or discharge of any Indebtedness made in connection with such Specified Distribution), to be not greater than 2.50:1.00. The amount of any required mandatory termination of Total Revolving Credit Commitments pursuant to this Section 2.12(f) shall be determined in good faith by the Company and set forth in a certificate signed by a Responsible Officer (which certificate shall set forth in reasonable detail the calculation of the amount of such mandatory reduction of the Total Revolving Credit Commitments) delivered to the Administrative Agent not later than the fifth Business Day following the occurrence of the Specified Distribution (or, if earlier, the Total Outstandings would exceed date on which any prepayment of the Aggregate Commitments; provided that the Borrower may terminate the Aggregate Commitments if all Term Loans have been paid is made in full, the Borrower has Cash Collateralized, or provided other support acceptable connection with such Specified Distribution pursuant to the applicable L/C Issuer(s) for, all outstanding Letters of CreditSection 2.12(c)), and there are no outstanding L/C Borrowings. The the Administrative Agent will promptly notify shall give the Lenders prompt written notice of the amount of any such notice of termination or required mandatory reduction of the Aggregate Total Revolving Credit Commitments. Any The provisions of Section 2.10(c) shall apply to any such mandatory reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such terminationTotal Revolving Credit Commitments.

Termination or Reduction of Commitments. The (a) During the Revolving Credit Period, the Borrower may, upon at least three (3) Business Days’ prior written notice to the Administrative Agent, (i) terminate the Aggregate CommitmentsCommitments in full at any time, or (ii) reduce from time to time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall be received Commitment Amount by the Administrative Agent not later than 1:00 p.m. three Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination), (ii) any such partial reduction shall be in an aggregate amount of at least $5,000,000 or any whole multiple integral multiples of $1,000,000 in excess thereof, whereupon the Commitment Amounts of each of the Lenders shall be reduced pro rata in accordance with their Commitment Percentage of the amount specified in such notice, or, as the case may be, each Lender’s Commitment shall be terminated. Promptly after receiving any notice of the Borrower delivered pursuant to this Section 2.04(a), the Agent will notify the Lenders of the substance thereof. Upon the effective date of any such reduction or termination, the Borrower shall pay to the Agent for the respective accounts of the Lenders the full amount of any Commitment Fee then accrued. Each notice delivered by the Borrower pursuant to this Section 2.04(a) shall be irrevocable. No reduction in the Commitment Amounts or termination of the Commitments made in accordance with this Section 2.04(a) may be reinstated. (b) Each Lender’s Commitment shall permanently reduce to $0 and each Lender’s Commitment shall terminate on the Termination Date. Notwithstanding anything to the contrary contained herein, each Lender shall have the right at any time from and after April 27, 2023 to elect to terminate its Commitment in full upon no less than 360 days’ prior written notice to the Borrower and the Agent thereof (such notice being hereinafter referred to as a “Termination Notice”; any Lender so delivering a Termination Notice in accordance with the provisions of this Section 2.04(b) shall hereinafter be referred to as a “Terminating Lender”). For the avoidance of doubt, the dates described above relate to the actual termination of a Commitment, and not the first date on which a Lender may deliver a Termination Notice. The Commitment of such Terminating Lender shall automatically terminate in full, and the Commitment of such Lender shall permanently reduce to $0, on the date (with respect to such Lender, its “Specified Termination Date”) which is the earlier of (x) the 360th day after the date of such Termination Notice and (iiiy) a date selected by the Borrower by written notice to the Agent and agreed to by the Agent. In accordance with Section 2.05 hereof, the Borrower promises to pay each Terminating Lender on the earlier of (x) such Lender’s Specified Termination Date or (y) the Termination Date, and there shall become absolutely due and payable on such date, the aggregate principal amount of all Loans outstanding to such Terminating Lender on such date, together with any and all accrued and unpaid interest thereon and all other amounts outstanding hereunder (including, without limitation, the commitment fee owing to such Terminating Lender) and owing to such Terminating Lender as of such date. No payment made in accordance with this Section 2.04(b) shall be subject to or be deemed to be in violation of Section 2.11, provided, to the extent there is more than one Terminating Lender requiring repayment on the same date, such payments shall be applied pro rata to all such Terminating Lenders. (c) Each Lender shall have the right at any time from and after April 27, 2023 to elect to reduce its Commitment in part upon no less than 360 days’ prior written notice to the Borrower and the Agent thereof specifying the amount of such reduction (the “Requested Reduction Amount”; such a notice being hereinafter referred to as a “Reduction Notice”; any Lender so delivering such a Reduction Notice shall hereinafter be referred to as a “Reducing Lender”). For the avoidance of doubt, the dates described above relate to the actual reduction of a Commitment, and not the first date on which a Lender may deliver a Reduction Notice. The Commitment of such Reducing Lender shall automatically reduce on the date (the “Reduction Date”) which is the earlier of (x) the 360th day from the date of such Reduction Notice and (y) a date selected by the Borrower by written notice to the Agent and agreed to by the Agent by an amount (a “Reduction Amount”) equal to the greater of (i) the Requested Reduction Amount and (ii) an amount selected by the Borrower in the written notice to the Agent; it being understood that (I) the Borrower shall not have the right to permanently reduce or terminate such Reducing Lender’s Commitment Amount in full or in part at any time after delivery of the Reduction Notice and prior to the Reduction Date and (II) nothing in this Section 2.04(c) shall limit the Borrower’s right to reduce the Aggregate aggregate Commitment Amount or terminate the Commitments ifpursuant to and in accordance with the terms of Section 2.04(a) hereof. The Borrower promises to pay to each Reducing Lender on the applicable Reduction Date, and there shall become absolutely due and payable on each such date, the portion of the aggregate principal amount of all Loans outstanding to such Reducing Lender, together with any and all accrued and unpaid interest thereon, which exceeds such Reducing Lender’s new Commitment (immediately after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed reduction by the Aggregate CommitmentsReduction Amount on such date); provided that if the Borrower may terminate elects to reduce the Aggregate Commitments if all Loans have been paid Commitment Amount of a Reducing Lender to $0 by terminating such Reducing Lender’s Commitment in full, the Borrower promises to pay to such Reducing Lender on the applicable Reduction Date, and there shall become absolutely due and payable on such date, the aggregate principal amount of all Loans outstanding to such Reducing Lender, together with any and all accrued and unpaid interest thereon and all other amounts outstanding hereunder and owing to such Reducing Lender as of such date. No payment made in accordance with this Section 2.04(c) shall be subject to or be deemed to be in violation of Section 2.11, provided, to the extent there is more than one Terminating Lender requiring repayment on the same date, such payments shall be applied pro rata to all such Terminating Lenders. (d) (i) To the extent any Lender delivers a Termination Notice pursuant to Section 2.04(b) hereof or a Reduction Notice pursuant to Section 2.04(c) hereof, so long as no Default or Event of Default has Cash Collateralizedoccurred and is continuing, the Borrower may, upon prior written notice to the Agent, such Terminating Lender or provided other support acceptable Reducing Lender, as applicable, request that one or more Eligible Assignees (each, a “Joining Lender”) and/or existing Lenders (each such existing Lender or Joining Lender, a “Substitute Lender”) assume all or any portion of the Commitment of such Terminating Lender or Reducing Lender, as applicable. Each Terminating Lender or Reducing Lender agrees that, should it be identified for replacement prior to its Specified Termination Date or Reduction Date, as applicable, pursuant to this Section 2.04(d)(i), it will promptly execute and deliver all documents and instruments reasonably required by the Borrower and/or the Agent to assign the relevant portion such Terminating Lender’s or Reducing Lender’s Loans and Commitment to the applicable L/C Issuer(s) forSubstitute Lender on the applicable Specified Termination Date or Reduction Date, all outstanding Letters of Credit, and there are no outstanding L/C Borrowingsas applicable. 