Common use of Termination or Reduction of Commitments Clause in Contracts

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 11:00 a.m. three Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrower shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments 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 (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 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 Pro 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 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. 1:00 p.m., New York City time, three Business Days prior to the date of termination or reductionreduction (or such shorter period as may be agreed by the Administrative Agent in its sole discretion), (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 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 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 . A notice of termination or 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 Commitment may state that such notice termination or reduction is conditioned upon the effectiveness of other credit facilities or any incurrence or issuance of debt or equity or the occurrence of any other transactionone or more events specified therein, in which case such notice may be revoked, subject to Section 3.05, revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective datedate of such termination or reduction) if such any applicable 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 Pro Rata ShareApplicable 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 commitment unpaid fees accrued pursuant to Section 2.07(a) until the effective date of any reduction or termination of the Aggregate Revolving 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. (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 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 (ia) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three five Business Days prior to the date of termination or reduction, (iib) 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, (iiic) 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 (ivd) if, after giving effect to any reduction of the Aggregate Revolving Commitments, the Letter of Credit Alternative Currency 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; . Except as provided further thatin the preceding sentence, a the amount of any such Aggregate Commitment reduction shall not be applied to the Alternative Currency Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrower. The Administrative Agent will promptly notify the Lenders of any such notice of termination or 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 Revolving Commitments may state that such notice is conditioned upon the effectiveness of other credit facilities or facilities, and if any incurrence or issuance of debt or equity or the occurrence of any other transaction, in which case such notice so states it may be revoked, subject to Section 3.05, revoked by the Borrower (by notice to the Administrative Agent on or prior to the date specified effective date) if such condition is not satisfied. The Administrative Agent will promptly notify for 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 Pro Rata Share. All commitment fees accrued until the effective date of any termination of the Aggregate Revolving Commitments shall be paid on that the effective date of such termination. (b) The Borrower may (unless otherwise provided in refinancing condition has not been met and the applicable Incremental Term Loan Agreement), upon notice termination is 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 provided that the Borrower will continue to be responsible for any costs or expenses pursuant to Section 3.05, by 3.05 in connection with the Borrower (by notice failure to the Administrative Agent on or prior to the specified effective date) if prepay Loans resulting from 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 Commitmentsrevocation.

Termination or Reduction of Commitments. (a) The Borrower Borrowers 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. three 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 $10,000,000 5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrower Borrowers 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, the Swing Line Dollar Sublimit or the Swing Line Canadian Dollar Sublimit exceeds the amount of the Aggregate Revolving Commitments, such Letter of Credit Sublimit or such Swing Line Sublimit 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 (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 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 Pro 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 . Notwithstanding anything to the Administrative Agent, terminate any unused Incremental Term Commitments provided pursuant to the applicable Incremental Term Loan contrary in this 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 Borrowers 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 terminate Revolving Commitments of the applicable Incremental Term Lenders provided pursuant to the applicable Incremental Term Loan Agreement; provided further thatany Revolving Credit Facility on a non-pro rata basis with, a notice of termination of any unused Incremental Term and without terminating 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 under, any other transactionRevolving Credit Facility and may repay Revolving Loans under any Revolving Credit Facility on a non-pro rata basis with, in which case such notice may be revokedand without repaying the Revolving Loans under, 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 Commitmentsother Revolving Credit Facility.

Termination or Reduction of Commitments. (a) The Borrower Company may, upon notice to the Administrative AgentAgent (which notice may state that such notice is conditioned upon the consummation of a transaction which is contemplated to result in termination or reduction of the Aggregate Commitments, in which case such notice may be revoked by the Company (by notice to the Administrative Agent on or prior to the specified termination or reduction date) if such condition is not satisfied), terminate the Aggregate Revolving Commitments, or from time to time permanently reduce the Aggregate Revolving Commitments; provided provided, that (ia) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three (3) Business Days prior to the date of termination or reduction, (iib) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iiic) 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 Outstanding Amount of Revolving Outstandings Loans, Bid Loans, Swing Line Loans and L/C Obligations would exceed the Aggregate Revolving Commitments, Commitments and (ivd) if, after giving effect to any reduction of the Aggregate Revolving Commitments, the Alternative Currency Sublimit, the Bid Loan Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate 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 (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 Revolving Lenders of any such notice of termination or reduction of the Aggregate Revolving Commitments. The amount of any such Aggregate Commitment reduction shall be applied to the U.S. Dollar Sublimit, Alternative Currency Sublimit, any other Applicable Sublimit and each of the Letter of Credit Sublimits as specified by the Company. Any reduction of the Aggregate Revolving Commitments shall be applied to the Revolving Commitment of each Revolving Loan Lender according to its Pro Rata ShareApplicable Percentage. 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 Revolving CommitmentsBorrower may at any time in whole permanently terminate, or from time to time in part permanently reduce reduce, the Aggregate Revolving 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 11:00 a.m. three Business Days prior to the date of termination or reduction, in its reasonable discretion) and (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, (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 Participating Revolving Credit Commitments, such Letter of Credit Sublimit or such Swing Line Sublimit sublimit shall be automatically reduced by the amount of such excess; . Except as provided further thatin the immediately preceding sentence, a the amount of any such Revolving Credit Commitment reduction shall not be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrower. Any such notice of termination of the Aggregate Revolving Commitments or reduction pursuant to this Section 2.09(b) may state that such notice it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities or any incurrence or issuance of debt or equity or the occurrence of any other transactionfacilities), in which case such notice may be revoked, subject to Section 3.05, 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. The Administrative Agent will promptly notify satisfied or the Revolving Lenders satisfaction of such condition is delayed. (c) EachUpon any such notice of termination or reduction of the Aggregate Revolving Commitments. Any reduction of the Aggregate Revolving in theof unused Commitments hereunder shall be applied to made ratably among the Revolving Lenders in accordance with their respective applicable Commitments.of any Class, the Commitment of each Revolving Lender according to its Pro Rata Shareof 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. (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 Company may, upon notice to the Administrative Agent, terminate the Aggregate Revolving 364-Day Tranche Commitments, or from time to time permanently reduce the Aggregate Revolving 364-Day Tranche Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three Business Days prior to the date of termination or reduction, reduction (or such shorter period as the Administrative Agent may agree in its sole discretion) and (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, (iii) . The Administrative Agent will promptly notify the Borrower shall not terminate 364-Day Tranche Lenders of any such notice of termination 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 364-Day Tranche Commitments, . If such notice from the Letter of Credit Sublimit Company described above in this paragraph is given in connection with a full or the Swing Line Sublimit exceeds the amount partial refinancing of the Aggregate Revolving 364-Day Tranche Commitments, such Letter of Credit Sublimit notice may condition the reduction 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 transactionsuch refinancing, in which case such notice may be revoked, subject to Section 3.05, revoked by the Borrower Company (by notice to the Administrative Agent on or prior to the specified effective datedate of the effectiveness of such termination) if 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 364-Day Tranche Commitments shall be applied to the Revolving 364-Day Tranche Commitment of each Revolving Lender according to its Pro Rata ShareApplicable 364-Day Tranche Percentage. All commitment fees accrued until the effective date of any termination of the Aggregate Revolving 364-Day Tranche 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)Company may, upon notice to the Administrative Agent, terminate any unused Incremental Term Commitments provided pursuant to the applicable Incremental Term Loan AgreementAggregate 5-Year Tranche Commitments, or from time to time permanently reduce the Aggregate 5-Year Tranche Commitments; provided that (i) any unused Incremental Term Commitments provided pursuant such notice shall be received by the Administrative Agent not later than 11:00 a.m. three Business Days prior to the applicable Incremental Term Loan Agreement date of termination or reduction (or such shorter period as the Administrative Agent may agree in its sole discretion) and (ii) any such partial reduction shall be in an integral aggregate amount of $10,000,000 or any whole multiple of $1,000,000 (or as may otherwise be provided in excess thereof. The Administrative Agent will promptly notify the respective Incremental Term Loan Agreement); provided, that each 5-Year Tranche Lenders of any 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 or reduction of any unused Incremental Term Commitments may state that the Aggregate 5-Year Tranche Commitments. If such notice from the Company described above in this paragraph is conditioned given in connection with a full or partial refinancing of the 5-Year Tranche Commitments, such notice may condition the reduction or termination upon the effectiveness of other credit facilities or any incurrence or issuance of debt or equity or the occurrence of any other transactionsuch refinancing, in which case such notice may be revoked, subject to Section 3.05, revoked by the Borrower Company (by notice to the Administrative Agent on or prior to the specified effective datedate of the effectiveness of such termination) if such condition is not satisfied. The Administrative Agent will promptly notify the applicable Incremental Term Lenders of any such notice of termination or Any reduction of the Aggregate 5-Year Tranche Commitments shall be applied to the 5-Year Tranche Commitment of each Lender according to its Applicable 5-Year Tranche Percentage. All fees accrued until the effective date of any termination of the Aggregate 5-Year Tranche Commitments shall be paid on the effective date of such termination. (c) To the extent not previously terminated, all unused Incremental Term Commitments hereunder shall terminate on the earlier of (i) the Closing Date (after giving effect to the Loans made on such date) and (ii) the expiry of the Availability Period. The Company shall provide the Administrative Agent prompt written notice of any commitment reduction pursuant to clause (ii) hereof. (d) The Aggregate Commitments shall be automatically and permanently reduced by the amounts set forth below: (i) Following the termination in full of commitments under the Bridge Facility, 100% of the net cash proceeds of any Debt Offering or issuance of any equity securities or equity-linked securities in a capital raising transaction (in any event not including any such issuances pursuant to (i) bond hedging programs, (ii) employee stock plans, dividend reinvestment or other benefit or employee incentive arrangements, (iii) grants to employees, officers or directors in the ordinary course of business, (iv) director’s or officer’s qualifying shares and/or other nominal amounts required to be held by Holdings or any of its Subsidiaries under applicable law or pursuant to a policy of Holdings or any of its Subsidiaries, (v) customer stock ownership plans and (vi) issuances among members of the Group), in each case, on or after February 17, 2022 by the Group; and (ii) 100% of the net cash proceeds (including cash equivalents) actually received of any sale or other disposition (including as a result of casualty or condemnation) of any assets outside the ordinary course of business on or after February 17, 2022 by any member of the Group (other than net cash proceeds that are reinvested in or applied in the replacement, repair, restoration, construction or improvement of assets to be used in the business of the Group within 6 months of receipt of such proceeds (or in the case of any casualty or condemnation event, such longer period as may be reasonably required to replace or repair the affected asset)), except for (i) sales or other dispositions between or among Group members, (ii) sales or other dispositions the net cash proceeds of which do not exceed $700,000,000 in the aggregate (it being agreed, for the avoidance of doubt, that only any relevant net cash proceeds in excess of such amount in the aggregate shall be required to be applied to commitment reductions hereunder), (iii) the sale or discount of receivables and related assets in connection with receivables financing, securitization or factoring arrangements, (iii) sale and leaseback transactions, the net cash proceeds of which do not exceed $100,000,000, and (iv) net cash proceeds that are instead applied to reduce the commitments in respect of the Bridge Facility; provided, that Holdings shall notify the Administrative Agent within three Business Days of any receipt by any Group member of the proceeds described in this Section 2.06(d) which are required to be applied to reduce commitments hereunder; provided, further that all mandatory commitment reductions pursuant to this Section 2.06(d) shall be applied without penalty or premium and will be applied on a pro rata basis amongst the 364-Day Tranche Commitments and the 5-Year Tranche Commitments.

Termination or Reduction of Commitments. (a) The Borrower Company may, upon notice to the Administrative Agent, terminate the Aggregate Revolving New Vehicle Floorplan Commitments or the Aggregate Used Vehicle Floorplan Commitments, or from time to time permanently reduce the Aggregate Revolving New Vehicle Floorplan Commitments or the Aggregate Used Vehicle Floorplan Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three Business Days 30 days 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, (iii) the Borrower shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunderreduction of the Aggregate New Vehicle Floorplan Commitments, the Total Revolving Outstandings would exceed New Vehicle Floorplan Swing Line Sublimit exceeds the amount of the Aggregate Revolving New Vehicle Floorplan Commitments, and such Sublimit shall be automatically reduced by the amount of such excess, (iv) if, after giving effect to any reduction of the Aggregate Revolving Used Vehicle Floorplan Commitments, the Letter of Credit Sublimit or the Used Vehicle Floorplan Swing Line Sublimit exceeds the amount of the Aggregate Revolving Used Vehicle Floorplan 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 and (v) following any such reduction, no more than 15% of the Aggregate Revolving Commitments may state that such notice is conditioned upon be allocated to the effectiveness Aggregate Used Vehicle Floorplan Commitments. In connection with any reduction of other credit facilities the Aggregate New Vehicle Floorplan Commitments, the New Vehicle Floorplan Swing Line Lender in its discretion may suspend and/or terminate all or any incurrence a portion of the then outstanding Payment Commitments or issuance of debt or equity or Payoff Letter Commitments which shall be promptly selected by the occurrence of any other transactionCompany, in which case such notice may be revoked, subject to Section 3.05, by the Borrower (by notice an amount that corresponds to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfiedsize of said reduction. The Administrative Agent will promptly notify the Revolving applicable Lenders of any such notice of termination or reduction of the Aggregate Revolving New Vehicle Floorplan Commitments or Aggregate Used Vehicle Floorplan Commitments. Any reduction of the Aggregate Revolving New Vehicle Floorplan Commitments or Aggregate Used Vehicle Floorplan Commitments shall be applied to the Revolving Commitment of each Revolving Lender according to in accordance with (x) its Pro Rata Sharerespective Applicable New Vehicle Floorplan Percentage and (y) its respective Applicable Used Vehicle Floorplan Percentage, as the case may be. All commitment fees and interest accrued until under the New Vehicle Floorplan Facility as of the effective date of any termination of the Aggregate Revolving New Vehicle Floorplan Commitments shall be paid on the effective date of such termination. ; provided that, interest due and payable to the New Vehicle Swing Line Lender (bin such capacity) The Borrower may shall be due and payable pursuant to terms acceptable to the New Vehicle Swing Line Lender in its sole discretion. All fees and interest accrued under the Used Vehicle Floorplan Facility as of the effective date of any termination of the Aggregate Used Vehicle Floorplan Commitments shall be paid on the effective date of such termination; provided that, interest due and payable to the Used Vehicle Swing Line Lender (unless otherwise provided in the applicable Incremental Term Loan Agreementsuch capacity), upon notice shall be due and payable pursuant to terms acceptable 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 Used Vehicle Swing Line Lender 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 Commitmentsits sole discretion.

Termination or Reduction of Commitments. (a) The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Revolving CommitmentsCredit Facility, or from time to time permanently reduce the Aggregate Revolving CommitmentsCredit Facility; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 10:00 a.m. three five Business Days 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, (iii) the Borrower shall not terminate or reduce the Aggregate Revolving Commitments Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Aggregate Revolving CommitmentsCredit Facility, and (iv) if, after giving effect to any reduction of the Aggregate Revolving CommitmentsCredit Facility, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving CommitmentsCredit Facility, 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 (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 Revolving Lenders of any such notice of termination or reduction of the Aggregate Revolving CommitmentsCredit Facility. Any reduction of the Aggregate Revolving Commitments Credit Facility shall be applied to the Revolving Credit Commitment of each Revolving Lender according to its Pro Rata ShareApplicable Revolving Credit Percentage. All commitment fees accrued until the effective date of any termination of the Aggregate Revolving Commitments Credit Facility 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 aggregate Term Commitments provided pursuant shall be automatically and permanently reduced to zero immediately following 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 last day of the applicable Incremental Availability Period for the 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 satisfiedFacility. The Administrative Agent will promptly notify the applicable Incremental Term Lenders of any such notice of termination or reduction of the unused Incremental portion of the aggregate Term Commitments under this Section 2.05. Upon any reduction of the unused portion of the aggregate Term Commitments, the Term Commitment of each Term Lender shall be reduced by such Lender’s ratable portion of such reduction amount. All fees in respect of the Term Facility accrued until the effective date of any termination of the Term Facility shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) 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 will be received by the Administrative Agent not later than 11:00 10:00 a.m. three five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall will be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrower shall Company will 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, unless the 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 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 sublimit will be automatically reduced by the amount of such excess; provided further that, a . A notice of termination of the Aggregate Revolving Commitments delivered by the Company pursuant to this Section 2.07 may state that such notice is conditioned upon on the effectiveness of other credit facilities or any incurrence or issuance the availability of debt or equity or a source of funds for the occurrence prepayment in full of any other transactionthe Obligations under this Agreement, in which case case, such notice may be revoked, subject to Section 3.05, revoked by the Borrower Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. The Administrative Agent will promptly notify the Revolving Lenders of any such notice of termination or reduction of the Aggregate Revolving Commitments. Except as otherwise set forth above, the amount of any such Aggregate Commitment reduction will not be applied to the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Company. Any reduction of the Aggregate Revolving Commitments shall will be applied to the Revolving Commitment of each Revolving Lender according to its Pro Rata ShareApplicable Percentage. All commitment fees accrued until the effective date of any termination of the Aggregate Revolving Commitments shall will 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 may, upon notice to the Administrative Agent, terminate the Aggregate aggregate Revolving Credit Commitments and/or the aggregate Refinancing Revolving Credit Commitments, or from time to time permanently reduce the Aggregate aggregate Revolving Credit Commitments and/or the aggregate Refinancing Revolving Credit Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three Business Days prior to the date of such termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 1,000,000 or any whole multiple of $1,000,000 500,000 in excess thereof, (iii) the Borrower shall not terminate or reduce the Aggregate aggregate Revolving Credit Commitments or the Refinancing Revolving Credit Commitments, as applicable, if, after giving effect thereto and to any concurrent prepayments hereunder, (A) in the case of any termination or reduction of Revolving Credit Commitments, the Total Revolving Outstandings would exceed the Aggregate aggregate Revolving Credit Commitments and/or (B) in the case of any termination or reduction of Refinancing Revolving Credit Commitments, the Total Refinancing Revolving Outstandings would exceed the aggregate Refinancing Revolving Credit Commitments, and (iv) in the case of any termination or reduction of Revolving Credit Commitments, if, after giving effect to any reduction of the Aggregate aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate aggregate Revolving Credit Commitments, such Letter of Credit Sublimit or such Swing Line Sublimit 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 (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 Revolving Lenders of any such notice of termination or reduction of the Aggregate aggregate Revolving Credit Commitments and/or the aggregate Refinancing Revolving Credit Commitments. Any reduction of the Aggregate Revolving Commitments shall be applied to the Revolving Commitment of each Revolving Lender according to its Pro Rata Share. All commitment fees accrued until the effective date of any termination of the Aggregate aggregate Revolving Credit Commitments and/or the aggregate Refinancing Revolving Credit Commitments, as applicable, shall be paid on the effective date of such termination. (b) The Borrower may (unless otherwise provided in Term B Commitment of each Term B Lender shall be automatically and permanently reduced to $0 upon the applicable Incremental making of such Term Loan Agreement), upon notice to the Administrative Agent, terminate any unused Incremental B Lender’s Term Commitments provided B Loans pursuant to Section 2.01(b). The Revolving Credit Commitments shall terminate on the applicable Incremental Term Loan AgreementMaturity Date therefor. The Extended Revolving Credit Commitments, or from time to time permanently reduce any unused Incremental Term Additional Revolving Credit 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 and any Refinancing Revolving Credit Commitments shall terminate on the respective Incremental Term Loan Agreement); provided, that each such reduction shall apply proportionately to permanently reduce the unused Incremental Term Commitments of the maturity dates 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 Commitmentsthereto.