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 parties hereto hereby acknowledge and agree that no existing Lender shall be applied obligated to assume any portion of the Commitment of each a Terminating Lender according or Reducing Lender hereunder, and any election to do so shall be in the sole and absolute discretion of such L▇▇▇▇▇. (ii) In the event that any Terminating Lender was not replaced pursuant to Section 2.04(d)(i) hereof prior to its Applicable PercentageSpecified Termination Date, so long as no Default or Event of Default has occurred and is continuing, the Borrower may, at any time prior to the Termination Date, with prior written notice to the Agent, request that one or more Substitute Lenders (x) in the case of Joining Lenders, join this Agreement as Lenders with Commitments and/or (y) in the case of existing Lenders, increase their existing Commitment Amount, in an aggregate Commitment Amount of up to the applicable Commitment Amount of such Terminating Lender immediately prior to the applicable Specified Termination Date. All fees accrued until In the effective date event that Commitments of any termination Reducing Lender equal to the applicable Reduced Amounts were not replaced with Commitments of Substitute Lenders pursuant to Section 2.04(d)(i) hereof prior to the applicable Reduction Date, so long as no Default or Event of Default has occurred and is continuing, the Borrower may, at any time prior to the Termination Date, with prior written notice to the Agent, request that one or more Substitute Lenders (x) in the case of Joining Lenders, join this Agreement as Lenders with Commitments and/or (y) in the case of existing Lenders, increase their existing Commitment Amount, in an aggregate Commitment of up to the applicable Reduction Amounts. Each Joining Lender shall be required to execute and deliver to the Agent such joinder documents as the Agent shall reasonably require. The parties hereto hereby acknowledge and agree that no existing Lender shall be obligated to assume any portion of the Aggregate Commitments Commitment Amount of a Terminating Lender or Reducing Lender hereunder, and any election to do so shall be paid on in the effective date sole and absolute discretion of such terminationL▇▇▇▇▇.

Termination or Reduction of Commitments. The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. three 11:00 a.m. five Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for reduction, provided, however, the Borrower is conditioned on may revoke such notice prior to the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the scheduled date of termination)termination or reduction, (ii) such notice shall state whether the termination or reduction relates to Committed Revolving Loans or Term Loans, (iii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iiiiv) the 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; provided that the Borrower may terminate , and (v) if, after giving effect to any reduction of the Aggregate Commitments if all Loans have been paid in fullrespect of Committed Revolving Loans, the Borrower has Cash CollateralizedLetter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments in respect of Committed Revolving Loans, or provided other support acceptable to such Sublimit shall be automatically reduced by the applicable L/C Issuer(s) for, all outstanding Letters amount of Credit, and there are no outstanding L/C Borrowingssuch excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Applicable PercentagePercentage in respect of Committed Revolving Loans or Term Loans, as applicable. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently irrevocably reduce the Aggregate Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 3:00 p.m. three Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination)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 Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings Outstanding Amount would exceed the Aggregate Commitments; provided that the Borrower may terminate the Aggregate Commitments if all Loans have been paid in full, the Borrower has Cash Collateralized, or provided other support acceptable to the applicable L/C Issuer(s) for, all outstanding Letters of Credit, and there are no outstanding L/C Borrowings. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any such notice terminating the Commitments in whole in connection with a refinancing of all Obligations hereunder may state that it is conditioned on the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or before the specified effective date) if such condition is not satisfied, in which case such termination of the Commitments shall not occur. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Applicable Commitment Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. The Borrower (a) Subject to Section --------------------------------------- 3.04, the Company may, upon not less than three Business Days' prior notice to the Administrative AgentAgent by 9:00 a.m. (San Francisco time), terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate CommitmentsCommitments by an aggregate minimum amount of $10,000,000, or any multiple of $5,000,000 in excess thereof; provided that unless, after ------ giving effect thereto and to any prepayments of Loans made on the effective date thereof, the then-outstanding principal amount of the Loans would exceed the amount of the combined Commitments then in effect. (ib) Upon the making of any such notice Disposition under subsections 7.03(e) or (f) in excess of the aggregate amount then permitted to be made thereunder, the Commitments of the Banks shall automatically reduce by an amount equal to the excess of the cumulative amount of Net Proceeds received over the amount of Net Proceeds permitted to be received by the Administrative Agent not later than 1:00 p.m. three Business Days prior to under such subsections, effective as of the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination), (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrower shall not terminate or reduce the Aggregate Commitments if, Disposition. If after giving effect thereto and to any concurrent prepayments hereunderof Loans made on the effective date thereof, the Total Outstandings then-outstanding principal amount of the Loans would exceed the Aggregate Commitments; provided that amount of the Borrower may terminate the Aggregate combined Commitments if all Loans have been paid then in fulleffect, the Borrower has Cash Collateralized, or provided other support acceptable Company shall make the mandatory prepayment of Loans required by Section 2.06(b). The Company shall give prior notice to the applicable L/C Issuer(s) for, all outstanding Letters of Credit, and there are no outstanding L/C Borrowings. The Administrative Agent will promptly notify the Lenders Banks of any Disposition resulting in a Commitment reduction hereunder (including in such notice of termination or reduction the amount of the Aggregate Commitmentsestimated Net Proceeds to be received by the Company or a Subsidiary in respect thereof). (c) Once reduced or terminated in accordance with this Section, the Commitments may not be increased or reinstated. Any reduction or termination of the Aggregate Commitments shall be applied to the Commitment of each Lender Bank according to its Applicable PercentagePro Rata Share. The Agent will promptly notify each Bank of its receipt of any notice under this Section 2.05, and of the amount of reduction or termination of such Bank's Commitment. All accrued commitment fees accrued until to, but not including, the effective date of any reduction or termination of the Aggregate Commitments shall be paid on the effective date of such reduction or termination.