Termination or Reduction of Commitments. (a) 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 11:00 a.m. three five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 5,000,000 or any whole multiple of $1,000,000 in excess thereof, (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 reduction of the Aggregate Revolving Commitments, the Alternative Currency Sublimit, the Letter of Credit Sublimit, the HIL Sublimit, the Designated Borrower 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 . The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Except as set forth in clause (iv) above, the amount of any such Aggregate Commitment reduction shall not be applied to any Sublimit unless otherwise specified by the Company. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Revolving Commitments shall be paid on the effective date of such termination. Not more than two times per fiscal year, a notice to reduce the Aggregate Commitments hereunder may state that such notice it is conditioned upon the effectiveness of other credit facilities or any the incurrence or issuance of debt or equity other Indebtedness, the consummation of a particular Disposition or the occurrence of any other transactiona Change of Control, in which case such notice may be revoked, subject to Section 3.05, revoked by the Borrower applicable Borrower(s) (by notice to the Administrative Agent on or prior to the specified effective commitment reduction date) if 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 Pro 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 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. 12:00 noon Pacific Time three Business Days prior to the date of termination or reduction, and (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) . Notwithstanding anything to 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 thatcontrary contained herein, a notice of termination of the Aggregate Revolving Commitments delivered by the Borrower 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, 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 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 Pro Rata ShareApplicable Percentage. All commitment interest and fees accrued until the effective date of any termination of the Aggregate Revolving 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 Borrower may (unless otherwise Aggregate Commitments shall automatically terminate on the Commitment Termination Date; provided in the applicable Incremental Term Loan Agreement)that, 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 an Early Maturity Event and to the Administrative Agent extent that no Loans are outstanding (including following any payment required under Section 2.05 (assuming such payment was made on or prior the date such Early Maturity Event occurs)), a portion of the Aggregate Commitments equal to the specified effective date) if such condition is not satisfied. The Administrative Agent will promptly notify Applicable Early Maturity Amount (less the applicable Incremental Term Lenders amount of any payment required to be made under Section 2.05 in respect of such notice of termination or reduction of Early Maturity Event) for such Early Maturity Event shall automatically terminate on the unused Incremental Term Commitmentsdate such Early Maturity Event occurs.

Termination or Reduction of Commitments. (a) 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 11:00 a.m. 2:00 p.m. three Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 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 aggregate Revolving Outstandings Credit Exposure 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 (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 Revolving Credit Lenders of any such notice of termination or reduction of the Aggregate Revolving Credit Commitments. Any reduction of the Aggregate Revolving Commitments shall be applied to the Revolving Credit Commitment of each Revolving Credit Lender according to its Pro 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) . Notwithstanding anything herein to the contrary, the Borrower may rescind any notice of termination of Revolving Credit Commitments under this Section 2.10 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 Commitments, which refinancing shall not be consummated or shall otherwise be delayed. Unless previously terminated, the Term Commitments shall terminate at 5:00 p.m., New York City time, on the Effective Date. The Borrower may (unless otherwise provided in the applicable Incremental Term Loan Agreement)may, 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 Revolving Credit Commitments of the applicable Incremental Term Lenders provided pursuant any Impacted Lender in whole or in part, if no Revolving Loans are then outstanding to the applicable Incremental Term Loan Agreement; provided further that, a notice of termination of any unused Incremental Term extent the aggregate remaining Revolving Credit 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 would be revoked, subject to Section 3.05, by the Borrower (by notice at least equal 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 Commitmentsaggregate Revolving Credit Exposure.

Termination or Reduction of Commitments. (a) The Each Borrower mayshall have --------------------------------------- the right, upon not less than three Business Days' notice to the Administrative Agent, to terminate all Commitments with respect to such Borrower. Any termination of all Commitments to a Borrower shall be accompanied by prepayment in full of the Aggregate Revolving CommitmentsLoans to such Borrower then outstanding, or from time to time permanently reduce the Aggregate Revolving Commitments; provided that and payment of such Borrower's Allocation of (i) any accrued Commitment Fees payable by such notice shall be received by the Administrative Agent not later than 11:00 a.m. three Business Days prior to the date of termination or reduction, Borrower hereunder and (ii) any other accrued fees, expenses or indemnified liabilities payable by such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrower shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments 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 . The amount of the Aggregate Revolving CommitmentsCommitment shall not be affected by any Borrower's termination. Prior to such termination, such Letter the Funds shall notify the Administrative Agent in writing as to the Allocations of Credit Sublimit or such Swing Line Sublimit shall be automatically reduced by the remaining Borrowers, effective as of the termination. (b) Interest accrued on the amount of any prepayment relating to 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 and 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 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 unpaid Commitment of each Revolving Lender according to its Pro Rata Share. All commitment fees Fee accrued until the effective date of any termination of the Aggregate Revolving Commitments hereunder shall be paid on the effective date of such termination. (bc) Upon the effective date of such termination, the terminating Borrower shall no longer be obligated to pay Commitment Fees hereunder or any share of any other fees, expenses, or indemnified liabilities that may accrue thereafter (except in connection with indemnification obligations with respect to events arising prior to such termination, payment for which is not sought by the indemnified party until after such termination), and such payment obligations accruing after the date of such termination shall be allocated among the remaining Borrowers. (d) The Borrower may (unless otherwise provided in Borrowers shall have the applicable Incremental Term Loan Agreement)right, upon not less than three Business Days' notice to the Administrative Agent, terminate any unused Incremental Term to reduce irrevocably the Commitments provided pursuant of the Lenders with respect 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 all Borrowers. Any 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 be accompanied by prepayment in full of any unused Incremental Term amount by which the Loans exceed the reduced Commitments may state that then outstanding. Prior to such notice is conditioned upon reduction becoming effective, 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 Funds shall notify the Administrative Agent on or prior in writing as 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 Allocations of the unused Incremental Term CommitmentsBorrowers, effective as of the reduction.

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 11:00 a.m. noon three Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 1,000,000 or any whole multiple of $1,000,000 500,000 in excess thereof, (iii) the Borrower shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments, Commitments of all the Lenders 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 (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 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 Revolver Lender according to its Pro Rata ShareApplicable Percentage. All commitment fees accrued until up to the effective date of any termination of the Aggregate Revolving Commitments shall be paid on the effective date of such termination. (b) The . Notwithstanding anything in this Section 2.06 to the contrary, the Borrower may (unless otherwise provided in the applicable Incremental Term Loan Agreement), upon notice to the Administrative Agent, terminate rescind 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 in full of any unused Incremental Term the Aggregate Commitments may state that of all the Lenders under this Section 2.06 not later than 1:00 p.m. on the Business Day before 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 termination was scheduled to Section 3.05, by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) take place 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 would have resulted from a refinancing of the unused Incremental Term Commitments.Loans, which financing shall not be consummated or shall otherwise be delayed. 42 [SEMGROUP ENERGY PARTNERS CREDIT AGREEMENT]

Termination or Reduction of Commitments. (a) The 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. three Business Days 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, (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, 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 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 Pro Rata ShareShare 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, 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 Borrowers may, upon notice from the Administrative Borrower to the Administrative Agent, terminate the Aggregate Revolving Loan Commitments, or from time to time permanently reduce the Aggregate Revolving Loan Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three 12:00 p.m. five (5) Business Days prior to the date of termination or reductionreduction (provided that a notice of termination of the Aggregate Revolving Loan Commitments may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or condition, in which case such notice may be revoked by the Administrative Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied), (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrower Borrowers shall not terminate or reduce the Aggregate Revolving Loan Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Aggregate Revolving Loan Commitments, and (iv) if, after giving effect to any reduction of the Aggregate Revolving Loan Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving CommitmentsLoan Commitment, such the Letter of Credit Sublimit or such and/or the Swing Line Sublimit Sublimit, as applicable, 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 (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 Revolving Lenders of any such notice of termination or reduction of the Aggregate Revolving Loan Commitments. Any reduction of the Aggregate Revolving Loan Commitments shall be applied to the Revolving Loan Commitment of each Revolving Lender Lender, as the case may be, according to its Pro Rata ShareApplicable Percentage thereof. All commitment fees accrued until the effective date of any termination of the Aggregate Revolving Loan 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 may, upon notice to the Administrative Agent, terminate the Aggregate Revolving Tranche 1 Commitments, or from time to time permanently reduce the Aggregate Revolving Tranche 1 Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three one Business Days 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, 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 it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities or any incurrence or issuance of debt or equity or the occurrence of any other transactionfacilities), in which case such notice may be revoked, subject to Section 3.05, 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 Revolving Lenders of any such notice of termination or reduction of the Aggregate Revolving Tranche 1 Commitments. Any reduction of the Aggregate Revolving Tranche 1 Commitments shall be applied to the Revolving Tranche 1 Commitment of each Revolving Tranche 1 Lender according to its Pro Rata ShareApplicable Tranche 1 Percentage. All commitment fees accrued until the effective date of any termination of the Aggregate Revolving Tranche 1 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)may, upon notice to the Administrative Agent, terminate any unused Incremental Term Commitments provided pursuant to the applicable Incremental Term Loan AgreementAggregate Tranche 2 Commitments, or from time to time permanently reduce the Aggregate Tranche 2 Commitments; provided that (i) any unused Incremental Term Commitments provided pursuant such notice shall be received by the Administrative Agent not later than 11:00 a.m. one Business Day prior to the applicable Incremental Term Loan Agreement date of termination or reduction, (ii) any such partial reduction shall be in an integral aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof and (or as may otherwise be provided in the respective Incremental Term Loan Agreement); provided, that each iii) any 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 it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities or any incurrence or issuance of debt or equity or the occurrence of any other transactionfacilities), in which case such notice may be revoked, subject to Section 3.05, 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 applicable Incremental Term 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 Incremental Term Commitments hereunder shall terminate on the earlier of (i) the Closing Date (after giving effect to the Loans made on such date) and (ii) 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. (a) Unless previously terminated, the Revolving Commitments will terminate on the Revolving Maturity Date. (b) The Borrower Borrowers may, upon notice by the Parent Borrower 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. 12:00 Noon three (3) Business Days prior to the date of termination or reductionreduction (or such shorter period as the Administrative Agent may reasonably agree), (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 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 Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, (A) the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments, and (ivB) if, after giving effect to any reduction the Outstanding Amount of the Aggregate Revolving Commitments, all Letters of Credit would exceed the Letter of Credit Sublimit or Sublimit, (C) the Outstanding Amount of all Swing Line Loans would exceed the Swing Line Sublimit or (D) the Outstanding Amount of all Revolving Committed Loans denominated in Alternative Currencies exceeds an amount equal to 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 Alternative Currency Sublimit. Each notice of termination of shall specify such election to terminate and 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 (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfieddate thereof. 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 Aggregate Revolving Commitment reduction shall not be applied to the Alternative Currency Sublimit or the Letter of Credit Sublimit unless otherwise specified by the Parent Borrower. Any reduction of the Aggregate Revolving Commitments shall be applied to the Revolving Commitment of each Revolving Lender according to its Pro Rata ShareApplicable Percentage. 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 . A notice delivered by the Parent 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 this Section 2.07 may state that such notice is conditioned upon an event, such as the effectiveness of other credit facilities or any incurrence or facilities, the receipt of proceeds from the issuance of debt Equity Interests or equity other Indebtedness or the occurrence receipt of any other transactionproceeds from a Disposition, in which case such notice may be revoked, subject to Section 3.05, 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. 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 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 (ia) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three five Business Days prior to the date of termination or reduction, (iib) 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, (iiic) 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 (ivd) if, after giving effect to any reduction of the Aggregate Revolving CommitmentsCommitments (plus any Cash Collateralization of the L/C Obligations hereunder), the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving CommitmentsCommitments (plus any Cash Collateralization of the L/C Obligations hereunder), such Letter of Credit Sublimit or such Swing Line Sublimit sublimit shall be automatically reduced by the amount of such excess; provided further that, a . The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Letter of Credit Sublimit, Swingline Sublimit, or the Aggregate Revolving Commitments Commitments. Any notice delivered by the Company pursuant to this Section 2.06 may state that such notice is conditioned upon the effectiveness of other credit facilities one or any incurrence or issuance of debt or equity or the occurrence of any other transactionmore events specified therein, in which case such notice may be revoked, subject to Section 3.05, revoked by the Borrower Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. The Administrative Agent will promptly notify the 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 Pro Rata ShareApplicable Percentage. 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 . On the Full Availability Expiration Date, the Aggregate Commitments shall be automatically reduced by $1,250,000,000, which reduction shall be allocated to reduce each Lender’s Commitment ratably in accordance with the Lenders’ respective Commitments; provided in that for the applicable Incremental Term Loan Agreement)avoidance of doubt, 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 no such reduction shall apply proportionately to permanently reduce or otherwise affect 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 CommitmentsInterim Availability.