Termination or Reduction of Commitments. The Borrower Borrowers may, upon notice to the Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (ia) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. three 11:00 a.m. five Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination)reduction, (iib) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iiic) the Borrower 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 and (d) if, after giving effect to any reduction of the Aggregate Commitments, the Letter of Credit Sublimit exceeds the amount of the Aggregate Commitments, such Sublimit shall be automatically reduced by the amount of such excess; provided that the Borrower may terminate provided, any notice of termination of the Aggregate Commitments if all Loans have been paid given by the Borrowers may state that such notice is conditioned upon the effectiveness of other credit facilities or capital raising, in full, which case such notice may be revoked by the Borrower has Cash Collateralized, or provided other support acceptable Borrowers (by notice to the applicable L/C Issuer(sAgent on or prior to the specified effective date) for, all outstanding Letters of Credit, and there are no outstanding L/C Borrowingsif such condition is not satisfied. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. The Borrower may, at its discretion on any date, upon written notice to the Administrative AgentAgent (with a copy to the Collateral Agent and the Collateral Administrator), terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 2:00 p.m. three two (2) Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination)reduction, (ii) any such partial reduction shall be in an aggregate a principal amount of $5,000,000 or any a whole multiple of $1,000,000 in excess thereofthereof (or such lesser amount as agreed by the Administrative Agent) or, if less, the entire Aggregate Commitments and (iii) the 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; provided that the Borrower may terminate the Aggregate Commitments if all Loans have been paid in full, the Borrower has Cash Collateralized, or provided other support acceptable to the applicable L/C Issuer(s) for, all outstanding Letters of Credit, and there are no outstanding L/C Borrowings. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Applicable Percentage. All Interest and fees (pro rata with respect to the portion of the Aggregate Commitments so reduced) accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination. Notwithstanding anything herein to the contrary, the Borrower may rescind any such notice not later than 2:00 p.m. on the Business Day before such termination was scheduled to take place if such termination would have resulted from a refinancing of the Commitments, which refinancing will not be consummated or will otherwise be delayed.

Termination or Reduction of Commitments. (a) The Borrower mayBorrowers shall have the right, upon not less than four Business Days’ notice to the Administrative Agent, to terminate the Aggregate CommitmentsCommitments or, or from time to time permanently time, to reduce the Aggregate amount of the Commitments; provided provided, that (i) so long as any such notice shall be received by the Administrative Agent not later than 1:00 p.m. three Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Original Tranche Commitments may be received on the date of termination), (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereofeffect, and (iii) the Borrower Borrowers shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto of either Class unless they shall simultaneously ratably reduce the Commitments of the other Class. Any such reduction shall be in an amount equal to $5,000,000 or a whole multiple thereof and to shall reduce permanently the Commitments then in effect. (b) In the event and on each occasion that any concurrent prepayments hereunderNet Cash Proceeds received by or on behalf of the Company, the Total Outstandings would exceed Additional Borrower or any other Subsidiary in respect of any Prepayment Event are required to be applied to prepay the Aggregate Commitments; provided that the Borrower may terminate the Aggregate Commitments if all Loans have been paid in fullpursuant to subsection 2.5(b) or (c), the Borrower has Cash CollateralizedCommitments then in effect shall be reduced permanently, on the day such prepayment of the Loans is required pursuant to subsection 2.5(b) or provided other support acceptable (c), in an aggregate amount equal to the applicable L/C Issuer(s) for, all outstanding Letters amount of Credit, and there are no outstanding L/C Borrowingssuch required prepayment. The Administrative Agent will promptly notify the Lenders of any Any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to made ratably between the Commitment Classes of each Lender according to its Applicable Percentage. All fees accrued until Commitments. (c) On the effective date of any termination Restatement Effective Date, the aggregate Extended Tranche Commitments of the Aggregate Extended Tranche Lenders shall be reduced permanently in an aggregate amount equal to $30,000,000. Such reduction of Extended Tranche Commitments shall be paid on made ratably among the effective date Extended Tranche Lenders according to the respective Extended Tranche Commitment Percentages of such terminationthe Extended Tranche Lenders.