Termination or Reduction of Commitments. (a) The Commitments under any Facility may be terminated or permanently reduced in whole or in part by notice from 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 thereof must be received by the Administrative Agent not later than 11:00 a.m. three 1:00 p.m. (New York time) at least five (5) Business Days prior to the date of reduction or termination or reduction, (ii) and any such partial reduction or terminations shall be in an aggregate a minimum amount of $10,000,000 or any whole multiple 1,000,000 and integral multiples of $1,000,000 in excess thereof, ; (iiiii) the Borrower shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments and Cash Collateralization hereunder, the Total Outstanding Amount of Revolving Outstandings Obligations thereunder would exceed the Aggregate Revolving Commitments, ; and (iviii) if, after giving effect to any reduction or termination of the Aggregate Revolving Commitments, the Letter of Credit Alternative Currency Sublimit, the L/C Sublimit or the Swing Line Swingline Sublimit exceeds the amount of the Aggregate Revolving Commitments, such Letter of Credit Sublimit or such Swing Line Sublimit sublimit shall be automatically reduced by the amount of such excess; . The Administrative Agent will give prompt notice to the Lenders of any such termination of or reduction in Commitments. Except as provided further thatin clause (iii) above, a the amount any reduction of the Aggregate Revolving Commitments shall not be applied to the Alternative Currency Sublimit, the L/C Sublimit or the Swingline Sublimit unless otherwise specified by the Borrower. Any termination or reduction of any Commitments under any Facility shall be applied to the Commitment of each applicable Lender under such Facility according to its Pro Rata Share of such Facility. All commitment or other fees accrued with respect to any Commitment through the effective date of any termination thereof shall be paid on the effective date of such termination. A notice of termination of the Aggregate Revolving Commitments delivered by the Borrower shall be irrevocable except that such notice may state that such notice it is conditioned upon the effectiveness of other credit facilities or any incurrence or issuance of debt or equity or the occurrence of any other transactionfacilities, in which case such notice may be revoked, subject to Section 3.05, 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 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 Pro 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 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 will be received by the Administrative Agent not later than 11:00 a.m. three five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall will be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrower shall will 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, unless the Total Outstandings consist solely of the Outstanding Amount of L/C Obligations and the Borrower has concurrently Cash Collateralized the Outstanding Amount of L/C Obligations, and (iv) if, after giving effect to any reduction of the Aggregate Revolving Commitments, the Alternative Currency Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Commitments, such Letter of Credit Sublimit or such Swing Line Sublimit shall will be automatically reduced by the amount of such excess; provided further that, a . A notice of termination of the Aggregate Revolving Commitments delivered by the Borrower pursuant to this Section 2.07 may state that such notice is conditioned upon on the effectiveness of other credit facilities or any incurrence or issuance the availability of debt or equity or a source of funds for the occurrence prepayment in full of any other transactionthe Obligations under this Agreement, in which case case, such notice may be revoked, subject to Section 3.05, 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 Revolving Lenders of any such notice of termination or reduction of the Aggregate Revolving 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 Borrower. Any reduction of the Aggregate Revolving Commitments shall will be applied to the Revolving Commitment of each Revolving Lender according to its Pro Rata ShareApplicable Percentage. All commitment fees accrued until the effective date of any termination of the Aggregate Revolving Commitments shall will 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 Unless terminated earlier pursuant to subsection (b) below, the Commitments shall be automatically and permanently reduced to zero on the Maturity Date. (b) Following the Closing Date, the Borrower may, upon 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 10:00 a.m. three Business Days 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, (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 aggregate amount of the Lenders’ Revolving Outstandings Credit Exposures 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 the Letter of Credit Sublimit or such Swing Line Sublimit shall be automatically reduced by the amount of such excess; provided further thatprovided, further, that a notice of termination or reduction of the Aggregate Revolving Commitments delivered may state that such notice is conditioned upon the effectiveness of other credit facilities or any incurrence or the receipt of the proceeds from the issuance of debt or equity other Indebtedness or the occurrence of any some other transactionidentifiable event or condition, in which case such notice may be revoked, subject to Section 3.05, revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective datedate of termination or reduction) if 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 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 Revolving Lender according to its Pro Rata ShareApplicable Percentage. 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 may, upon notice to the Administrative Agent, terminate the Aggregate Revolving Commitments, or from time to time permanently reduce the Aggregate Revolving Commitments, in whole or in part; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. 12:00 p.m. three Business Days prior to the date of termination or reduction, (ii) any such termination or reduction shall be made on a pro rata basis, (iii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iiiiv) 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 (ivv) 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 . 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 Revolving Commitments may state that such notice is conditioned upon the effectiveness of other credit facilities or other financing transactions, and if any incurrence or issuance of debt or equity or the occurrence of any other transaction, in which case such notice so states it may be revoked, subject to Section 3.05, revoked by the Borrower (by notice to the Administrative Agent on or prior to the date specified effective date) if such condition is not satisfied. The Administrative Agent will promptly notify for 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 Pro Rata Share. All commitment fees accrued until the effective date of any termination of the Aggregate Revolving Commitments shall be paid on that the effective date of such termination. (b) The Borrower may (unless otherwise provided in refinancing condition has not been met and the applicable Incremental Term Loan Agreement), upon notice termination is 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 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 Revolving Commitments, or from time to time permanently reduce the Aggregate Revolving Commitments; provided that (i) any such notice shall be received by the Lead Administrative Agent not later than 11:00 a.m. 12:00 noon three Business Days prior to the date of termination or reduction, or such later time as the Lead Administrative Agent may agree in its reasonable discretion, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrower shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments 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 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 (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. The Lead 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 Aggregate Commitment reduction shall not be applied to the Letter of Credit Sublimit unless otherwise specified by the Borrower. Any reduction of the Aggregate Revolving Commitments shall be applied to the Revolving Commitment of each Revolving Lender according to its Pro Rata ShareApplicable Percentage. 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 Borrowers may, upon notice to the Administrative Agent, terminate the Aggregate Revolving CommitmentsCommitments and this Agreement, or from time to time permanently reduce the Aggregate Revolving CommitmentsCommitments under this Agreement; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three Business Days prior to the date of termination or reduction, (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) the Borrower Borrowers shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments prepayment and/or Cash Collateralization 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 (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 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 Pro Rata Share; provided that, during any period in which a Lender is a Defaulting Lender, the Borrowers may (in their discretion) apply all or any portion to be specified by the Borrowers of any optional reduction of unused Aggregate Commitments under this Section 2.05 to the 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 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 . Notwithstanding 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 termination of the applicable Incremental Term Lenders provided pursuant to Aggregate Commitments, this Agreement shall not terminate, and 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 obligations of the unused Incremental Term CommitmentsBorrowers 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 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 11:00 a.m. three Business Days (or, solely to the extent that there are no Credit Extensions outstanding in respect of the Commitments which are to be reduced or terminated, 12:00 noon) on the date of termination or reduction, provided further if any Outstanding Amount shall be denominated in an Alternative Currency or Special Notice Currency and would be repaid in connection with such termination or reduction, the Administrative Agent shall receive such notice 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 $10,000,000 5,000,000 or any whole multiple of $1,000,000 in excess thereof, (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 reduction of the Aggregate Revolving Commitments, the Letter of Credit Sublimit Sublimit, or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Commitments, such Letter of Credit Sublimit or 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 (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 Revolving Lenders of any such notice of termination or reduction of the Aggregate Revolving Commitments. The amount of any such Aggregate Commitment reduction shall not be applied to the 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 Revolving Commitment of each Revolving Lender according to its Pro Rata ShareApplicable Percentage. 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 (Additional Commitments shall automatically terminate on the Additional Commitment Termination Date, unless otherwise provided in the applicable Incremental Term Loan Agreement), upon notice to Additional Commitment Availability Date shall have occurred on or prior thereto. Any termination of the Administrative Agent, terminate any unused Incremental Term Additional 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 this Section 2.07(b) shall be provided in the respective Incremental Term Loan Agreement); provided, that each such reduction permanent. The Company 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 notify the Administrative Agent on or prior upon the termination of the Additional Commitments pursuant to this Section 2.07(b) and the specified effective date) if such condition is not satisfied. The Administrative Agent will shall promptly notify the applicable Incremental Term Lenders each Lender upon receipt of any such notice of termination or reduction of the unused Incremental Term Commitmentsnotice.

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 11:00 a.m. three 12:00 p.m. five Business Days prior to the date of termination or reductionreduction or such lesser amount of time as the Administrative Agent may agree, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrower shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments 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 termination is conditioned upon the effectiveness of other credit facilities or any incurrence one or issuance of debt or equity or the occurrence of any more other transactionevents specified therein, in which case such notice may be revoked, subject to Section 3.05, 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, and (v) 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 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. 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 Revolving Commitments shall be applied to the Revolving Commitment of each Revolving Lender according to its Pro Rata ShareApplicable Percentage. 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 Company may, upon notice to the Administrative Agent, terminate the Aggregate Revolving (USD/MC) Commitments or the Aggregate (MXN) Commitments, or from time to time permanently reduce the Aggregate Revolving (USD/MC) Commitments or the Aggregate (MXN) Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three Noon five Business Days 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, (iii) the Borrower Company shall not terminate or reduce (A) the Aggregate Revolving (USD/MC) Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving (USD/MC) Outstandings would exceed the Aggregate Revolving (USD/MC) Commitments or (B) the Aggregate (MXN) Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total (MXN) Outstandings would exceed the Aggregate (MXN) Commitments, and (iv) if, after giving effect to any reduction of the Aggregate Revolving (USD/MC) Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving (USD/MC) Commitments, such Letter Sublimit shall be automatically reduced by the amount of Credit such excess and (v) if, after giving effect to any reduction of the Aggregate Commitments, the Alternative Currency Sublimit or exceeds the amount of the Aggregate Commitments, 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 (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 Revolving Lenders of any such notice of termination or reduction of the Aggregate Revolving (USD/MC) Commitments or Aggregate (MXN) Commitments. The amount of any such Aggregate (USD/MC) Commitment reduction or Aggregate (MXN) Commitment reduction shall not be applied to the Alternative Currency Sublimit unless otherwise specified by the Company. The amount of any such Aggregate (USD/MC) Commitment reduction shall not be applied to the Letter of Credit Sublimit unless otherwise specified by the Company. Any reduction of the Aggregate Revolving (USD/MC) Commitments shall be applied to the Revolving USD/MC Commitment of each Revolving Lender according to its Pro Rata ShareApplicable (USD/MC) Percentage. Any reduction of the Aggregate (MXN) Commitments shall be applied to the MXN Commitment of each Lender according to its Applicable (MXN) Percentage. All commitment fees accrued until the effective date of any termination of the Aggregate Revolving (USD/MC) Commitments or Aggregate (MXN) Commitments, as the case may be, shall be paid on the effective date of such termination. (b) The Borrower may Aggregate (unless otherwise provided in USD/MC) Commitments shall automatically be reduced, on a pro rata basis among the applicable Incremental Term Loan Agreement)Lenders, 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 by $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 100,000,000 immediately following the effectiveness of other credit facilities or any incurrence or issuance the Closing Date and as of debt or equity or the occurrence first day of any other transactioneach Seasonal Decrease Period; provided that, the Company may elect, in which case such notice may be revokedits sole discretion, subject to Section 3.05, maintain the Aggregate (USD/MC) Commitments during any Seasonal Decrease Period at the same level as in effect during the then current Seasonal Increase Period by the Borrower (by notice to giving the Administrative Agent on or prior to notice of the specified effective date) if same not later than the 10th Business Day preceding the first day of such condition is not satisfiedSeasonal Decrease Period (the “Seasonal Commitment Notice”). The Administrative Agent will promptly notify Aggregate (USD/MC) Commitments shall be automatically increased, on a pro rata basis among the applicable Incremental Term Lenders of any such notice of termination or reduction Lenders, by $100,000,000 as of the unused Incremental Term Commitmentsfirst day of each Seasonal Increase Period following a Seasonal Decrease Period for which a Seasonal Commitment Notice was not provided.

Termination or Reduction of Commitments. (a) The Borrower Company may, upon notice to the Administrative Agent, terminate the Aggregate Revolving Commitments, Credit Commitment or from time to time permanently reduce the Aggregate Revolving CommitmentsCredit Commitment; provided that (ia) any such notice shall be received by the Administrative Agent not later than 11:00 8:00 a.m. three five Business Days prior to the date of termination or reduction, (iib) 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, (iiic) the Borrower Company shall not terminate or reduce the Aggregate Revolving Commitments Credit Commitment if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Aggregate Revolving Commitments, Credit Commitment and (ivd) if, after giving effect to any reduction of the Aggregate Revolving CommitmentsCredit Commitment, the Alternative Currency Sublimit, the Letter of Credit Sublimit, the Designated Borrower Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving CommitmentsCredit Commitment, 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 (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 Revolving Lenders of any such notice of termination or reduction of the Aggregate Revolving CommitmentsCredit Commitment. Except as specified in clause (d) of the second preceding sentence, the amount of any such Aggregate Revolving Credit Commitment reduction shall not be applied to the Alternative Currency Sublimit or the Letter of Credit Sublimit unless otherwise specified by the Company. Any reduction of the Aggregate Revolving Commitments Credit Commitment shall be applied to the Aggregate Revolving Credit Commitment of each Revolving Lender according to its Pro Rata ShareApplicable Percentage. All commitment fees accrued until the effective date of any termination of the Aggregate Revolving Commitments Credit Commitment 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 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 11:00 a.m. three five (5) Business Days 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, (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 reduction of the Aggregate Revolving Commitments, the Alternative Currency Sublimit, Canadian Dollar Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Commitments, such Letter of Credit Sublimit or such Swing Line Sublimit 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 (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 Revolving Lenders of any such notice of termination or reduction of the Aggregate Revolving Commitments. Subject to clause (iv) of the proviso to the first sentence in this Section 2.07, the amount of any such Aggregate Revolving Commitment reduction shall not be applied to the Alternative Currency Sublimit, the Canadian Dollar Sublimit, the 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 Revolving Commitment of each Revolving Lender according to its Pro Rata ShareApplicable Percentage. 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 Company may, upon notice to the Administrative Agent, terminate the Aggregate Revolving CommitmentsCredit Facility, or from time to time permanently reduce the Aggregate Revolving CommitmentsCredit Facility; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 10:00 a.m. three five Business Days 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, (iii) the Borrower Company shall not terminate or reduce the Aggregate Revolving Commitments Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Aggregate Revolving CommitmentsCredit Facility, and (iv) if, after giving effect to any reduction of the Aggregate Revolving CommitmentsCredit Facility, the Alternative Currency Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving CommitmentsCredit Facility, such Letter of Credit Sublimit or such Swing Line Sublimit 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 (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 Revolving Credit Lenders of any such notice of termination or reduction of the Aggregate Revolving CommitmentsCredit Facility. The amount of any such Revolving Credit Facility reduction shall not be applied to the Alternative Currency Sublimit or the Letter of Credit Sublimit unless otherwise specified by the Company. Any reduction of the Aggregate Revolving Commitments Credit Facility shall be applied to the Revolving Credit Commitment of each Revolving Credit Lender according to its Pro Rata ShareApplicable Revolving Credit Percentage (other than a reduction pursuant to Section 2.14(f)). All commitment fees accrued until the effective date of any termination of the Aggregate Revolving Commitments Credit Facility 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 aggregate Term Commitments provided pursuant shall be automatically and permanently reduced to zero on 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 date of the applicable Incremental Term Lenders provided pursuant to Borrowing on 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 CommitmentsClosing Date.

Termination or Reduction of Commitments. (a) The Borrower Company may, upon notice to the Administrative Agent, terminate the Aggregate Revolving CommitmentsCredit Facility or the Swing Line Sublimit, or from time to time permanently reduce the Aggregate Revolving CommitmentsCredit Facility or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three (3) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrower Company shall not terminate or reduce the Aggregate Revolving Commitments Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Aggregate Revolving Commitments, and Credit Facility; (iv) if, after giving effect to any reduction of the Aggregate Revolving CommitmentsCredit Facility, the Letter of Credit Swing Line Sublimit, the Bid Loan Sublimit or the Swing Line Bid Loan Requested Currency Sublimit exceeds the amount of the Aggregate Revolving CommitmentsCredit Facility, such Letter of Credit the Swing Line Sublimit, the Bid Loan Sublimit or such Swing Line Sublimit the Bid Loan Requested Currency Sublimit, as the case may be, 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 and (v) any such notice is may be conditioned upon the effectiveness of other credit facilities or any incurrence or issuance of debt or equity Indebtedness or the occurrence of any one or more 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 transactions or prior to the specified effective date) if such condition is not satisfiedevents. The Administrative Agent will promptly notify the Revolving Credit Lenders of any such notice of termination or reduction of the Aggregate Revolving CommitmentsCredit Facility. Any reduction of the Aggregate Revolving Commitments Credit Facility shall be applied to the Revolving Credit Commitment of each Revolving Lender according to its Pro Rata ShareShare of the Revolving Credit Facility. All commitment facility and utilization fees accrued until the effective date of any termination of the Aggregate Revolving Commitments Credit Facility 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 Revolving 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. three five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Revolving 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 Sublimit, the Swing Line Sublimit, the New Vehicle Swing Line Sublimit or any Within Line Limitation exceeds the amount of the Aggregate Revolving Commitments, such Letter of Credit Sublimit sublimit or such Swing Within Line Sublimit Limitation 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 (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 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 Pro Rata ShareApplicable Percentage. 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 . Notwithstanding the foregoing, the Revolving Borrower may (unless otherwise provided in the applicable Incremental Term Loan Agreement), upon notice to the Administrative Agent, terminate rescind or postpone 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 termination would have resulted from a refinancing of any such notice of termination all or reduction a portion of the unused Incremental Term CommitmentsCommitments hereunder, which refinancing shall not be consummated or shall otherwise be delayed.

Termination or Reduction of Commitments. (a) The Borrower may, at its discretion on any date, upon written 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. three five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of at least $10,000,000 or any whole multiple of $1,000,000 in excess thereof500,000 or, if less, the entire Aggregate Commitments, (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 the Alternative Currency Sublimits will remain a percentage of the Aggregate Revolving Commitments (i.e., will reduce pro rata with the Aggregate Commitments, ) and the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of will be reduced pro rata with 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 (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 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 Pro Rata ShareApplicable Percentage. 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 . Notwithstanding anything herein to the contrary, 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 rescind any such notice of not later than 1:00 p.m. on the Business Day before such termination or reduction was scheduled to take place if such termination would have resulted from a refinancing of the unused Incremental Term Commitments, which refinancing shall not be consummated or shall otherwise be delayed.

Termination or Reduction of Commitments. (a) 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 11:00 a.m. three five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 5,000,000 or any whole multiple of $1,000,000 in excess thereof, (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 reduction of the Aggregate Revolving Commitments, the Alternative Currency Sublimit, the Letter of Credit Sublimit, the HIL Sublimit, the Designated Borrower 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 (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 Revolving Credit Lenders of any such notice of termination or reduction of the Aggregate Revolving Commitments. Except as set forth in clause (iv) above, the amount of any such Aggregate Revolving Commitment reduction shall not be applied to any Sublimit unless otherwise specified by the Company. Any reduction of the Aggregate Revolving Commitments shall be applied to the Revolving Commitment of each Revolving Lender according to its Pro Rata ShareApplicable Revolving Percentage. 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. Not more than two times per fiscal year, a notice of termination of any unused Incremental Term to reduce the Aggregate Revolving Commitments hereunder may state that such notice it is conditioned upon the effectiveness of other credit facilities or any the incurrence or issuance of debt or equity other Indebtedness, the consummation of a particular Disposition or the occurrence of any other transactiona Change of Control, in which case such notice may be revoked, subject to Section 3.05, revoked by the Borrower applicable Borrower(s) (by notice to the Administrative Agent on or prior to the specified effective commitment reduction 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 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 11:00 a.m. three 12:00 noon five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 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 aggregate Revolving Outstandings Credit Exposure would exceed the Aggregate Revolving Credit 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 (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 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 Pro Rata Share. All 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. (b) The . Notwithstanding anything herein to the contrary, the Borrower may (unless otherwise provided in the applicable Incremental Term Loan Agreement), upon notice to the Administrative Agent, terminate rescind 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 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 may state that such notice is conditioned upon in effect on the effectiveness Closing Date shall automatically terminate at the earlier to occur of other credit facilities or any incurrence or issuance (a) 5:00 p.m. on the Closing Date and (b) the making of debt or equity or the occurrence of any other transaction, in which case such notice may be revoked, subject Term Loans pursuant 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 Commitments2.01(b).

Termination or Reduction of Commitments. (a) The Borrower Company may, at any time or from time to time, upon notice to the Administrative Agent, terminate entirely, or permanently reduce, the Aggregate Revolving CommitmentsCommitments to an amount not less than the Outstanding Amount of Revolving Loans, or from time to time permanently reduce the Aggregate Revolving CommitmentsSwing Line Loans and L/C Obligations; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. 12:00 noon three (3) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 2,000,000 or any whole multiple of $1,000,000 in excess thereof, 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 Alternative Currency Sublimit, the Financial Letter of Credit Sublimit, the Foreign Borrower Sublimit or the any Swing Line Sublimit exceeds the amount of the Aggregate Revolving Commitments, such Letter of Credit Sublimit or such Swing Line Sublimit 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 (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 Revolving Lenders of any such notice of termination or reduction of the Aggregate Revolving Commitments. The amount of any such Aggregate Revolving Commitment reduction shall not be applied to the Alternative Currency Sublimit or the Financial Letter of Credit Sublimit unless otherwise specified by the Company. Any reduction of the Aggregate Revolving Commitments shall be applied to the Revolving Commitment of each Revolving Lender according to its Pro Rata Share. All commitment fees accrued with respect thereto 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 At the applicable Incremental Company’s option, the unutilized portion of any Delayed Draw 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 be irrevocably cancelled in whole or in part at 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 time prior to the specified effective date) if such condition is not satisfiedAcquisition Closing Date without penalty. The Administrative Agent will promptly notify aggregate Delayed Draw Term Loan Commitments shall be automatically and permanently reduced to zero on the applicable Incremental Term Lenders of any such notice of termination or reduction date of, and after giving effect to, the Borrowing of the unused Incremental Delayed Draw Term CommitmentsLoans.

Termination or Reduction of Commitments. (a) The Borrower may, upon notice to the 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 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. 12:00 noon three Business Days prior to the date of termination or reduction, or such later time as the Administrative Agent may agree in its reasonable discretion, (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, (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 Alternative Currency Sublimit, the Letter of Credit Sublimit Sublimit, or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Commitments, such Letter of Credit Sublimit or 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 (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 Revolving Lenders of any such notice of termination or reduction of the Aggregate Revolving 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 Revolving Commitments shall be applied to the Revolving Commitment of each Revolving Lender according to its Pro Rata ShareApplicable Percentage. 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 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 11:00 a.m. three five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 5,000,000 or any whole multiple of $1,000,000 in excess thereof, or the entire remaining Aggregate Revolving Credit Commitments, (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 Revolving Outstandings would exceed the Aggregate Revolving Credit Commitments, and (iv) if, after giving effect to any reduction of the Aggregate Revolving Credit Commitments, the Alternative Currency Sublimit, the Letter of Credit - BA Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit Commitments, such Letter of Credit Sublimit or such Swing Line Sublimit 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 (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 Revolving Lenders of any such notice of termination or reduction of the Aggregate Revolving Credit Commitments. The amount of any such Aggregate Revolving Credit 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 Revolving Credit Commitments shall be applied to the Revolving Credit Commitment of each Revolving Lender according to its Pro Rata Revolving Share. All 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. (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 Commitments hereunder may be permanently terminated or reduced in whole or in part by notice from 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 thereof must be received by the Administrative Agent not later than 11:00 a.m. three 12:00 noon (New York time) at least five (5) Business Days prior to the date of reduction or termination or reduction, (ii) and any such partial reduction or terminations shall be in an aggregate a minimum amount of $10,000,000 or any whole multiple 1.0 million and integral multiples of $1,000,000 1.0 million in excess thereof, ; (iiiii) the Borrower shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments and Cash Collateralization hereunder, the Total Outstanding Amount of Revolving Outstandings Obligations thereunder would exceed the Aggregate Revolving Commitments, ; and (iviii) if, after giving effect to any reduction or termination of the Aggregate Revolving Commitments, the Letter of Credit Alternative Currency Sublimit, the L/C Sublimit or the Swing Line Swingline Sublimit exceeds the amount of the Aggregate Revolving Commitments, such Letter of Credit Sublimit or such Swing Line Sublimit sublimit shall be automatically reduced by the amount of such excess; . The Administrative Agent will give prompt notice to the Lenders of any such termination of or reduction in Commitments. Except as provided further thatin clause (iii) above, a the amount of any reduction of the Aggregate Revolving Commitments shall not be applied to the Alternative Currency Sublimit, the L/C Sublimit or the Swingline Sublimit unless otherwise specified by the Borrower. Any termination or reduction of any Revolving Commitments shall be applied to the Revolving Commitment of each applicable Lender according to its Revolving Commitment Percentage. All commitment or other fees accrued with respect to any Commitment through the effective date of any termination thereof shall be paid on the effective date of such termination. A notice of termination of the Aggregate Revolving Commitments delivered by the Borrower shall be irrevocable except that such notice may state that such notice it is conditioned upon the effectiveness of other credit facilities or any incurrence or issuance of debt or equity or the occurrence of any other transactionfacilities, in which case such notice may be revoked, subject to Section 3.05, 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 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 Pro 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 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. three Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrower shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments 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 Alternative Currency Sublimit, the Bid Loan Sublimit or 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 any such excess; provided further that, a . 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 Revolving Commitments delivered by the Borrower 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 transactionfacilities, in which case and such notice may be revoked, subject to Section 3.05, 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 ; provided, however, the Borrower shall be responsible for all reasonable out-of-pocket costs and expenses of the Administrative Agent will promptly notify and the Revolving Lenders caused by the revocation of any 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 Alternative Currency Sublimit, the Bid Loan Sublimit or the Letter of Credit Sublimit unless otherwise specified by the Aggregate Revolving CommitmentsBorrower. Any reduction of the Aggregate Revolving Commitments shall be applied to the Revolving Commitment of each Revolving Lender according to its Pro Rata ShareApplicable Percentage. 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 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. three five (5) Business Days 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, (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 Alternative Currency Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Commitments, such Letter of Credit Sublimit or such Swing Line Sublimit 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 (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 Revolving Lenders of any such notice of termination or reduction of the Aggregate Revolving Commitments. Subject to clause (iv) of the proviso to the first sentence in this Section 2.07, the amount of any such Aggregate Revolving Commitment reduction shall not be applied to the Alternative Currency Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrower. Any reduction of the Aggregate Revolving Commitments shall be applied to the Revolving Commitment of each Revolving Lender according to its Pro Rata ShareApplicable Percentage. 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) [Reserved]. (c) [Reserved]. (d) The Borrower may (unless otherwise provided in aggregate Term A Loan Commitments shall be automatically permanently reduced to zero on 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 date of the applicable Incremental Borrowing of Term Lenders provided pursuant A Loans. (e) The aggregate Delayed Draw Term A Loan Commitments shall be automatically permanently reduced to zero on the applicable Incremental Delayed Draw Term A Loan Agreement; provided further that, a notice of termination of any unused Incremental Termination Date. (f) The aggregate Term B Loan Commitments may state that such notice is conditioned upon shall be automatically permanently reduced to zero on 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 date of the unused Incremental Borrowing of Term CommitmentsB Loans.

Termination or Reduction of Commitments. (a) The Borrower mayLoan Party Representative may on behalf of the Borrowers, upon notice to the Senior 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 Senior Administrative Agent not later than 11:00 a.m. three Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrower Loan Party Representative on behalf of the Borrowers 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 any 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 (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. The Senior 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 Pro Rata ShareApplicable Percentage. 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 On any date that any Revolving Loans are required to be prepaid, Swing Line Loans are required to be prepaid, and/or the L/C Obligations are required to be paid or Cash Collateralized as a result of a prepayment required by Section 2.05(b) (unless or would be so required if any Revolving Loans, Swing Line Loans or L/C Obligations were outstanding), the Revolving Commitments shall, except as otherwise provided in the applicable Incremental Term Loan AgreementSection 2.05(c)(iii), upon notice to be automatically and permanently reduced by the Administrative Agenttotal amount of such required prepayments and Cash Collateral; provided that, terminate regardless of whether any unused Incremental Term Revolving Loans, Swing Line Loans or L/C Obligations are outstanding, the Revolving Commitments provided pursuant to the applicable Incremental Term Loan Agreement, or from time to time shall be automatically and 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 reduced in the respective Incremental Term Loan Agreementamounts and under the conditions and times specified in Section 2.05(c)(ii); 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 Senior Administrative Agent will promptly notify the applicable Incremental Term Revolving Lenders of any such notice of termination or reduction of the unused Incremental Revolving Commitments. Any reduction of the Revolving Commitments shall be applied to the Revolving Commitment of each Revolving Lender according to its Applicable Percentage. The Revolving Commitments shall terminate on the Maturity Date. (c) The Commitments to make Tranche B Term CommitmentsLoans shall be automatically and permanently reduced to $0 on the Closing Date after giving effect to the Tranche B Term Borrowings on the Closing Date. (d) The Commitments to make Tranche C Term Loans shall be automatically and permanently reduced to $0 on the Closing Date after giving effect to the Tranche C Term Borrowings on the Closing Date. (e) The Commitments to make Tranche D Term Loans shall be automatically and permanently reduced to $0 on the Closing Date after giving effect to the Tranche D Term Borrowings on the Closing Date.

Termination or Reduction of Commitments. (a) The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Revolving Commitments, 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. three five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 5,000,000 or any whole a higher integral multiple of $1,000,000 in excess thereof, (iii) and the Borrower shall may not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, an amount less than 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 (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfiedOutstandings. The Administrative Agent will promptly notify the Revolving Lenders of its receipt of any such notice of termination or reduction of the Aggregate Revolving Commitments. . (b) If any principal payment (other than any regularly scheduled principal payment) of the Senior Notes (a "Mandatory Senior Note Prepayment") is required to be made pursuant to the Senior Note Agreement, the Aggregate Commitments shall be permanently and irrevocably reduced by the amount (rounded upward, if necessary, to an integral multiple of $100,000) necessary so that the ratio of the amount of such reduction to the Aggregate Commitments prior to giving effect to such reduction is equal to the ratio of such Mandatory Senior Note Prepayment to the aggregate outstanding principal amount of the Senior Notes prior to giving effect to such Mandatory Senior Note Prepayment. (c) The Aggregate Commitments shall be permanently and irrevocably reduced concurrently with the receipt by the Borrower or any Subsidiary of any Net Cash Proceeds from the sale of the headquarters facility of the Borrower by an amount (rounded down, if necessary, to an integral multiple of $100,000) equal to the Lender Percentage of such Net Cash Proceeds; provided that the amount of any reduction in the Aggregate Commitments required pursuant to this clause (c) shall be reduced by the amount of any reduction of the Aggregate Commitments pursuant to clause (b) resulting from the sale of such headquarters facility. (d) Any reduction of the Aggregate Revolving Commitments shall be applied to the Revolving Commitment of each Revolving Lender according to its Pro Rata Share. All commitment fees accrued until the effective date of any 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 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. three 12:00 noon five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrower shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments 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 Alternative Currency Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Commitments, such Letter of Credit Sublimit or such Swing Line Sublimit sublimit shall be automatically reduced by the amount of such excess; provided further that, that a notice of termination of the Aggregate Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or any incurrence or issuance of debt or equity or upon the occurrence closing of any other transactionacquisition or disposition, in which case such notice may be revoked, subject to Section 3.05, revoked by the Borrower (by written notice to the Administrative Agent delivered on or prior to the specified effective date that is one (1) Business Day prior to such termination date) if such condition is not satisfied. The Administrative Agent will promptly notify the Revolving Lenders of any such notice of termination or reduction of the Aggregate Revolving 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 Revolving Commitments shall be applied to the Revolving Commitment of each Revolving Lender according to its Pro Rata ShareApplicable Percentage. 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 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 10:00 a.m. three five Business Days 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, (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 (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 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 Pro Rata ShareApplicable Percentage. 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 Notwithstanding that Committed Term Loans may (unless otherwise provided in the applicable Incremental Term Loan Agreementnot be prepaid or repaid and reborrowed under Section 2.01(b), upon notice to the Administrative Agent, terminate any unused Incremental Aggregate Term Commitments (and the Term Commitment of each Term Lender) shall continue in existence after the Amendment and Restatement Effective Date; provided pursuant to that the applicable Incremental Term Loan Agreement, or from time to time permanently reduce any unused Incremental Aggregate Term Commitments provided pursuant to (and the applicable Incremental Term Loan Agreement in an integral multiple Commitment of $1,000,000 (each Term Lender on a pro rata basis) shall automatically be reduced by the amount of each payment 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 prepayment of the applicable Incremental Committed 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 CommitmentsLoans.