Termination or Reduction of Commitments. The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 1:002:00 p.m. three Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination), (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the 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; provided that the Borrower may terminate the Aggregate Commitments if all Loans have been paid in full, the Borrower has Cash Collateralized, or provided other support acceptable to the applicable L/C Issuer(s) for, all outstanding Letters of Credit, and there are no outstanding L/C Borrowings. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. The Borrower Company may, upon notice to the Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. three 11:00 a.m. five (5) Business Days prior to the date of termination or reduction (except provided that if no Loans are outstanding hereunder and no Letters a notice of Credit are issued and outstanding hereunder or termination of the Commitments may state that such notice is conditioned upon the effectiveness of a new other credit facility for the Borrower is conditioned on the termination of this Agreementfacilities, any in which case such notice terminating the Aggregate Commitments may be received extended or revoked by the Company (by notice to the Administrative Agent on or prior to the date of terminationspecified 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, and (iii) the Borrower 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; provided that the Borrower may terminate the Aggregate Commitments if all Loans have been paid in full, the Borrower has Cash Collateralized, or provided other support acceptable (except to the applicable L/C Issuer(s) for, all outstanding Letters of Credit, and there are no outstanding L/C Borrowingsextent that such excess is Cash Collateralized in accordance with the terms hereof). The Administrative Agent will promptly notify the Lenders Participating Banks 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 Participating Bank according to its Applicable Percentage. At any time prior to the Maturity Date, the Company may also, upon notice to the Administrative Agent, increase the amount of the Commitment following such reduction, so long as the amount of the Commitment does not exceed $500,000,000. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. The Borrower Borrowers may, upon notice to the Administrative Agent, terminate the Aggregate CommitmentsCommitments and this Agreement, or from time to time permanently reduce the Aggregate CommitmentsCommitments under this Agreement; provided provided, that (ia) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. three Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination)reduction, (iib) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iiic) the Borrower Borrowers shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments prepayment and/or Cash Collateralization hereunder, the Total Outstandings would exceed the Aggregate Commitments; provided and provided, further, that the Borrower may terminate a notice of termination or reduction of the Aggregate Commitments if all Loans have been paid under this Section 2.05 may state that such notice is conditioned upon the occurrence of one or more events specified therein, in full, which case such notice may be revoked by the Borrower has Cash Collateralized, or provided other support acceptable Borrowers (by notice to the applicable L/C Issuer(sAdministrative Agent on or prior to the specified effective date) for, all outstanding Letters of Credit, and there are no outstanding L/C Borrowingsif such condition is not satisfied. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments pursuant to this Section 2.05 shall be applied to the Commitment of each Lender according to its Applicable PercentagePro Rata Share; provided that, during any period in which a Lender is a Defaulting Lender, the Borrowers may (in their discretion) apply all or any portion to be specified by the Borrowers of any optional reduction of unused Aggregate Commitments under this Section 2.05 to the unused Commitments of any one or more Defaulting Lenders specified by the Borrowers (which application may result in a change of the Pro Rata Shares of the Lenders, but shall not increase any Lender’s Commitment) before applying any remaining reduction to the unused Commitments of all Lenders in accordance with their Pro Rata Shares. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination. Notwithstanding the termination of the Aggregate Commitments, this Agreement shall not terminate, and the obligations of the Borrowers under this Agreement shall continue, until all Letters of Credit have expired, been replaced or been terminated and each Unreimbursed Amount and all interest, fees and other amounts payable hereunder have been paid in full.

Termination or Reduction of Commitments. (a) The Borrower mayshall have the right, upon notice delivered to the Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall be received by the Administrative Agent not no later than 1:00 p.m. P.M., New York City time, at least three Business Days prior to the proposed date of termination or reduction (except or at least one Business Day in the case of a termination of the Original Revolving Commitments), to terminate the Revolving Commitments or, from time to time, to reduce the amount of the Revolving Commitments; provided that if no such termination or reduction shall be permitted if, after giving effect thereto and to any prepayments of the Revolving Loans are outstanding hereunder and no Letters or Swingline Loans made on the effective date thereof, the Revolving Extensions of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination), (ii) any Revolving Lender would exceed such partial Revolving Lender's Revolving Commitment. Any such reduction shall be in an aggregate amount of equal to $5,000,000 10,000,000, or any a whole multiple of $1,000,000 in excess thereof, shall reduce permanently the Revolving Commitments then in effect and (iii) the 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; provided that the Borrower may terminate the Aggregate Commitments if all Loans have been paid in full, the Borrower has Cash Collateralized, or provided other support acceptable to the applicable L/C Issuer(s) for, all outstanding Letters of Credit, and there are no outstanding L/C Borrowings. 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 reduce the Commitment Revolving Commitments of the Revolving Lenders as the Borrower may designate, but in any event, in the case of Revolving Commitments with the same Revolving Termination Date, on a pro rata basis among such Revolving Commitments based on the respective amount of such Revolving Commitments of each Lender according Revolving Lender. Each notice delivered by the Borrower pursuant to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments this Section shall be paid irrevocable, provided that such notice may state that it is conditioned upon the Amendment No. 2 Effective Date, the effectiveness of other credit facilities (including under this Agreement), the consummation of a particular Disposition or the occurrence of a change of control, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date of date) if such terminationcondition is not satisfied. For the -42- (b) [Reserved].