Termination or Reduction of Commitments. (a) Unless previously terminated, the Revolving Commitments of each Class will terminate on the applicable Revolving Maturity Date for such Class. On the Closing Date (after giving effect to the funding of the Term Loans to be made on such date) the Term Loan Commitments of each Lender as of the Closing Date will terminate. (b) The Borrower Borrowers 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. 12:00 Noon three (3) Business Days prior to the date of termination or reductionreduction (or such shorter period as the Administrative Agent may reasonably agree), (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 5,000,000 or any whole multiple of $1,000,000 in excess thereof, thereof and (iii) the Borrower Borrowers shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, (A) the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments, and (ivB) if, after giving effect to any reduction the Outstanding Amount of the Aggregate Revolving Commitments, Letters of Credit would exceed the Letter of Credit Sublimit or (C) the Outstanding Amount of Swing Line Loans would exceed 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 Sublimit. Each notice of termination of shall specify such election to terminate and 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 (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfieddate thereof. 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 Aggregate Revolving Commitment reduction shall not be applied to the Letter of Credit Sublimit unless otherwise specified by the Borrowers. Any reduction of the Aggregate Revolving Commitments shall be applied to the Revolving Commitment of each Revolving Lender according to its Pro Rata ShareApplicable Percentage. 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 . A notice delivered by the applicable Incremental Term Loan Agreement), upon notice to the Administrative Agent, terminate any unused Incremental Term Commitments provided Borrowers 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 this Section 2.07 may state that such notice is conditioned upon an event, such as the effectiveness of other credit facilities or any incurrence or the receipt of proceeds from the issuance of debt Equity Interests or equity other Indebtedness or the occurrence receipt of any other transactionproceeds from a Disposition, in which case such notice may be revoked, subject to Section 3.05, revoked by the Borrower Borrowers (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 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 Revolving Commitments, or from time to time permanently reduce the Aggregate Revolving Commitments; provided that (i) any such notice shall be received by the Lead Administrative Agent not later than 11:00 a.m. 12:00 noon three Business Days prior to the date of termination or reduction, or such later time as the Lead Administrative Agent may agree in its reasonable discretion, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrower shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments 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 Alternative Currency Sublimit, the Letter of Credit Sublimit Sublimit, or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Commitments, such Letter of Credit Sublimit or 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 (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. The Lead 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 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 Revolving Commitments shall be applied to the Revolving Commitment of each Revolving Lender according to its Pro Rata ShareApplicable Percentage. 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 Company may, upon notice to the Administrative Agent, terminate the Aggregate Revolving (USD) Commitments or the Aggregate (MC) Commitments, or from time to time permanently reduce the Aggregate Revolving (USD) Commitments or the Aggregate (MC) Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. 12:00 noon three Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 1,000,000 or any whole multiple of $1,000,000 100,000 in excess thereof, (iii) the Borrower Company shall not terminate or reduce (A) the Aggregate Revolving (USD) Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving (USD) Outstandings would exceed the Aggregate Revolving (USD) Commitments or (B) the Aggregate (MC) Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the aggregate Outstanding Amount of all Committed (MC) Loans would exceed the Aggregate (MC) Commitments, and (iv) if, after giving effect to any reduction of the Aggregate Revolving (USD) Commitments, the Alternative Currency Letter of Credit Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving (USD) 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 (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 Revolving Lenders of any such notice of termination or reduction of the Aggregate Revolving (USD) Commitments or the Aggregate (MC) Commitments. The amount of any such Aggregate (USD) Commitment reduction shall not be applied to the Alternative Currency Letter of Credit Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Company, except as otherwise provided in clause (iv) above. Any reduction of the Aggregate Revolving (USD) Commitments shall be applied to the Revolving USD Commitment of each Revolving Lender according to its Pro Rata ShareApplicable (USD) Percentage. All commitment fees accrued until the effective date of any termination Any reduction of the Aggregate Revolving (MC) 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 applied to the Administrative Agent, terminate any unused Incremental Term Commitments provided pursuant MC Commitment of each Lender according to its Applicable Percentage with respect 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 Committed (or as may otherwise be provided in the respective Incremental Term Loan AgreementMC); 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 C▇▇▇▇▇▇▇▇ may, upon notice to the Administrative Agent, terminate the Aggregate Revolving AC Commitments or the Aggregate USD Commitments, or from time to time permanently reduce the Aggregate Revolving AC Commitments or the Aggregate USD Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three five Business Days 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, (iii) the Borrower C▇▇▇▇▇▇▇▇ shall not terminate or reduce (A) the Aggregate Revolving AC Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving AC Outstandings would exceed the Aggregate Revolving AC Commitments, (B) Aggregate USD Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total USD Outstandings would exceed the Aggregate USD Commitments and (iv) if, after giving effect to any reduction of the Aggregate Revolving USD Commitments, the Letter of Credit Sublimit, the Alternative Currency Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving USD Commitments, such Letter of Credit Sublimit or such Swing Line Sublimit 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 (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 Revolving Lenders of any such notice of termination or reduction of the Aggregate Revolving AC Commitments or the Aggregate USD Commitments. The amount of any such Aggregate USD Commitment reduction shall not be applied to the Letter of Credit Sublimit or the Alternative Currency Letter of Credit Sublimit unless otherwise specified by C▇▇▇▇▇▇▇▇. Any reduction of the Aggregate Revolving AC Commitments or the Aggregate USD Commitments shall be applied to the Revolving AC Commitment or USD Commitment, as applicable of each Revolving Lender according to its Pro Rata ShareApplicable AC Percentage or its Applicable USD Percentage, as applicable. 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 may, upon notice to the Administrative Agent, terminate the Aggregate aggregate Revolving Credit Commitments and/or the aggregate Refinancing Revolving Credit Commitments, or from time to time permanently reduce the Aggregate aggregate Revolving Credit Commitments and/or the aggregate Refinancing Revolving Credit Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three Business Days prior to the date of such termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 1,000,000 or any whole multiple of $1,000,000 500,000 in excess thereof, (iii) the Borrower shall not terminate or reduce the Aggregate aggregate Revolving Credit Commitments or the Refinancing Revolving Credit Commitments, as applicable, if, after giving effect thereto and to any concurrent prepayments hereunder, (A) in the case of any termination or reduction of Revolving Credit Commitments, the Total Revolving Outstandings would exceed the Aggregate aggregate Revolving Credit Commitments and/or (B) in the case of any termination or reduction of Refinancing Revolving Credit Commitments, the Total Refinancing Revolving Outstandings would exceed the aggregate Refinancing Revolving Credit Commitments, and (iv) ) in the case of any termination or reduction of Revolving Credit Commitments, if, after giving effect to any reduction of the Aggregate aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate aggregate Revolving Credit Commitments, such Letter of Credit Sublimit or such Swing Line Sublimit 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 (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 Revolving Lenders of any such notice of termination or reduction of the Aggregate aggregate Revolving Credit Commitments and/or the aggregate Refinancing Revolving Credit Commitments. Any reduction of the Aggregate Revolving Commitments shall be applied to the Revolving Commitment of each Revolving Lender according to its Pro Rata Share. All commitment fees accrued until the effective date of any termination of the Aggregate aggregate Revolving Credit Commitments and/or the aggregate Refinancing Revolving Credit Commitments, as applicable, shall be paid on the effective date of such termination. (b) The Borrower may (unless otherwise provided in Term B Commitment of each Term B Lender shall be automatically and permanently reduced to $0 upon the applicable Incremental making of such Term Loan Agreement), upon notice to the Administrative Agent, terminate any unused Incremental B Lender’s Term Commitments provided Loans pursuant to Section 2.01(b). The Revolving Credit Commitments shall terminate on the applicable Incremental Term Loan AgreementMaturity Date therefor. The Extended Revolving Credit Commitments, or from time to time permanently reduce any unused Incremental Term Additional Revolving Credit 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 and any Refinancing Revolving Credit Commitments shall terminate on the respective Incremental Term Loan Agreement); provided, that each such reduction shall apply proportionately to permanently reduce the unused Incremental Term Commitments of the maturity dates 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 Commitmentsthereto.

Termination or Reduction of Commitments. (a) The Borrower Company may, at its discretion, and upon notice to the Administrative Agent, on any date terminate the Aggregate Revolving Commitments, Commitments or from time to time 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. three five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of at least $10,000,000 or any whole multiple 1,000,000 and in multiples of $1,000,000 500,000 in excess thereofthereof or, if less, the entire Aggregate Commitments (iii) the 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 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 . Each optional termination of the Aggregate Revolving Commitments shall be allocated between the Class A Loan Commitment and Class A-1 Loan Commitment at the election of the Borrower; provided, however, that in no event 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 effect a termination of the Administrative Agent on Class A-1 Loan Commitment in whole or prior to in part that would result in a Class A-1 Loan Fraction that is lower than the specified effective date) if such condition is not satisfiedClass A-1 Loan Fraction as of the Closing Date. The Administrative Agent will promptly notify the Revolving Lenders of any such notice of termination or reduction of the Aggregate Revolving Commitments. Any reduction termination of the Aggregate Revolving Commitments Class A Loan Commitment shall be applied to the Revolving Class A Loan Commitment of each Revolving Lender Lender, and any termination of the Class A-1 Loan Commitment shall be applied to the Class A-1 Loan Commitment of each Lender, in each case, according to its Pro Rata ShareApplicable Loan Percentage. 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 . Notwithstanding anything herein to the contrary, 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 rescind any such notice of not later than 1:00 p.m. on the Business Day before such termination or reduction was scheduled to take place if such termination would have resulted from a refinancing of the unused Incremental Term Commitments, which refinancing will not be consummated or will otherwise be delayed.

Termination or Reduction of Commitments. (a) 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 11:00 a.m. three five Business Days 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, (iii) the Borrower Company shall not terminate or reduce (A) the Aggregate U.S. Revolving Commitments Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total U.S. Revolving Credit Outstandings would exceed the Aggregate U.S. Revolving CommitmentsCredit Facility or (B) the Global Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Global Revolving Credit Outstandings would exceed the Global Revolving Credit Facility, and (iv) if, after giving effect to any reduction of the Aggregate Revolving Commitments, the Letter of Credit Sublimit, the Designated Borrower Sublimit, the U.S. Swing Line Sublimit or the Global 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 thatand provided, a notice of termination of the Aggregate Revolving Commitments may state further, that if such notice is conditioned upon the effectiveness given in connection with a refinancing of all Obligations (other credit facilities or any incurrence or issuance of debt or equity or the occurrence of any other transactionthan contingent indemnification obligations), in which case such notice may be revoked, subject to Section 3.05, conditional on the effectiveness of the replacement credit agreement or other similar document and 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 Revolving Lenders of any such notice of termination or reduction of the Aggregate Revolving Commitments. The amount of any such Aggregate Commitment reduction shall not be applied to the Letter of Credit Sublimit unless otherwise specified by the Company. Any reduction of the Aggregate Revolving Commitments shall be applied to the Revolving Commitment of each Revolving Lender according to its Pro Rata ShareApplicable Percentage. 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 may, upon notice to Term B-1 Loan Commitment of each Term B-1 Loan Lender shall terminate in its entirety on the Administrative Agent, terminate the Aggregate Revolving Commitments, or from time to time permanently reduce the Aggregate Revolving Commitments; provided that Amendment No. 1 Effective Date (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three Business Days prior to the date of termination or reduction, (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, (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 the incurrence of the Aggregate Revolving CommitmentsTerm B-1 Loans on such date). Unless previously terminated, the Letter of Revolving Credit Sublimit or Commitments shall terminate on the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Commitments, Credit Termination Date. (b) Upon at least three Business Days’ prior irrevocable written (provided that 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 it is conditioned upon the effectiveness of other credit facilities facilities, incurrence of other Indebtedness or any incurrence or issuance consummation of debt or equity or the occurrence another transaction (such as a Change of any other transactionControl), in which case such notice may be revoked, subject to Section 3.05, revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) Company if such condition is not satisfied. The Administrative Agent will promptly notify satisfied prior to the Revolving Lenders stated effective date of any such notice of the 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 Pro 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 set forth in such termination. (bnotice) The Borrower may (unless otherwise provided in the applicable Incremental Term Loan Agreement), upon or telecopy notice to the Administrative Agent, terminate the Company (on behalf of all the Borrowers) may at any unused Incremental Term Commitments provided pursuant to the applicable Incremental Term Loan Agreementtime in whole permanently terminate, or from time to time in part permanently reduce any unused Incremental Term reduce, the Total Revolving Credit Commitments; provided, however, that (i) each partial reduction of the Total Revolving Credit Commitments provided pursuant to the applicable Incremental Term Loan Agreement shall be 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 as may otherwise be provided Assigned Dollar Value, in the respective Incremental Term Loan Agreement); providedcase 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, that each such reduction shall apply proportionately to permanently reduce as long as no Default or Event of Default is continuing, the Company may terminate the unused Incremental Term Commitments amount of the applicable Incremental Term Lenders provided pursuant to the applicable Incremental Term Loan Agreement; provided further that, Revolving Credit Commitment of a notice of termination of any unused Incremental Term Commitments may state that such notice is conditioned Defaulting Lender 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 not less than ten Business Days’ prior notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. 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 the fifth Business Day following the receipt of the Net Cash Proceeds of the applicable Incremental 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 notice of termination or required mandatory reduction of the unused Incremental Term 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 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 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 date on which any prepayment of the Term Loans is made in connection with such Specified Distribution pursuant to Section 2.12(c)), 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) shall apply to any such mandatory reduction of the Total Revolving Credit 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 11:00 a.m. three five Business Days 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, (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, 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 thatprovided, a any notice of termination of the Aggregate Revolving Commitments given by the Borrower 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 transactioncapital raising, in which case such notice may be revoked, subject to Section 3.05, 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 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 Pro Rata ShareApplicable Percentage. 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 If 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 Initial Funding Date has not occurred on or prior to the specified effective datedate that is ninety (90) if such condition is not satisfied. The Administrative Agent will promptly notify days following the applicable Incremental Term Lenders of any such notice of termination or reduction of Closing Date, the unused Incremental Term CommitmentsAggregate Commitments shall be automatically terminated on the ninety-first (91st) day following the Closing Date.

Termination or Reduction of Commitments. (a) The Borrower mayshall have the right, upon not less than three (3) Business Days’ notice to the Administrative Agent, to terminate the Aggregate Revolving CommitmentsCommitments or, or from time to time permanently time, to reduce the Aggregate Revolving amount of the Commitments; provided that (i) any no such notice termination or reduction of Commitments shall be received by the Administrative Agent not later than 11:00 a.m. three Business Days prior to the date of termination or reduction, (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, (iii) the Borrower shall not terminate or reduce the Aggregate Revolving Commitments permitted 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 (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 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 Pro Rata Share. All commitment fees accrued until the effective date of any termination of the Aggregate Revolving Commitments shall be paid Loans made on the effective date of thereof, the Total Loans would exceed the Total Commitments. Any such terminationreduction shall be in an amount equal to $1,000,000 or a whole multiple thereof, and shall reduce permanently the Commitments then in effect. (b) The Following the prepayment of all Loans made by a Defaulting Lender in accordance with Section 2.5(d) and any fees due and payable to such Defaulting Lender hereunder, the Borrower may (unless otherwise provided in shall have the applicable Incremental Term Loan Agreement)right, upon by providing prior written notice to the Administrative Agent, to terminate the Commitment of any unused Incremental Term Defaulting Lender and any such termination shall reduce the Total Commitments provided pursuant then in effect. Following any such termination, Schedule 1.1 shall, without further action, be deemed to have been amended appropriately to reflect the termination of the Defaulting Lender’s Commitment and the reduction of the Total Commitments. Within sixty (60) days of any such termination, the Borrower may request in accordance with and subject to the applicable Incremental Term Loan Agreementterms and conditions of Section 2.1(b), one or from time more Lenders to time permanently reduce any unused Incremental Term Commitments provided pursuant increase the amount of its Commitment or arrange for one or more Other Lenders to the applicable Incremental Term Loan become parties to and Lenders under this Agreement in order to increase the Total Commitments to an integral multiple of $1,000,000 (or as may otherwise be provided in amount not to exceed the respective Incremental Term Loan Agreement); provided, that each such reduction shall apply proportionately to permanently reduce the unused Incremental Term Total 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 immediately prior to the specified effective date) if such condition is not satisfied. The Administrative Agent will promptly notify termination of the applicable Incremental Term Lenders Commitment of any such notice of termination or reduction of the unused Incremental Term CommitmentsDefaulting Lender.

Termination or Reduction of Commitments. (a) The Borrower Borrowers 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. three 12:00 noon New York City time five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 1,000,000 or any whole multiple of $1,000,000 100,000 in excess thereof, (iii) the Borrower Borrowers shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the aggregate amount of the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments, Commitments and (iv) if, after giving effect to any reduction of the Aggregate Revolving Commitments, the Letter Alternative Currency Sublimit, the sublimit applicable to Letters of Credit Sublimit or the Swing Line Sublimit sublimit applicable to Swingline Loans exceeds the amount of the Aggregate Revolving Commitments, such Letter of Credit Sublimit or such Swing Line Sublimit sublimit(s) 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 if such notice is conditioned upon the effectiveness given in connection with a refinancing of all Obligations (other credit facilities or any incurrence or issuance of debt or equity or the occurrence of any other transactionthan contingent indemnification obligations), in which case such notice may be revoked, subject to Section 3.05, conditional on the effectiveness of the replacement credit agreement or other specified event and may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) Borrowers if such condition is not satisfiedsatisfied or such event does not occur. 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 Pro Rata ShareApplicable Percentage. All commitment interest and 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 Each reduction of the unused Incremental Term Aggregate Commitments shall be made ratably among the Lenders in accordance with their respective 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 (ia) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three five Business Days prior to the date of termination or reduction, (iib) any such partial reduction shall be in an aggregate amount of $10,000,000 10,000,000, or any whole multiple of $1,000,000 in excess thereof, (iiic) the Borrower shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, (i) the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments or (ii) the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit after giving effect to such proposed reduction of the Aggregate Commitments, and (ivd) 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 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 (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 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 pro rata between the Existing Tranche and the Extended Tranche and shall be applied to the Commitment of each Lender according to its Applicable Percentage; provided, however, that the Borrower may elect to terminate or reduce the Commitments under the Existing Tranche without terminating or reducing the Commitments under the Extended Tranche, in which case, such reduction of Commitments shall be applied to the Revolving Commitment of each Revolving Existing Tranche Lender according to its Pro Rata Sharethe percentage of the Commitments under the Existing Tranche represented by such Existing Tranche Lender’s Commitment at such time. 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 termination of the applicable Incremental Term Loan Agreement)Aggregate Commitments, upon notice and all fees accrued with respect to the Administrative Agent, terminate Existing Tranche until the effective date of 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 termination of the applicable Incremental Term Lenders provided pursuant to Commitments under the applicable Incremental Term Loan Agreement; provided further that, a notice Existing Tranche shall be paid on the effective date of such termination of any unused Incremental Term the Commitments may state that such notice is conditioned upon under 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 CommitmentsExisting Tranche.

Termination or Reduction of Commitments. (a) The Borrower Revolving Commitment shall automatically and permanently terminate on the Maturity Date for Revolving Loans. The 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 11:00 a.m. three Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 1,000,000 or any whole multiple of $1,000,000 100,000 in excess thereof, (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 reduction of the Aggregate Revolving Commitments, the Alternative Currency Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Commitments, such Letter of Credit Sublimit or such Swing Line Sublimit shall be automatically reduced by the amount of any 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 (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 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 Alternative Currency Sublimit or the Letter of Credit Sublimit unless otherwise specified by the Company. Any reduction of the Aggregate Revolving Commitments shall be applied to the Revolving Commitment of each Revolving Lender according to its Pro Rata ShareApplicable Percentage. 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 Commitments to make the applicable Incremental Term Loan Agreement), upon notice shall be automatically and permanently reduced to $0 on 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 CommitmentsClosing Date.

Termination or Reduction of Commitments. (a) The Borrower Company may, upon notice to the Administrative Agent, terminate the Aggregate Revolving CommitmentsCredit Facility, the Letter of Credit Sublimit or the Swing Line Sublimit, or from time to time permanently reduce the Aggregate Revolving CommitmentsCredit Facility, the Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three five Business Days 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, (iii) the Borrower Company shall not terminate or reduce the Aggregate Revolving Commitments Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Aggregate Revolving CommitmentsCredit Facility, and (iv) if, after giving effect to any reduction of the Aggregate Revolving CommitmentsCredit Facility, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving CommitmentsCredit Facility, 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 (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 Revolving Lenders of any such notice of termination or reduction of the Aggregate Revolving CommitmentsCredit Facility. Any reduction of the Aggregate Revolving Commitments Credit Facility shall be applied to the Revolving Commitment of each Revolving Lender according to its Pro Rata ShareApplicable Percentage. All commitment fees accrued until the effective date of any termination of the Aggregate Revolving Credit Facility shall be paid on the effective date of such termination. In addition, the aggregate Term Loan Commitments shall be automatically and permanently reduced to zero on the date of the Term Loan Borrowing. (b) The Administrative Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swing Line Sublimit or the Revolving Credit Commitment under this Section 2.06. Upon any reduction of the Revolving Credit Commitments, the Revolving Credit Commitment of each Revolving Credit Lender shall be reduced by such Lender’s Applicable Revolving Credit Percentage of such reduction amount. All fees in respect of the Revolving Credit Facility accrued until the effective date of any termination of the Revolving Credit Facility 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 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. three five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrower shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments 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 (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 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 Pro Rata ShareApplicable Percentage. 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 In the event the Borrower may (unless otherwise 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 applicable Incremental Term Loan Agreement), upon notice Aggregate Commitments shall be permanently reduced by the amount of such Net Proceeds paid to the Administrative Agent, terminate any unused Incremental Term Commitments provided pursuant Lenders and so applied. In the event such Net Proceeds are used 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 repay outstanding commercial paper 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 Borrower or any incurrence or issuance of debt or equity or Subsidiary, the occurrence of any other transaction, in which case such notice may Aggregate Commitments shall be revoked, subject to Section 3.05, permanently reduced 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 principal amount of any such notice of termination or reduction of the unused Incremental Term Commitmentscommercial paper so paid.

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, in any such case, without any premium or penalty; provided that provided, however, that: (ia) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three (3) Business Days prior to the date of termination or reduction, ; (iib) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, ; (iiic) 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 (ivd) 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 . The amount of termination any such reduction of the Aggregate Revolving Commitments may state that such notice is conditioned upon shall not otherwise be applied to the effectiveness Letter 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, Credit Sublimit unless specified by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfiedBorrower. 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 Pro Rata ShareApplicable Percentage. 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 . Notwithstanding the foregoing, the Borrower may (unless otherwise provided in the applicable Incremental Term Loan Agreement), upon notice to the Administrative Agent, terminate rescind or postpone 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 the Aggregate 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 termination would have been effected in connection with any refinancing of the Obligations and such refinancing is not satisfied. The Administrative Agent will promptly notify the applicable Incremental Term Lenders of any such notice of termination consummated or reduction of the unused Incremental Term Commitmentsis otherwise delayed.

Termination or Reduction of Commitments. (a) The Borrower mayIf the conditions set out in Section 4.3 (Conditions to Second Phase Expansion) of the Common Terms Agreement have not been satisfied or waived on or before 5:00 p.m. (New York time) on December 31, upon notice 2015, the Second Phase Facility Debt Commitments shall automatically expire and be permanently reduced to the Administrative Agent, terminate the Aggregate Revolving zero as of such date and time. (b) All unused Term Loan Facility Debt 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. three Business Days prior to the date of termination or reductionif any, (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, (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 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. (c) The Borrower may cancel or reduce permanently the whole or any part of the unutilized Aggregate Tranche Commitments in accordance with Section 3.2 (Right of Repayment and Cancellation in Relation to a Single Facility Lender), Section 3.7 (Pro Rata Payment) and Section 3.8 (Reductions and Cancellations of Facility Debt Commitments) of the Common Terms Agreement, and where such cancellation or reduction is to be made pro rata, the Aggregate Term Loan Facility Debt Commitments and Aggregate Tranche Commitments of Tranches shall be automatically and permanently reduced by the (pro rata across all applicable Tranches and pro rata within a Tranche) in an amount equal to such payment or prepayment (in a minimum 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 (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied$10,000,000)). 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 Pro Rata Share. All commitment 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 Revolving Term Loan Facility Debt Commitments shall be paid on the effective date of such terminationas so reduced or cancelled. (bd) The Borrower may On the date of incurrence of any Replacement Senior Debt in accordance with Section 6.3 (unless otherwise provided in Replacement Senior Debt) of the applicable Incremental Common Terms Agreement incurred to replace all or any part of the Term Loan, the 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 Facility Debt 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, shall be reduced in which case such notice may be revoked, subject to accordance with Section 3.05, by the Borrower 3.8(a) (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 Acquisition Facility Commitments, or from time to time permanently reduce the Aggregate Revolving Acquisition Facility Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 1,000,000 or any whole multiple of $1,000,000 100,000 in excess thereof, and (iii) the Borrower shall not terminate or reduce the Aggregate Revolving Acquisition Facility Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings Outstanding Amount of all Acquisition Facility Loans would exceed the Aggregate Revolving Acquisition Facility 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 (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 Revolving Lenders of any such notice of termination or reduction of the Aggregate Revolving Acquisition Facility Commitments. Any reduction of the Aggregate Revolving Acquisition Facility Commitments shall be applied to the Revolving Acquisition Facility Commitment of each Revolving Lender according to its Pro Rata ShareAcquisition Facility Percentage. All commitment fees accrued until the effective date of any termination of the Aggregate Revolving Acquisition Facility 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)may, upon notice to the Administrative Agent, terminate any unused Incremental Term Commitments provided pursuant to the applicable Incremental Term Loan AgreementAggregate Working Capital Commitments, or from time to time permanently reduce the Aggregate Working Capital Commitments; provided that (i) any unused Incremental Term Commitments provided pursuant such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the applicable Incremental Term Loan Agreement date of termination or reduction, (ii) any such partial reduction shall be in an integral aggregate amount of $1,000,000 or any whole multiple of $1,000,000 100,000 in excess thereof, and (iii) the Borrower shall not terminate 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 Aggregate Working Capital Commitments of if, after giving effect thereto and to any concurrent prepayments hereunder, the applicable Incremental Term Lenders provided pursuant to Outstanding Working Capital Amount would exceed 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 satisfiedAggregate Working Capital Commitments. The Administrative Agent will promptly notify the applicable Incremental Term Lenders of any such notice of termination or reduction of the unused Incremental Term Aggregate Working Capital Commitments. Any reduction of the Aggregate Working Capital Commitments shall be applied to the Working Capital Commitment of each Lender according to its Working Capital Percentage. All fees accrued until the effective date of any termination of the Aggregate Working Capital Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) 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 11:00 a.m. 1:00 p.m. three (3) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, (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 reduction 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 Letter of Credit Sublimit or such Swing Line Sublimit sublimit shall be automatically reduced by the amount of such excess; provided pro- vided further that, a that any notice of termination of to reduce or terminate the Aggregate Revolving Commitments may state that such notice is conditioned be contingent upon the effectiveness consummation of other credit facilities the refinancing of this Agreement or any incurrence or issuance of debt or equity or the occurrence of any other transaction, in which case such notice and may be revoked if such refinancing or transaction is not consummated, and if so revoked, subject to Section 3.05, by the Borrower (by notice to the Administrative Agent on Aggregate Revolving Commitments shall not be so reduced or prior to the specified effective date) if terminated as requested in such condition is not satisfiednotice. The Administrative Agent will promptly notify the Revolving 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 Revolving Commitment of each Revolving Lender according to its Pro Rata ShareApplicable Percentage. All commitment 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. (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 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 11:00 a.m. three Business Days (or, solely to the extent that there are no Credit Extensions outstanding in respect of the Commitments which are to be reduced or terminated, 12:00 noon) on the date of termination or reduction, provided further if any Outstanding Amount shall be denominated in an Alternative Currency or Special Notice Currency and would be repaid in connection with such termination or reduction, the Administrative Agent shall receive such notice 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 $10,000,000 5,000,000 or any whole multiple of $1,000,000 in excess thereof, (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 reduction of the Aggregate Revolving Commitments, the Letter of Credit Sublimit Sublimit, or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Commitments, such Letter of Credit Sublimit or 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 (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 Revolving Lenders of any such notice of termination or reduction of the Aggregate Revolving Commitments. The amount of any such Aggregate Commitment reduction shall not be applied to the 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 Revolving Commitment of each Revolving Lender according to its Pro Rata ShareApplicable Percentage. 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 Company may, upon notice to the Administrative Agent, terminate the Aggregate Revolving Tranche 1 Commitments, or from time to time permanently reduce the Aggregate Revolving Tranche 1 Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three five Business Days 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, (iii) the Borrower Company shall not terminate or reduce the Aggregate Revolving Tranche 1 Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Tranche 1 Outstandings would exceed the Aggregate Revolving Tranche 1 Commitments, and (iv) if, after giving effect to any reduction of the Aggregate Revolving Tranche 1 Commitments, the Alternative Currency Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Tranche 1 Commitments, such Letter of Credit Sublimit or such Swing Line Sublimit shall be automatically reduced by the amount of such excess; provided further that, (v) no such reduction or termination under any Tranche hereunder shall be permitted unless a reduction or termination is made simultaneously under the other Tranche on a pro rata basis, and (vi) any such notice of termination of the Aggregate Revolving Commitments may state that such notice it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities or any incurrence or issuance of debt or equity or the occurrence of any other transactionfacilities), in which case such notice may be revoked, subject to Section 3.05, revoked by the Borrower Company (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. The Administrative Agent will promptly notify the Revolving Lenders of any such notice of termination or reduction of the Aggregate Revolving Tranche 1 Commitments. The amount of any such Aggregate Tranche 1 Commitment reduction shall not be applied to the Alternative Currency Sublimit or the Letter of Credit Sublimit unless otherwise specified by the Company. Any reduction of the Aggregate Revolving Tranche 1 Commitments shall be applied to the Revolving Tranche 1 Commitment of each Revolving Tranche 1 Lender according to its Pro Rata ShareApplicable Tranche 1 Percentage (other than a reduction pursuant to Section 2.14(f)). All commitment fees accrued until the effective date of any termination of the Aggregate Revolving Tranche 1 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)Company may, upon notice to the Administrative Agent, terminate any unused Incremental Term Commitments provided pursuant to the applicable Incremental Term Loan AgreementAggregate Tranche 2 Commitments, or from time to time permanently reduce the Aggregate Tranche 2 Commitments; provided that (i) any unused Incremental Term Commitments provided pursuant such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the applicable Incremental Term Loan Agreement date of termination or reduction, (ii) any such partial reduction shall be in an integral aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Company shall not terminate or as may otherwise reduce the Aggregate Tranche 2 Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Tranche 2 Outstandings would exceed the Aggregate Tranche 2 Commitments, (iv) if, after giving effect to any reduction of the Aggregate Tranche 2 Commitments, the Alternative Currency Sublimit exceeds the amount of the Aggregate Tranche 2 Commitments, such Sublimit shall be provided in automatically reduced by the respective Incremental Term Loan Agreement); providedamount of such excess, that each (v) no such reduction or termination under any Tranche hereunder shall apply proportionately to permanently reduce be permitted unless a reduction or termination is made simultaneously under the unused Incremental Term Commitments of the applicable Incremental Term Lenders provided pursuant to the applicable Incremental Term Loan Agreement; provided further thatother Tranche on a pro rata basis, a and (vi) any such notice of termination of any unused Incremental Term Commitments may state that such notice it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities or any incurrence or issuance of debt or equity or the occurrence of any other transactionfacilities), in which case such notice may be revoked, subject to Section 3.05, revoked by the Borrower Company (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. The Administrative Agent will promptly notify the applicable Incremental Term Lenders of any such notice of termination or reduction of the unused Incremental Term Aggregate Tranche 2 Commitments. The amount of any such Aggregate Tranche 2 Commitment reduction shall not be applied to the Alternative Currency Sublimit unless otherwise specified by the Company. 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 (other than a reduction pursuant to Section 2.14(f)). 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.

Termination or Reduction of Commitments. (a) The Borrower Subject to the payment of any Early Termination Fee required under the Fee Letter, the Borrowers may, upon notice from the Lead Borrower to the Administrative Agent, terminate the Aggregate Revolving Commitments, Commitments or the Letter of Credit Sublimit or from time to time permanently reduce the Aggregate Revolving CommitmentsCommitments or the Letter of Credit Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three five Business Days 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, (iii) any such notice may provide that it is conditioned upon the consummation of a refinancing of the Obligations, in which case, such notice may be revoked or extended by the Lead Borrower if any such refinancing shall not be consummated or shall otherwise be delayed prior to the date provided in such notice of termination or reduction of the Aggregate Commitments or Letters of Credit Sublimit, (iv) the Borrowers shall not terminate or reduce (A) the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments, and or (ivB) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit. (b) If, after giving effect to any reduction of the Aggregate 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 . (by notice to the Administrative Agent on or prior to the specified effective datec) if such condition is not satisfied. The Administrative Agent will promptly notify the Revolving Lenders of any such notice of termination or reduction of the Letter of Credit Sublimit or the Aggregate Revolving CommitmentsCommitments under this Section 2.05. Any Upon any reduction of the Aggregate Revolving Commitments shall be applied to Commitments, the Revolving Commitment of each Revolving Lender according to its Pro Rata Shareshall be reduced by such Lender’s Applicable Percentage of such reduction amount. All fees (including, without limitation, commitment fees fees, Early Termination Fees, and Letter of Credit Fees) and interest in respect of the Aggregate Commitments 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. (ai) The Upon the expiration of the Term Loan A-4 Availability Period, the Aggregate Term Loan A-4 Commitments shall be automatically and permanently terminated. (ii) On the applicable Term Loan A-3 Conversion Date, the Aggregate Term Loan A- 3 Commitments and the corresponding Term Loan A-3 Commitments shall be automatically and permanently reduced on such date by an amount equal to the aggregate original principal amount of the Term Loan A-3 Advances converted to the amortizing Segment of the Term Loan A-3 on such date. (iii) On the applicable Revolving Loan Conversion Date, the Aggregate Revolving Commitments and the corresponding Revolving Commitments shall be automatically and permanently reduced on such date by an amount equal to the aggregate original principal amount of the Revolving Advances converted to the amortizing Segment of Revolving Term Loans pursuant to Section 2.01(f)(ii) and Section 2.01(f))(iii) of this Agreement. (iv) Borrower Agent 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. three five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 500,000 or any whole multiple of $1,000,000 100,000 in excess thereof, (iii) the Borrower Agent shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Facility Outstandings (except for Revolving Term Loans) would exceed the Aggregate Revolving Commitments, and (iv) if, after giving effect to any reduction of the Aggregate Revolving Commitments, the all 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 Obligations 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 cash collateralized or any incurrence or issuance of debt or equity or the occurrence of any other transaction, otherwise satisfied 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 satisfiedaccordance herewith. 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 Credit Commitment of each Revolving Lender according to its Pro Rata ShareApplicable Percentage. 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. A permanent reduction of the Aggregate Revolving Commitments shall require a corresponding pro rata reduction in the L/C Sublimit. (bv) The Borrower may Effective upon the expiration of the Revolving Loan Availability Period and subject to repayment in full of all outstanding Revolving Loans (unless otherwise provided other than Revolving Term Loans) in accordance with Section 2.04(f)(ii) below, 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 Revolving Lenders provided pursuant to the applicable Incremental Term Loan Agreement; provided make any further that, a notice Revolving Advances shall expire and be 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 Commitmentsno further force and effect.

Termination or Reduction of Commitments. (a) 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 11:00 10:00 a.m. three five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 5,000,000 or any whole multiple of $1,000,000 in excess thereof, (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 reduction of the Aggregate Revolving Commitments, the Alternative Currency Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Commitments, such Letter of Credit Sublimit or 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 (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 Revolving Lenders of any such notice of termination or reduction of the Aggregate Revolving 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 Company. Any reduction of the Aggregate Revolving Commitments shall be applied to the Revolving Commitment of each Revolving Lender according to its Pro Rata ShareApplicable Percentage. 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 If the Company or any Subsidiary sells any asset permitted by Section 7.05(j) which in the applicable Incremental Term Loan Agreement)aggregate will result in the realization by the Company or such Subsidiary of Net Cash Proceeds (determined as of the date of such sale, upon notice to whether or not such Net Cash Proceeds are then received by the Administrative Agent, terminate any unused Incremental Term Commitments provided pursuant to the applicable Incremental Term Loan Agreement, Company or from time to time permanently reduce any unused Incremental Term Commitments provided pursuant to the applicable Incremental Term Loan Agreement such Subsidiary) in an integral multiple excess of $1,000,000 (2,500,000, the Aggregate Commitments shall be reduced by the amount of such Net Cash Proceeds immediately upon receipt thereof by the Company or as may otherwise be provided in the respective Incremental Term Loan Agreement)such Subsidiary; provided, that each such reduction the Aggregate Commitments shall apply proportionately to permanently reduce the unused Incremental Term Commitments of the applicable Incremental Term Lenders provided pursuant not be so reduced 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 extent 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 Company delivers to the Administrative Agent a certificate that the Company or such Subsidiary intends to use the amount of such Net Cash Proceeds to acquire fixed or capital assets for the Company or any of its Subsidiaries within 330 days of receipt of such Net Cash Proceeds, it being expressly agreed that any amount of Net Cash Proceeds not so reinvested shall permanently reduce the Aggregate Commitments on or prior to the specified effective date) if such condition is not satisfied. The Administrative Agent will promptly notify date 330 days after the applicable Incremental Term Lenders of any such notice of termination or reduction of the unused Incremental Term Commitmentsreceipt thereof.