Termination or Reduction of Commitments. (a) The Borrower mayInitial Term Loan Commitments and the Initial Revolving Credit Commitments shall automatically terminate upon the Commitment Termination Date and any Incremental Loan Commitments, Refinancing Commitments, Extended Revolving Credit Commitments or Commitments with respect to Extended Term Loans shall terminate as provided in the related Incremental Loan Assumption Agreement, Refinancing Amendment or Extension Amendment, as applicable. The 2024 Incremental Term Loan Commitment shall automatically terminate upon the funding of the 2024 Incremental Term Loan on the 2024 Incremental Effective Date. The Revolving Credit Commitment of each Revolving Credit Lender shall automatically terminate on the Maturity Date for the applicable Class of Revolving Credit Commitments; provided that (x) the foregoing shall not release any Revolving Credit Lender from any liability it may have for its failure to fund Revolving Credit Loans, L/C Advances or participations in Swing Line Loans that were required to be funded by it on or prior to such Maturity Date and (y) the foregoing will not release any Revolving Credit Lender from any obligation to fund its portion of L/C Advances or participations in Swing Line Loans with respect to Letters of Credit issued or Swing Line Loans made prior to such Maturity Date. (b) Upon at least three Business Days’ prior written or fax notice to the Administrative Agent, terminate the Aggregate CommitmentsBorrower may at any time in whole permanently terminate, or from time to time in part permanently reduce reduce, the Aggregate Commitmentsunused Commitments of any Class; provided provided, however, that (i) any such notice each partial reduction of Commitments shall be received in an integral multiple of $1,000,000 and in a minimum amount of $5,000,000 (or in such lower minimum amounts or multiples as agreed to by the Administrative Agent not later than 1:00 p.m. three Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder in its reasonable discretion) and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination), (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunderreduction of Revolving Credit Commitments, the Total Outstandings would exceed Letter of Credit Sublimit or the Aggregate Swing Line Sublimit exceeds the amount of the Participating Revolving Credit Commitments; , such sublimit shall be automatically reduced by the amount of such excess. Except as provided that in the Borrower may terminate the Aggregate Commitments if all Loans have been paid in fullimmediately preceding sentence, the Borrower has Cash Collateralized, or provided other support acceptable amount of any such Revolving Credit Commitment reduction shall not be applied to the applicable L/C Issuer(s) for, all outstanding Letters Letter of Credit, and there are no outstanding L/C BorrowingsCredit Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrower. The Administrative Agent will promptly notify the Lenders of any Any such notice of termination or reduction pursuant to this Section 2.09(b) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the Aggregate Commitments. Any effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower or the Borrower may delay the date of prepayment identified therein to a later date reasonably acceptable to the Administrative Agent (in each case by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied or the satisfaction of such condition is delayed. (c) Upon any reduction of the Aggregate unused Commitments shall be applied to of any Class, the Commitment of each Lender according to its Applicable Percentageof such Class, and, other than a termination of such Commitment in full, the 2025 Revolving Credit Commitments and the 2027 Revolving Credit Commitments, shall be reduced on a pro rata basis (determined on the basis of the aggregate Commitments under such Class) (other than the termination of the Commitment of any Lender as provided in Section 2.21). All Any commitment fees accrued until the effective date of any termination of the Aggregate Revolving Credit Commitments shall be paid on the effective date of such termination. (d) On the 2025 Revolving Facility Maturity Date with respect to the 2025 Revolving Credit Commitments, any L/C Advances or any participations in Swing Line Loans shall be deemed to be outstanding with respect to (and reallocated under) the 2027 Revolving Credit Commitments and the Pro Rata Shares of the Revolving Credit Lenders shall be determined to give effect to the termination of the 2025 Revolving Credit Commitments (in each case, so long as after giving effect to such reallocation, the Revolving Credit Exposure of each 2027 Revolving Credit Lender does not exceed such ▇▇▇▇▇▇’s 2027 Revolving Credit Commitment). On and after the 2025 Revolving Facility Maturity Date, the 2027 Revolving Credit Lenders will be required, in accordance with their Pro Rata Shares to fund L/C Advances pursuant to Section 2.26(c) in respect of Unreimbursed Amounts, in each case, arising on or after such date, regardless of whether any Default existed on the 2025 Revolving Facility Maturity Date; provided that the Revolving Credit Exposure of each 2027 Revolving Credit Lender does not exceed such 2027 Revolving Credit Lender’s Revolving Credit Commitment.

Termination or Reduction of Commitments. (a) The Borrower mayTerm B-23 Loan Commitment of each Term B-23 Loan Lender shall terminate in its entirety on the Amendment No. 37 Effective Date (after giving effect to the incurrence of the Term B-23 Loans on such date). The Delayed Draw Commitment of each Delayed Draw Lender shall automatically terminate in its entirety on the Delayed Draw Termination Date (after giving effect to the incurrence of the Term A-1 Loans on such date, if applicable). The Company may at any time terminate, or from time to time reduce, the Delayed Draw Commitments on a pro rata basis upon three Business Days irrevocable notice to the Administrative Agent; provided that each reduction of the Delayed Draw Commitments shall be in an integral multiple of $1,000,000 and in a minimum principal amount of $5,000,000; provided, further, that such notice may state that it is conditioned upon the occurrence of one or more events specified therein, in which case such notice may be rescinded by the Borrowers if such condition is not satisfied. Unless previously terminated, the Revolving Credit Commitments shall terminate on the Revolving Credit Termination Date. (b) Upon at least three Business Days’ prior irrevocable written (provided that such notice may state that it is conditioned upon the effectiveness of other credit facilities, incurrence of other Indebtedness or consummation of another transaction (such as a Change of Control), in which case such notice may be revoked by the Company if such condition is not satisfied prior to the stated effective date of the termination or reduction set forth in such notice) or telecopy notice to the Administrative Agent, terminate the Aggregate CommitmentsCompany (on behalf of all the Borrowers) may at any time in whole permanently terminate, or from time to time in part permanently reduce reduce, the Aggregate Total Revolving Credit Commitments; provided provided, however, that (i) any such notice each partial reduction of the Total Revolving Credit Commitments shall be received in an integral multiple of $1,000,000 and in a minimum principal amount of $5,000,000 and (ii) no such termination or reduction shall be made which would reduce the Total Revolving Credit Commitments to an amount less than the sum of (x) the aggregate outstanding principal amount (or Assigned Dollar Value, in the case of Revolving Credit Loans denominated in Alternative Currencies) of the Competitive Loans and Standby Loans and (y) the L/C Obligations outstanding at such time. Notwithstanding the foregoing, as long as no Default or Event of Default is continuing, the Company may terminate the unused amount of the Revolving Credit Commitment of a Defaulting Lender upon not less than ten Business Days’ prior notice to the Administrative Agent (which will promptly notify the Revolving Credit Lenders thereof), it being understood that such termination will not be deemed to be a waiver or release of any claim any of the Borrowers or the Administrative Agent may have against such Defaulting Lender. (c) Subject to the last sentence of Section 2.10(b) and to Section 2.25, any reduction in the Total Revolving Credit Commitments hereunder shall be made ratably among the Revolving Credit Lenders in accordance with their respective Revolving Credit Commitments. Subject to the last sentence of Section 2.09(a), the Company shall pay to the Administrative Agent for the account of the Revolving Credit Lenders, on the date of each termination or reduction, the Commitment Fees on the amount of the Revolving Credit Commitments so terminated or reduced accrued to but not including the date of such termination or reduction. (d) A Revolving Credit Commitment terminated or reduced under this Section 2.10 may not be reinstated. (e) On the fifth Business Day following the receipt of the Net Cash Proceeds of any Specified Disposition (or, if earlier, the date on which any prepayment of the Term Loans is made with