Termination or Reduction of Commitments. (a) The Borrower Borrowers may, upon irrevocable notice from the Borrowers to the Administrative Agent, at any time or from time to time voluntarily prepay the Term Loan in whole or in part; provided, that (i) such notice must be received by the Agent not later than 11:00 a.m. five (5) Business Days prior to the date of prepayment and (ii) any prepayment shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. The Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. All fees (including, without limitation, any early termination fee) and interest in respect of the Term Loan accrued until the effective date of the prepayment of the Term Loan shall be paid on the effective date of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Each such prepayment shall be applied to the Term Loan in accordance with each Lender’s Applicable Percentage. (b) The Borrowers may, upon irrevocable notice from the Lead Borrower to the Agent, terminate the Aggregate Revolving Commitments, Commitments or the Letter of Credit Sublimit or from time to time permanently reduce the Aggregate Revolving CommitmentsCommitments or the Letter of Credit Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 1,000,000 or any whole multiple of $1,000,000 500,000 in excess thereof, and (iii) the Borrower Borrowers shall not terminate or reduce (A) the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments, and (ivB) 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. (c) If, after giving effect to any reduction of the Aggregate Revolving CommitmentsCommitments or the Letter of Credit Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Commitments, such Letter of Credit Sublimit or 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 . (by notice to the Administrative Agent on or prior to the specified effective dated) if 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 CommitmentsCommitments or the Letter of Credit Sublimit under this Section 2.05. Any Upon any reduction of the Aggregate Revolving Commitments shall be applied to Commitments, the Revolving Commitment of each Revolving Lender according to its Pro Rata Shareshall be reduced by such Lender’s Applicable Percentage of such reduction amount. All fees (including, without limitation, commitment fees, early termination fees and Letter of Credit Fees) and interest in respect of the Aggregate Revolving Commitments accrued until the effective date of any termination of the Aggregate Revolving Commitments shall be paid on the effective date of such termination. (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 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 that, except as set forth in the immediately succeeding proviso, (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three five Business Days 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, (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 thatprovided, a further, however, notwithstanding the above, notice of termination of with respect to the Aggregate Initial 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 Commitment Reduction shall be revoked, subject to Section 3.05, received by the Borrower (by notice to the Administrative Agent not later than 10:00 a.m. on or prior to the specified effective date) if such condition is not satisfiedInitial Revolving Commitment Reduction Date. 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 Pro Rata ShareRevolving Commitment Percentage. 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 may, upon notice to the Administrative Agent, terminate the Aggregate aggregate Revolving Credit Commitments, or from time to time permanently reduce the Aggregate aggregate Revolving Credit Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three five Business Days prior to the date of such termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrower shall not terminate or reduce the Aggregate aggregate Revolving Credit Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Aggregate aggregate Revolving Credit Commitments, and (iv) if, after giving effect to any reduction of the Aggregate aggregate Revolving Credit Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate aggregate Revolving Credit Commitments, such Letter of Credit Sublimit or 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 (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 Revolving Lenders of any such notice of termination or reduction of the Aggregate aggregate Revolving Credit Commitments. Any reduction of the Aggregate Revolving Commitments shall be applied to the Revolving Commitment of each Revolving Lender according to its Pro Rata Share. All commitment fees accrued until the effective date of any termination of the Aggregate aggregate Revolving Credit Commitments shall be paid on the effective date of such termination. (b) [Reserved]. (c) The Borrower may (unless otherwise provided in Term B Commitment of each Term Lender shall be automatically and permanently reduced to $0 upon the applicable Incremental making of such Term Loan Agreement), upon notice to the Administrative Agent, terminate any unused Incremental B Lender’s Term Commitments provided Loans pursuant to Section 2.01(b). The Revolving Credit Commitments shall terminate on the applicable Incremental Term Loan Agreement, or from time to time permanently reduce Maturity Date therefor. The Extended Revolving Credit Commitments and any unused Incremental Term Additional Revolving Credit 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 shall terminate on the respective Incremental Term Loan Agreement); providedmaturity dates applicable thereto. Notwithstanding the foregoing, that each such reduction shall apply proportionately to permanently reduce if 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 Closing Date has not occurred at or prior to 11:59 p.m., New York City time, on the specified effective date) if Outside Date, then all Commitments shall terminate at 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 Commitmentstime.

Termination or Reduction of Commitments. (a) The Borrower Borrowers may, upon notice from the Company to the Administrative Agent, terminate the Aggregate Revolving Commitments, or from time to time permanently reduce the Aggregate Revolving Commitments; provided that (ia) any such notice shall be received by the Administrative Agent not later than 11:00 9:00 a.m. three five Business Days prior to the date of termination or reduction, (iib) 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, (iiic) the Borrower Borrowers shall not terminate or reduce (i) 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, (ii) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit, or (iii) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit, and (ivd) if, after giving effect to any termination or 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 (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 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 Pro Rata ShareApplicable Percentage. 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 . Any notice of termination of any unused Incremental Term Commitments or reduction given pursuant to this Section 2.06 may state that such notice is be conditioned upon the effectiveness consummation of other credit facilities or any incurrence or issuance of debt or equity or the occurrence of any other transactionfinancing, in which case such notice and may be revoked, subject to Section 3.05, by the Borrower (by rescinded or extended for a reasonable period upon written notice to the Administrative Agent on or prior to the specified effective date) if such condition other financing is not satisfied. The Administrative Agent will promptly notify consummated on the applicable Incremental Term Lenders of any such notice of termination or reduction of the unused Incremental Term Commitmentsanticipated date.

Termination or Reduction of Commitments. (a) The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitments of Revolving CommitmentsLenders, or from time to time permanently reduce the Aggregate Commitments of Revolving CommitmentsLenders; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three 12:00 noon, New York City time, five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 5,000,000 or any whole multiple of $1,000,000 in excess thereofthereof or, in each case, if less, the entire principal amount thereof then outstanding, and (iii) the Borrower shall not terminate or reduce the Aggregate Commitments of Revolving Commitments Lenders if, after giving effect thereto and to any concurrent prepayments hereunder, the Dollar Amount of the Total Revolving Outstandings would exceed the Aggregate Commitments of Revolving Commitments, and (iv) if, after giving effect to Lenders. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments of Revolving Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount Lenders. Any reduction of the Aggregate Commitments of Revolving Commitments, such Letter of Credit Sublimit or such Swing Line Sublimit Lenders shall be automatically reduced 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 of Revolving Lenders shall be paid on the effective date of such termination. Each reduction of the Aggregate Commitments of Revolving Lenders shall be made ratably among the Classes in accordance with the percentage which the aggregate amount of Commitments of each Class then constitutes of the Aggregate Commitments of Revolving Lenders then in effect and modified by the amount Administrative Agent to account for rounding adjustments. Each reduction of the Aggregate Commitments of Revolving Lenders of any Class shall be made ratably among the Lenders within such Class in accordance with their respective Commitments in respect of such excess; provided further thatClass. For the avoidance of doubt, a notice of termination or reduction of the Aggregate Commitments of Revolving Commitments Lenders delivered by the Borrower 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 transactiontransactions, in which case such notice may be revoked, subject to Section 3.05, 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 Term Commitments 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 Pro Rata Share. All commitment fees accrued until the effective date of any termination of the Aggregate Revolving Commitments shall be paid terminate on the effective date of such terminationClosing Date. (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 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 11:00 9:00 a.m. three five Business Days 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, (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 plus the Alternative Currency Reserve (if any) would exceed the Aggregate Revolving Commitments, and (iv) if, after giving effect to any reduction of the Aggregate Revolving Commitments, the Letter of Credit FLOC 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 . The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Revolving 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 such notice it is conditioned upon the effectiveness of other credit facilities or any the incurrence or issuance of debt or equity other Indebtedness, the consummation of a particular Disposition or the occurrence of any other transactiona Change of Control, in which case such notice may be revoked, subject to Section 3.05, by the Borrower revoked (by notice to the Administrative Agent on or prior to the specified effective prepayment date) if 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 Pro 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 In the event that a Borrower may (unless otherwise provided in the applicable Incremental or any of its Subsidiaries enters into any committed term loan facility for a Certain Funds Purpose and such term loan facility is a Qualifying Term Loan Agreement)Facility, upon notice the Certain Funds Sublimit then outstanding shall be reduced on a dollar-for-dollar basis and on a pro rata basis with respect to each Lender’s Certain Funds Commitment by the Administrative Agent, terminate any unused Incremental Term Commitments provided pursuant to the applicable Incremental committed amount under such Qualifying Term Loan AgreementFacility automatically upon effectiveness of the definitive documentation for such term loan facility (such date, or from time to time permanently reduce any unused Incremental Term Commitments provided pursuant to the applicable Incremental “Qualifying Term Loan Agreement in an integral multiple of $1,000,000 (or as may otherwise be provided in Effective Date”) and the respective Incremental Term Loan Agreement); provided, that each such reduction Company 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 give 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 written notice of termination or reduction of entry into such facility not later than three Business Days following the unused Incremental Qualifying Term CommitmentsLoan Effective Date.

Termination or Reduction of Commitments. (a) The Borrower BorrowerBorrowers 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. three 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 $10,000,000 5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrower BorrowerBorrowers 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 Dollar Sublimit or the Swing Line Canadian Dollar Sublimit exceeds the amount of the Aggregate Revolving Commitments, such Letter of Credit Sublimit or such Swing Line Sublimit 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 (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 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 Pro 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 . Notwithstanding anything to the Administrative Agent, terminate any unused Incremental Term Commitments provided pursuant to the applicable Incremental Term Loan contrary in this 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 BorrowerBorrowers 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 terminate Revolving Commitments of the applicable Incremental Term Lenders provided pursuant to the applicable Incremental Term Loan Agreement; provided further thatany Revolving Credit Facility on a non-pro rata basis with, a notice of termination of any unused Incremental Term and without terminating 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 under, any other transactionRevolving Credit Facility and may repay Revolving Loans under any Revolving Credit Facility on a non-pro rata basis with, in which case such notice may be revokedand without repaying the Revolving Loans under, 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 Commitmentsother Revolving Credit Facility.

Termination or Reduction of Commitments. (a) The U.S. Borrower may, upon notice to the Administrative Agent and the Canadian Agent, terminate the Aggregate Revolving Commitments, or from time to time permanently reduce the Aggregate Revolving Commitments (in each case, on a pro rata basis between the Aggregate U.S. Dollar Facility Commitments and the Aggregate Multicurrency Facility Commitments); provided that (i) any such notice shall be received by the Administrative Agent and the Canadian Agent not later than 11:00 a.m. 12:30 p.m. three Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 1,000,000 or any a whole multiple of $1,000,000 500,000 in excess thereof, thereof and (iii) the U.S. Borrower shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, (x) the Total Outstanding Amount of U.S. Dollar Facility Revolving Outstandings Loans, U.S. Dollar Facility Swing Line Loans and U.S. Dollar Facility L/C Obligations would exceed the Aggregate U.S. Dollar Facility Commitments or (y) the Outstanding Amount of Multicurrency Facility Revolving CommitmentsLoans, Multicurrency Facility Swing Line Loans and (iv) if, after giving effect to any reduction of Multicurrency Facility L/C Obligations would exceed the Aggregate Revolving Multicurrency Facility 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 (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 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 ratably (x) to the Revolving U.S. Dollar Facility Commitment of each Revolving U.S. Dollar Facility Lender according to its Pro Rata Sharerata Share thereof and (y) to the Multicurrency Facility Commitment of each Multicurrency Facility Lender according to its Pro rata Share thereof. 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 U.S. Borrower may, upon notice to the Administrative Agent, the Canadian Agent and any other Facility Agent, terminate the Aggregate Revolving Commitments, or from time to time permanently reduce the Aggregate Revolving Commitments (in each case, on a pro rata basis between the Aggregate U.S. Dollar Facility Commitments and the Aggregate Multicurrency Facility Commitments); provided that (i) any such notice shall be received by the Administrative Agent, the Canadian Agent and any other Facility Agent not later than 11:00 a.m. 12:30 p.m. three Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 1,000,000 or any a whole multiple of $1,000,000 500,000 in excess thereof, thereof and (iii) the U.S. Borrower shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, (x) the Total Outstanding Amount of U.S. Dollar Facility Revolving Outstandings Loans, U.S. Dollar Facility Swing Line Loans and U.S. Dollar Facility L/C Obligations would exceed the Aggregate U.S. Dollar Facility Commitments or (y) the Outstanding Amount of Multicurrency Facility Revolving CommitmentsLoans, Multicurrency Facility Swing Line Loans and (iv) if, after giving effect to any reduction of Multicurrency Facility L/C Obligations would exceed the Aggregate Revolving Multicurrency Facility 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 (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 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 ratably (x) to the Revolving U.S. Dollar Facility Commitment of each Revolving U.S. Dollar Facility Lender according to its Pro Rata Sharerata Share thereof and (y) to the Multicurrency Facility Commitment of each Multicurrency Facility Lender according to its Pro rata Share thereof. 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 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. three five Business Days 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, (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 CommitmentsAvailable Amount, and (iv) if, after giving effect to any reduction of the Aggregate Revolving Commitments, the Alternative Currency Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Commitments, such Letter of Credit Sublimit or 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 (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 Revolving Lenders of any such notice of termination or reduction of the Aggregate Revolving Commitments. Except as provided above, the amount of any such Aggregate Commitment reduction shall not be applied to the Alternative Currency Sublimit unless otherwise specified by the Borrower. Any reduction of the Aggregate Revolving Commitments shall be applied to the Revolving Commitment of each Revolving Lender according to its Pro Rata ShareApplicable Percentage. 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 If 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 events described in subsections (i) through (iii) of Section 2.05(e) shall occur, the Aggregate Commitments shall be reduced by the amount of the prepayment required by such 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 subsection immediately 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, receipt 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 Subsidiary of any such notice of termination or the Net Cash Proceeds referred to therein. Any reduction of the unused Incremental Term CommitmentsAggregate Commitments shall be applied to the Commitment of each Lender according to its Applicable Percentage.

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 11:00 a.m. three five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 2,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrower shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments, 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 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 (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 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 Pro Rata Share. Applicable Percentage. (b) If at any time, there is any default under the terms of any Advisory Agreement, after giving effect to any applicable cure or grace periods, or a termination of any Advisory Agreement, by its terms or otherwise, the obligation of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and the obligation of the Borrower to Cash Collateralize the L/C Obligations shall automatically become effective, in each case without further act of the Administrative Agent or any Lender. (c) 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 maymay at any time and from time to time, upon notice to the Administrative Agent, terminate all or any part of the Aggregate Revolving Commitments, Dollar Commitments or from time to time permanently reduce the Aggregate Revolving Alternative Currency Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrower shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Dollar Equivalent of the Revolving Outstandings would exceed the Aggregate Revolving Commitments, and (iv) Borrower shall not terminate or reduce the Alternative Currency Commitments if, after giving effect thereto and to any reduction of the Aggregate Revolving Commitmentsconcurrent prepayments hereunder, the Letter Dollar Equivalent of Credit Sublimit or Revolving Outstandings denominated in Alternative Currencies would exceed the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Alternative Currency 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 (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 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 Pro Rata ShareApplicable Percentage. 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)may, upon notice to the Administrative Agent, terminate any unused Incremental the Aggregate Term Commitments provided pursuant to the applicable Incremental Term Loan AgreementCommitments, or from time to time permanently reduce the Aggregate Term Commitments; provided that (i) any unused Incremental Term Commitments provided pursuant such notice shall be received by Agent not later than 11:00 a.m. five Business Days prior to the applicable Incremental Term Loan Agreement date of termination or reduction, (ii) any such partial reduction shall be in an integral aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) Borrower shall not terminate 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 Aggregate Term Commitments of if, after giving effect thereto and to any concurrent prepayments hereunder, the applicable Incremental Term Lenders provided pursuant to Outstandings would exceed the applicable Incremental Aggregate 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 satisfiedCommitments. The Administrative Agent will promptly notify the applicable Incremental Term Lenders of any such notice of termination or reduction of the unused Incremental Aggregate Term Commitments. Any reduction of Aggregate Term Commitments shall be applied to the Term Commitment of each 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.