respect to such Specified Disposition pursuant to Section 2.12(b)), the Total Revolving Credit Commitments shall be automatically and permanently reduced (without further action on the part of any Person) to the extent necessary to cause the Total Net Leverage Ratio, on a Pro Forma Basis recomputed as of the end of the most recently ended Test Period (and assuming for such purposes that the Total Revolving Credit Commitments were fully used and, for the avoidance of doubt, after giving effect to any prepayment of the Term Loans made in connection with such Specified Disposition pursuant to Section 2.12(b) and any other prepayment, redemption, repurchase, defeasance or discharge of any Indebtedness made in connection with such Specified Disposition), to be not greater than 2.50:1.00. The amount of any required mandatory termination of Total Revolving Credit Commitments pursuant to this Section 2.10(e) shall be determined in good faith by the Company and set forth in a certificate signed by a Responsible Officer (which certificate shall set forth in reasonable detail the calculation of the amount of such mandatory reduction of the Total Revolving Credit Commitments) delivered to the Administrative Agent not later than 1:00 p.m. three the fifth Business Days prior Day following the receipt of the Net Cash Proceeds of the applicable Specified Disposition (or, if earlier, the date on which any prepayment of the Term Loans is made in connection with such Specified Disposition pursuant to Section 2.12(b)), and the Administrative Agent shall give the Lenders prompt written notice of the amount of any such required mandatory reduction of the Total Revolving Credit Commitments. The provisions of Section 2.10(c) and 2.12(e) shall apply to any such mandatory reduction of the Total Revolving Credit Commitments. (f) On the fifth Business Day following the consummation of any Specified Distribution (or, if earlier, the date on which any prepayment of the Term Loans is made with respect to such Specified Distribution pursuant to Section 2.12(c)), the Total Revolving Credit Commitments shall be automatically and permanently reduced (without further action on the part of any Person) to the date extent necessary to cause the Total Net Leverage Ratio, on a Pro Forma Basis recomputed as of termination or reduction the end of the most recently ended Test Period (except and assuming for such purposes that if no Loans are outstanding hereunder and no Letters of the Total Revolving Credit are issued and outstanding hereunder or the effectiveness of a new credit facility Commitments were fully used and, for the Borrower is conditioned on the termination avoidance of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination), (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrower shall not terminate or reduce the Aggregate Commitments ifdoubt, after giving effect thereto and to any concurrent prepayments hereunderprepayment of the Term Loans made substantially simultaneously in connection with such Specified Distribution pursuant to Section 2.12(c) and any other prepayment, redemption, repurchase, defeasance or discharge of any Indebtedness made in connection with such Specified Distribution), to be not greater than 2.50:1.00. The amount of any required mandatory termination of Total Revolving Credit Commitments pursuant to this Section 2.12(f) shall be determined in good faith by the Company and set forth in a certificate signed by a Responsible Officer (which certificate shall set forth in reasonable detail the calculation of the amount of such mandatory reduction of the Total Revolving Credit Commitments) delivered to the Administrative Agent not later than the fifth Business Day following the occurrence of the Specified Distribution (or, if earlier, the Total Outstandings would exceed date on which any prepayment of the Aggregate Commitments; provided that the Borrower may terminate the Aggregate Commitments if all Term Loans have been paid is made in full, the Borrower has Cash Collateralized, or provided other support acceptable connection with such Specified Distribution pursuant to the applicable L/C Issuer(s) for, all outstanding Letters of CreditSection 2.12(c)), and there are no outstanding L/C Borrowings. The the Administrative Agent will promptly notify shall give the Lenders prompt written notice of the amount of any such notice of termination or required mandatory reduction of the Aggregate Total Revolving Credit Commitments. Any The provisions of Section 2.10(c) shall apply to any such mandatory reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such terminationTotal Revolving Credit Commitments.

Termination or Reduction of Commitments. The Borrower Company may, upon notice to the Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. three 11:00 a.m. five Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination)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 Borrower Company shall not terminate or reduce the Aggregate Commitments 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; provided that the Borrower may terminate , and (iv) if, after giving effect to any reduction of the Aggregate Commitments if all Loans have been paid in fullCommitments, the Borrower has Cash CollateralizedFLOC Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, or provided other support acceptable to such sublimit shall be automatically reduced by the applicable L/C Issuer(s) for, all outstanding Letters amount of Credit, and there are no outstanding L/C Borrowingssuch excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. The amount of any such Aggregate Commitment reduction shall not be applied to the FLOC Sublimit unless otherwise specified by the Company. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Applicable Percentage. Any notice of termination or reduction of commitments, and any corresponding notice of prepayment, may state that it is conditioned upon the effectiveness of other credit facilities or the incurrence of other Indebtedness, the consummation of a particular Disposition or the occurrence of a Change of Control, in which case such notice may be revoked (by notice to the Administrative Agent on or prior to the specified prepayment date) if such condition is not satisfied. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) Unless previously terminated, the Revolving Commitments shall terminate on the Revolving Maturity Date. (b) The Borrower mayBorrowers may at any time terminate the Revolving Commitments upon (i) the payment in full of all outstanding Loans, upon notice together with accrued and unpaid interest thereon, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative AgentAgent of a cash deposit as required by Section 2.07(c)), terminate (iii) the Aggregate Commitmentspayment in full of all accrued and unpaid fees, including any applicable termination or from time to time permanently reduce other fees set forth in the Aggregate Commitments; provided that Fee Letter and any payments required under Section 2.17, and (iiv) any such notice the payment in full of all reimbursable expenses and other Obligations together with accrued and unpaid interest thereon. (c) The Administrative Borrower shall be received by notify the Administrative Agent not later than 1:00 p.m. of any election to terminate the Revolving Commitments under Section 2.10(b) at least three (3) Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination), (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the 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; provided that the Borrower may terminate the Aggregate Commitments if all Loans have been paid in full, the Borrower has Cash Collateralized, or provided other support acceptable to the applicable L/C Issuer(s) for, all outstanding Letters of Credit, and there are no outstanding L/C Borrowings. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the affected Lenders of the contents thereof. Each notice delivered by the Administrative Borrower pursuant to this Section 2.10(d) shall be irrevocable; provided that a notice of termination of the Revolving Commitments delivered by the Administrative Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Administrative Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination of the Revolving Commitments shall be permanent.

Termination or Reduction of Commitments. (a) Unless previously terminated in accordance with the terms of this Agreement, the Revolving Commitments shall terminate on the applicable Maturity Date for the Revolving Facility, and the Term Commitments shall terminate upon the Delayed Draw Termination Date. (b) The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate aggregate Revolving Commitments, or from time to time permanently reduce the Aggregate aggregate Revolving Commitments or aggregate Term Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. three (3) Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination)reduction, (ii) any such partial reduction of the Revolving Commitments shall be in an aggregate amount of Ten Million and No/100 Dollars ($5,000,000 10,000,000.00) or any whole multiple of One Million and No/100 Dollars ($1,000,000 1,000,000.00) in excess thereof, and (iii) any reduction of the - 64 - Term Commitments pursuant to this Section 2.05(b) shall be in the full amount of the then unfunded aggregate Terms Commitments, (iv) the Borrower shall not terminate or reduce the Aggregate aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, (A) any Lender’s aggregate Outstanding Amount of Revolving Loans plus such Lender’s Applicable Percentage of the Outstanding Amount of L/C Obligations would exceed its Revolving Commitment or (B) the Total Revolving Outstandings would exceed the Aggregate Commitments; provided that aggregate Revolving Commitments or the Borrower may terminate the Aggregate Commitments if all Loans have been paid in full, the Borrower has Cash Collateralized, or provided other support acceptable to the applicable L/C Issuer(s) for, all outstanding Letters Obligations would exceed the Letter of Credit, and there are no outstanding L/C BorrowingsCredit Sublimit. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate aggregate Revolving Commitments; provided, that such termination or reduction may be conditioned on the occurrence of any subsequent event (including a Change of Control, refinancing transaction or acquisition or other Investment). Any reduction of the Aggregate aggregate Revolving Commitments shall be applied 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 aggregate Revolving Commitments shall be paid on the effective date of such termination. (c) Notwithstanding anything to the contrary herein and without limiting Section 7.11(g), if the Consolidated Net Worth of the Combined Companies is, at any time, less than an amount equal to (i) $500,000,000, plus (ii) the CNW Adjustment Amount (a "Facility Reduction Event"), then the Facility Amount shall be automatically and permanently reduced to $400,000,000 (which reduction shall be allocated to the Revolving Facility and the Term Facility on pro rata basis based on the aggregate Revolving Commitments and the aggregate Term Commitments in effect immediately to such Facility Reduction Event), and the Borrower will repay any principal amount outstanding in excess of the reduced Revolving Facility and Term Facility, respectively, within ten (10) days of demand therefor.

Termination or Reduction of Commitments. (a) Unless previously terminated, (i) each Term Commitment shall terminate at 5:00 p.m., New York City time, on the Closing Date, (ii) each Revolving Commitment shall terminate on the Maturity Date and (iii) the obligations of each L/C Issuer to issue, amend, renew or extend Letters of Credit shall terminate on the date on which the Aggregate Primary Revolving Commitments terminate or, if earlier, on the Letter of Credit Expiration Date. (b) The Borrower Aggregate Primary Revolving Commitments shall automatically be permanently reduced by the amount of the Committed Primary Revolving Loans prepaid pursuant to Section 2.05(d) (or, if the Net Proceeds in respect of any Prepayment Event exceed the aggregate principal amount of the Committed Primary Revolving Loans outstanding on the date of the prepayment required to be made pursuant to Section 2.05(d) on account of the receipt of such Net Proceeds, the amount of the Committed Primary Revolving Loans that would have been required to be prepaid pursuant to Section 2.05(d) had the Aggregate Primary Revolving Commitments been drawn in full as Committed Primary Revolving Loans), the amount of each such reduction to be effective on the date of any such prepayment (or, if applicable, on the date such prepayment would have been required to be made pursuant to Section 2.05(d) had the Aggregate Primary Revolving Commitments been so drawn in full); provided that, in the event prior to the effectiveness of any such reduction the Company shall have notified the Administrative Agent of its exercise of such option, then, at the option of the Company, the amount of such reduction may be rounded to the nearest whole multiple of $500,000. The Applicable Agent will promptly notify the applicable Revolving Lenders of any such reduction of the Aggregate Primary Revolving Commitments. (c) The Company may, upon written notice to the Administrative Applicable Agent, terminate the Aggregate Primary Revolving Commitments or the Aggregate Singapore Revolving Commitments, or from time to time permanently reduce the Aggregate Primary Revolving Commitments or the Aggregate Singapore Revolving Commitments; provided that (i) any such notice shall be received by the Administrative Applicable Agent not later than 1:00 p.m. 11:00 a.m., Specified Time, three Business Days Days, in the case of the Primary Revolving Subfacility, or four Business Days, in the case of the Singapore Revolving Subfacility, prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination)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, and (iii) the Borrower Company shall not terminate or reduce the Aggregate Primary Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Primary Revolving Outstandings would exceed the Aggregate Primary Revolving Commitments; provided that , (iv) the Borrower may Company shall not terminate or reduce the Aggregate Singapore Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Singapore Revolving Outstandings would exceed the Aggregate Singapore Revolving Commitments and (v) if, after giving effect to any reduction of the Aggregate Primary Revolving Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Primary Revolving Commitments, such Sublimit shall be automatically reduced by the amount of such excess. Any such notice of the termination of the Aggregate Commitments if all Loans have been paid may state that it is conditioned upon the occurrence of the events specified therein, in full, which case such notice may be revoked by the Borrower has Cash Collateralized, or provided other support acceptable Company (by notice to the applicable L/C Issuer(sApplicable Agent prior to the specified date of effectiveness of such termination) for, all outstanding Letters of Credit, and there are no outstanding L/C Borrowingsif such condition is not satisfied. The Administrative Applicable Agent will promptly notify the applicable Revolving Lenders of any such notice of termination or reduction of the Aggregate Primary Revolving Commitments or the Aggregate Singapore Revolving Commitments. The amount of any Aggregate Primary Revolving Commitment reduction shall not be applied to the Letter of Credit Sublimit unless otherwise specified by the Company. (d) Any reduction of the Aggregate Primary Revolving Commitments or the Aggregate Singapore Revolving Commitments pursuant to this Section 2.06 shall be applied to the Commitment of the applicable Class of each Lender according to in accordance with its Applicable PercentageShare. All commitment fees accrued until on the amount of the Aggregate Primary Revolving Commitments or the Aggregate Singapore Revolving Commitments so terminated or reduced to the effective date of any such termination of the Aggregate Commitments shall be paid on the effective date of such terminationtermination or reduction.

Termination or Reduction of Commitments. The Borrower Borrowers may, upon notice to the Administrative Agent, terminate the Aggregate Revolver Commitments or the Aggregate WC Commitments, as the case may be, or from time to time permanently reduce the Aggregate Revolver Commitments or Aggregate WC Commitments, as the case may be; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. three 11:00 a.m. five Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination)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 Borrower 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 would exceed the Aggregate Revolver Commitments; provided that , and (iv) the Borrower may Borrowers shall not terminate or reduce the Aggregate WC Commitments if all Loans have been paid in fullif, after giving effect thereto and to any concurrent prepayments hereunder, the Borrower has Cash Collateralized, or provided other support acceptable to Total WC Outstandings would exceed the applicable L/C Issuer(s) for, all outstanding Letters of Credit, and there are no outstanding L/C BorrowingsAggregate WC Commitments. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Revolver Commitment or Aggregate WC Commitments, as the case may be. Any reduction of the Aggregate Commitments Revolver Commitment or Aggregate WC Commitments, as applicable shall be applied to the WC Commitment or Revolver Commitment of each Lender Lender, as applicable, according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments Revolver Commitment or Aggregate WC Commitments, as the case may be, shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. The Borrower maymay at any time and from time to time, without penalty or premium (except as provided in Article III and with respect to breakage of Eurodollar Rate Loans), upon notice to the Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. three 11:00 a.m. five (5) Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination)reduction, (ii) any such partial reduction shall be in an aggregate amount of Five Million Dollars ($5,000,000 5,000,000) or any whole multiple of One Million Dollars ($1,000,000 1,000,000) in excess thereof, and (iii) the 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; provided that the Borrower may terminate , and (iv) if, after giving effect to any reduction of the Aggregate Commitments if all Loans have been paid in fullCommitments, the Borrower has Cash Collateralized, or provided other support acceptable to the applicable L/C Issuer(s) forSublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, all outstanding Letters such Sublimit shall be automatically reduced by the amount of Credit, and there are no outstanding L/C Borrowingssuch excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination. The Agent and each Lender party hereto hereby waive the requirements set forth in the first sentence of Section 2.06(a) of the Existing Credit Agreement with respect to the reduction of the Aggregate Commitments occurring on the Closing Date (including, for the avoidance of doubt, the requirement that Borrower deliver a notice with respect thereto).

Termination or Reduction of Commitments. (a) The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate CommitmentsCommitments of any Tranche; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. three Business Days Day prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters shall specify the amount of Credit are issued each Tranche of Commitments to be reduced and outstanding hereunder or the effectiveness amount of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination)each such 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) any such notice may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the 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; provided that the Borrower may terminate the Aggregate Commitments if all Loans have been paid in full, the Borrower has Cash Collateralized, or provided other support acceptable (by written notice to the applicable L/C Issuer(sAdministrative Agent on or prior to the specified effective date) for, all outstanding Letters of Credit, and there are no outstanding L/C Borrowingsif such condition is not satisfied. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments of any Tranche shall be applied to the Commitment of such Tranche of each Lender according to its Applicable Percentage. All fees accrued until For the effective date avoidance of any doubt, upon termination of the Aggregate Commitments and payment in full of all Obligations in cash and in immediately available funds (other than contingent indemnification obligations as to which no claim has been asserted and obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements), this Agreement shall be paid on automatically terminate and the effective date of such termination.Administrative Agent shall comply with Section 9.01(c)

Termination or Reduction of Commitments. The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall be WEST\258439317.6 319678-00008950 received by the Administrative Agent not later than 1:00 p.m. three 10:00 a.m. five (5) Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination)reduction, (ii) any such partial reduction shall be in an aggregate amount of Five Million Dollars ($5,000,000 5,000,000) or any whole multiple of One Million Dollars ($1,000,000 1,000,000) in excess thereof, and (iii) the 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; provided that the Borrower may terminate , and (iv) if, after giving effect to any reduction of the Aggregate Commitments if all Loans have been paid in full, or the Borrower has Cash Collateralized, or provided other support acceptable to the applicable L/C Issuer(s) forSublimit exceeds the amount of the Aggregate Commitments, all outstanding Letters such Sublimit shall be automatically reduced by the amount of Credit, and there are no outstanding L/C Borrowingssuch excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments, provided, that any such notice (whether to terminate the Aggregate Commitments or to permanently reduce the Aggregate Commitments) may state that it is conditioned upon the effectiveness of other transactions, in which case such notice may be revoked or delayed by Borrower (by notice to Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) The Borrower mayshall have the right, prior to the Closing Date, upon not less than three Business Days’ notice to the Administrative Agent, to terminate the Aggregate CommitmentsCommitments or, or from time to time permanently time, to ratably reduce the Aggregate amount of the Commitments; provided that (i) any . Any such notice shall be received by the Administrative Agent not later than 1:00 p.m. three Business Days prior to the date of termination or reduction (except that if no Loans are outstanding hereunder and no Letters of Credit are issued and outstanding hereunder or the effectiveness of a new credit facility for the Borrower is conditioned on the termination of this Agreement, any notice terminating the Aggregate Commitments may be received on the date of termination), (ii) any such partial reduction shall be in an aggregate amount of equal to $5,000,000 10,000,000, or any whole an integral multiple of $1,000,000 in excess thereof, and (iii) shall reduce permanently the 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; provided that the Borrower may terminate the Aggregate Commitments if all Loans have been paid then in full, the Borrower has Cash Collateralized, or provided other support acceptable to the applicable L/C Issuer(s) for, all outstanding Letters of Credit, and there are no outstanding L/C Borrowingseffect. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction . (b) Upon the occurrence of any Prepayment Event or a Specified Merger Consideration Reduction prior to the Aggregate Closing Date, the Commitments shall automatically be applied reduced in an aggregate amount equal to 100% of (x) in the case of a Prepayment Event, the Net Cash Proceeds of such Prepayment Event and (y) in the case of a Specified Merger Consideration Reduction, the aggregate principal Dollar amount of any such Specified Merger Consideration Reduction; provided that in the case of proceeds received by an Excluded Subsidiary of Holdings as a result of a Specified Asset Sale, subject to Section 6.11, the foregoing commitment reduction requirement shall be suspended until such time as such proceeds are distributed to Holdings, the Company or any Subsidiary of Holdings that is not an Excluded Subsidiary (and, in the case of joint ventures with unaffiliated third parties, to the extent of Holdings’ direct or indirect Equity Interest therein). Each Lender’s Commitment shall be reduced pro rata by the amount of each Lender according such reduction. If such reductions result in the Commitments being reduced to its Applicable Percentage$0, all accrued fees shall be payable upon such reduction. (c) The Commitments shall automatically terminate on the Commitment Termination Date. All accrued fees accrued until shall be payable upon the effective date of any termination of the Aggregate Commitments pursuant to this clause (c). The Commitments shall automatically be paid on reduced to zero upon funding of the effective date of such terminationLoans.