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 11:00 a.m. 1:00 p.m. three Business Days prior to the date of termination or reductionreduction (or such shorter period as may be agreed by the Administrative Agent in its sole discretion), (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 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 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 . A notice of termination or 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 Commitment may state that such notice termination or reduction is conditioned upon the effectiveness of other credit facilities or any incurrence or issuance of debt or equity or the occurrence of any other transactionone or more events specified therein, in which case such notice may be revoked, subject to Section 3.05, revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective datedate of such termination or reduction) if such any applicable 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 Pro Rata ShareApplicable Percentage. Unless previously terminated, the Aggregate Commitments shall automatically terminate at 5:00 p.m. on the Maturity Date. Any reduction or termination of the Aggregate Commitments shall be permanent. All commitment unpaid fees accrued pursuant to Section 2.07(a) until the effective date of any reduction or termination of the Aggregate Revolving 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. (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 may, upon notice to the Administrative Agent, terminate the Aggregate Revolving Commitments, 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. three five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 5,000,000 or any whole a higher integral multiple of $1,000,000 in excess thereof, (iii) and the Borrower shall may not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, an amount less than 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 (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfiedOutstandings. The Administrative Agent will promptly notify the Revolving Lenders of its receipt of any such notice of termination or reduction of the Aggregate Revolving Commitments. . (b) If any principal payment (other than any regularly scheduled principal payment) of the Senior Notes (a “Mandatory Senior Note Prepayment”) is required to be made pursuant to the Senior Note Agreement, the Aggregate Commitments shall be permanently and irrevocably reduced by the amount (rounded upward, if necessary, to an integral multiple of $100,000) necessary so that the ratio of the amount of such reduction to the Aggregate Commitments prior to giving effect to such reduction is equal to the ratio of such Mandatory Senior Note Prepayment to the aggregate outstanding principal amount of the Senior Notes prior to giving effect to such Mandatory Senior Note Prepayment. (c) The Aggregate Commitments shall be permanently and irrevocably reduced concurrently with the receipt by the Borrower or any Subsidiary of any Net Cash Proceeds from the sale of the headquarters facility of the Borrower by an amount (rounded down, if necessary, to an integral multiple of $100,000) equal to the Lender Percentage of such Net Cash Proceeds; provided that the amount of any reduction in the Aggregate Commitments required pursuant to this clause (c) shall be reduced by the amount of any reduction of the Aggregate Commitments pursuant to clause (b) resulting from the sale of such headquarters facility. (d) Any reduction of the Aggregate Revolving Commitments shall be applied to the Revolving Commitment of each Revolving Lender according to its Pro Rata Share. All commitment fees accrued until the effective date of any 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 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 11:00 a.m. 2:00 p.m. three Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 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 aggregate Revolving Outstandings Credit Exposure 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 (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 Revolving Credit Lenders of any such notice of termination or reduction of the Aggregate Revolving Credit Commitments. Any reduction of the Aggregate Revolving Commitments shall be applied to the Revolving Credit Commitment of each Revolving Credit Lender according to its Pro 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) . Notwithstanding anything herein to the contrary, the Borrower may rescind any notice of termination of Revolving Credit Commitments under this Section 2.10 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 Commitments, which refinancing shall not be consummated or shall otherwise be delayed. Unless previously terminated, the Initial Term Commitments shall terminate at 5:00 p.m., New York City time, on the Effective Date. The Borrower may (unless otherwise provided in the applicable Incremental Term Loan Agreement)may, 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 Revolving Credit Commitments of the applicable Incremental Term Lenders provided pursuant any Impacted Lender in whole or in part, if no Revolving Loans are then outstanding to the applicable Incremental Term Loan Agreement; provided further that, a notice of termination of any unused Incremental Term extent the aggregate remaining Revolving Credit 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 would be revoked, subject to Section 3.05, by the Borrower (by notice at least equal 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 Commitmentsaggregate Revolving Credit Exposure.

Termination or Reduction of Commitments. (a) 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 11:00 a.m. three Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 3,000,000 or any whole multiple of $1,000,000 in excess thereof, (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 reduction of the Aggregate Revolving Commitments, the Alternative Currency Sublimit, the Bid Loan Sublimit, the Letter of Credit Sublimit, the Swing Line Sublimit or the Swing Line Designated Borrower 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 (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 Revolving Lenders of any such notice of termination or reduction of the Aggregate Revolving Commitments. The amount of any such Aggregate Commitment reduction shall not be applied to the Alternative Currency Sublimit, the Letter of Credit Sublimit or the Designated Borrower Sublimit unless otherwise specified by the Company. The Company may from time to time, upon not less than three Business Days’ notice from the Company to the Administrative Agent (or such shorter period as may be agreed by the Administrative Agent in its sole discretion), reduce the Designated Borrower Sublimit by $50,000,000 or any whole multiple thereof, without any corresponding reduction in the Aggregate Commitments; provided that such reduction shall only be permitted if, after giving effect thereto, the outstanding Loans payable by the Designated Borrowers do not exceed the Designated Borrower Sublimit as so reduced. Any reduction of the Aggregate Revolving Commitments shall be applied to the Revolving Commitment of each Revolving Lender according to its Pro Rata ShareApplicable Percentage. 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 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 (ia) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three five Business Days prior to the date of termination or reduction, (iib) 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, (iiic) 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 (ivd) if, after giving effect to any reduction of the Aggregate Revolving Commitments, the Letter of Credit Alternative Currency 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; . Except as provided further thatin the preceding sentence, the amount of any such Aggregate Commitment reduction shall not be applied to the Alternative Currency Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrower. The Administrative Agent will promptly notify the Lenders of any such notice of termination or 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 to the contrary contained herein, a notice of termination of the Aggregate Revolving Commitments and the prepayment in full of the Committed Loans in connection therewith may state that such notice is conditioned upon the effectiveness of other credit facilities or facilities, and if any incurrence or issuance of debt or equity or the occurrence of any other transaction, in which case such notice so states it may be revoked, subject to Section 3.05, revoked by the Borrower (by notice to the Administrative Agent on or prior to the date specified effective date) if such condition is not satisfied. The Administrative Agent will promptly notify for 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 Pro Rata Share. All commitment fees accrued until the effective date of any termination of the Aggregate Revolving Commitments shall be paid on and such prepayment that the effective date of such termination. (b) The Borrower may (unless otherwise provided in refinancing condition has not been met and the applicable Incremental Term Loan Agreement), upon notice termination and prepayment is 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 provided that the Borrower will continue to be responsible for any costs or expenses pursuant to Section 3.05, by 3.05 in connection with the Borrower (by notice failure to the Administrative Agent on or prior to the specified effective date) if prepay Loans resulting from 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 Commitmentsrevocation.

Termination or Reduction of Commitments. (a) 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 11:00 a.m. three five Business Days 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, (iii) the Borrower Company shall not terminate or reduce (A) the Aggregate U.S. Revolving Commitments Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total U.S. Revolving Credit Outstandings would exceed the Aggregate U.S. Revolving CommitmentsCredit Facility or (B) the Global Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Global Revolving Credit Outstandings would exceed the Global Revolving Credit Facility, and (iv) if, after giving effect to any reduction of the Aggregate Revolving Commitments, the Letter of Credit Sublimit, the Designated Borrower 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 thatprovided, a notice of termination of the Aggregate Revolving Commitments may state further, that if such notice is conditioned upon the effectiveness given in connection with a refinancing of all Obligations (other credit facilities or any incurrence or issuance of debt or equity or the occurrence of any other transactionthan contingent indemnification obligations), in which case such notice may be revoked, subject to Section 3.05, conditional on the effectiveness of the replacement credit agreement or other similar document and 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 Revolving Lenders of any such notice of termination or reduction of the Aggregate Revolving Commitments. The amount of any such Aggregate Commitment reduction shall not be applied to the Letter of Credit Sublimit unless otherwise specified by the Company. Any reduction of the Aggregate Revolving Commitments shall be applied to the Revolving Commitment of each Revolving Lender according to its Pro Rata ShareApplicable Percentage. 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 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 will be received by the Administrative Agent not later than 11:00 a.m. three five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall will be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrower shall Company will 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, unless the 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 Revolving Commitments, the Alternative Currency Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Commitments, such Letter of Credit Sublimit or such Swing Line Sublimit shall will be automatically reduced by the amount of such excess; provided further that, a . A notice of termination of the Aggregate Revolving Commitments delivered by the Company pursuant to this Section 2.07 may state that such notice is conditioned upon on the effectiveness of other credit facilities or any incurrence or issuance the availability of debt or equity or a source of funds for the occurrence prepayment in full of any other transactionthe Obligations under this Agreement, in which case case, such notice may be revoked, subject to Section 3.05, revoked by the Borrower Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. The Administrative Agent will promptly notify the Revolving Lenders of any such notice of termination or reduction of the Aggregate Revolving 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 Revolving Commitments shall will be applied to the Revolving Commitment of each Revolving Lender according to its Pro Rata ShareApplicable Percentage. All commitment fees accrued until the effective date of any termination of the Aggregate Revolving Commitments shall will 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 mayshall have the right, upon notice delivered 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 no later than 11:00 a.m. 1:00 P.M., New York City time, at least three Business Days prior to the proposed date of termination or reduction, (ii) to terminate the Revolving Commitments or, from time to time, to reduce the amount of the Revolving Commitments; provided that no such termination or reduction shall be permitted if, after giving effect thereto and to any prepayments of the Revolving Loans or Swingline Loans made on the effective date thereof, the Revolving Extensions of Credit of any Revolving Lender would exceed such partial Revolving Lender’s Revolving Commitment. Any such reduction shall be in an aggregate amount of equal to $10,000,000 10,000,000, or any a whole multiple of $1,000,000 in excess thereof, (iii) shall reduce permanently the Revolving Commitments then in effect and shall be applied to reduce the Revolving Commitments of the Revolving Lenders as the Borrower shall not terminate or reduce may designate, but in any event, in the Aggregate case of Revolving Commitments ifwith the same Revolving Termination Date, after giving effect thereto and to any concurrent prepayments hereunder, on a pro rata basis among such Revolving Commitments based on 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 respective amount of such excess; provided further that, a notice of termination of the Aggregate Revolving Commitments of each Revolving Lender. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable, provided that such notice may state that such notice it is conditioned upon the effectiveness of other credit facilities (including under this Agreement) or any incurrence or issuance of debt or equity or other Indebtedness, the consummation of a particular Disposition, the occurrence of any a change of control or other transactionevent), in which case such notice may be revoked, subject to Section 3.05, 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 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 Pro 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 Existing Revolving Commitments will terminate on the applicable Incremental Restatement Effective Date. The Term A-2 Commitment of each Lender will terminate on the Restatement Effective Date immediately upon the funding of such Lender’s Term A-2 Loan Agreement), thereunder. The Additional Term B Commitment will terminate on the Restatement Effective Date immediately 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 funding 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 CommitmentsB Loans thereunder.

Termination or Reduction of Commitments. (a) The Borrower Company may, upon notice to the Administrative Agent, terminate the Aggregate Revolving Tranche 1 Commitments, or from time to time permanently reduce the Aggregate Revolving Tranche 1 Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 9:00 a.m. three five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 U.S.$10,000,000 or any whole multiple of $1,000,000 U.S.$1,000,000 in excess thereof, (iii) the Borrower Company shall not terminate or reduce the Aggregate Revolving Tranche 1 Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Tranche 1 Outstandings plus the Alternative Currency Reserve (if any) applicable to Tranche 1 would exceed the Aggregate Revolving Tranche 1 Commitments, and (iv) if, after giving effect to any reduction of the Aggregate Revolving Tranche 1 Commitments, the Letter of Credit FLOC Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Tranche 1 Commitments, such Letter of Credit Sublimit or such Swing Line Sublimit shall be automatically reduced by the amount of such excess; provided further that, and (v) no such reduction or termination under any Tranche hereunder shall be permitted unless a reduction or termination is made simultaneously under the other Tranche on a pro rata basis. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Revolving Tranche 1 Commitments. The amount of any such Aggregate Tranche 1 Commitment reduction shall not be applied to the FLOC Sublimit unless otherwise specified by the Company. 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. (b) The Company 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 9:00 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 U.S.$10,000,000 or any whole multiple of U.S.$1,000,000 in excess thereof, (iii) the Company shall not terminate or reduce the Aggregate Tranche 2 Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Tranche 2 Outstandings plus the Alternative Currency Reserve applicable to Tranche 2 would exceed the Aggregate Tranche 2 Commitments; and (iii) no such reduction or termination under any Tranche hereunder shall be permitted unless a reduction or termination is made simultaneously under the other Tranche on a pro rata basis. 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. (c) The Company may, upon notice to the Administrative Agent, terminate the Aggregate Tranche 3 Commitments, or from time to time permanently reduce the Aggregate Tranche 3 Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 9:00 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 U.S.$10,000,000 or any whole multiple of U.S.$1,000,000 in excess thereof, (iii) the Company shall not terminate or reduce the Aggregate Tranche 3 Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Tranche 3 Outstandings plus the Alternative Currency Reserve applicable to Tranche 3 would exceed the Aggregate Tranche 3 Commitments; and (iii) no such reduction or termination under any Tranche hereunder shall be permitted unless a reduction or termination is made simultaneously under the other Tranche on a pro rata basis. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Tranche 3 Commitments. Any reduction of the Aggregate Tranche 3 Commitments shall be applied to the Tranche 3 Commitment of each Tranche 3 Lender according to its Applicable Tranche 3 Percentage. Any notice of termination or reduction of commitments, and any corresponding notice of prepayment, may state that such notice it is conditioned upon the effectiveness of other credit facilities or any the incurrence or issuance of debt or equity other Indebtedness, the consummation of a particular Disposition or the occurrence of any other transactiona Change of Control, in which case such notice may be revoked, subject to Section 3.05, by the Borrower revoked (by notice to the Administrative Agent on or prior to the specified effective prepayment date) if 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 Pro Rata Share. . (d) 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 may, upon notice to the Administrative Agent, terminate the Aggregate Revolving Commitments, or from time to 37 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. three Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrower shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments 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 the Letter of Credit Sublimit or such Swing Line Sublimit shall be automatically reduced by the amount of any such excess; provided further that, a . 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 Revolving Commitments delivered by the Borrower 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 transactionfacilities, in which case and such notice may be revoked, subject to Section 3.05, 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 ; provided, however, the Borrower shall be responsible for all reasonable out-of-pocket costs and expenses of the Administrative Agent will promptly notify and the Revolving Lenders caused by the revocation of any 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 Aggregate Revolving CommitmentsBorrower. Any reduction of the Aggregate Revolving Commitments shall be applied to the Revolving Commitment of each Revolving Lender according to its Pro Rata ShareApplicable Percentage. 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) 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 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, and (iii) 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. 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. three five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 500,000 or any whole multiple of $1,000,000 100,000 in excess thereof, (iii) the Borrower shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments 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 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 (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 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 Pro Rata ShareApplicable Percentage. 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 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 11:00 a.m. three (3) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, (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 Outstanding Amount of Committed Loans, Bid Loans, Swing Line Loans and L/C Obligations would exceed the Aggregate Revolving Commitments, and (iv) if, after giving effect to any reduction of the Aggregate Revolving Commitments, the Alternative Currency Sublimit, the Bid Loan Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate 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 (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 Revolving Lenders of any such notice of termination or reduction of the Aggregate Revolving Commitments. The amount of any such Aggregate Commitment reduction shall be applied to the U.S. Dollar Sublimit, Alternative Currency Sublimit, any other Applicable Sublimit and each of the Letter of Credit Sublimits as specified by the Company. Any reduction of the Aggregate Revolving Commitments shall be applied to the Revolving Commitment of each Revolving Committed Loan Lender according to its Pro Rata ShareApplicable Percentage. 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)Company may, upon notice to the Administrative Agent, terminate any unused Incremental Term Commitments provided pursuant to the applicable Incremental 2015 Term Loan AgreementCommitments, or from time to time permanently reduce the 2015 Term Loan Commitments; provided that (i) any unused Incremental Term Commitments provided pursuant such notice shall be received by the Administrative Agent not later than 11:00 a.m. three (3) Business Days prior to the applicable Incremental Term Loan Agreement date of termination or reduction and (ii) any such partial reduction shall be in an integral aggregate amount of $10,000,000 or any whole 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 satisfiedexcess thereof. The Administrative Agent will promptly notify the applicable Incremental Term Lenders of any such notice of termination or reduction of the unused Incremental 2015 Term Loan Commitments. Any reduction of the Term Loan Commitments shall be applied to the Commitment of each 2015 Term Loan Lender according to its Applicable 2015 Term Loan Percentage. All fees accrued until the effective date of any termination of the 2015 Term Loan 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 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. three five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrower shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings and Outstanding Amount of Swing Line Loans 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 (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 Revolving Lenders of any such notice of termination or reduction of the Aggregate Revolving Commitments. The Aggregate Revolving Commitments shall be reduced by the amount of Revolving Loans required to be prepaid pursuant to Sections 2.06(d), (e), (f), (g) or (h), whether or not such amount of Revolving Loans are outstanding. Any reduction of the Aggregate Revolving Commitments shall be applied to the Revolving Commitment of each Revolving Lender according to its Revolving Pro Rata Share. All commitment fees Revolving 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 . If the applicable Incremental Term Loan Agreement)Additional Subordinated Debt has not been issued by the last day of fiscal year 2005, upon notice the Aggregate Revolving Commitments shall automatically be reduced by an amount equal to the Administrative Agent, terminate remainder of (i) $25,000,000 minus (ii) 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 voluntary reductions 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 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 (by notice to the Administrative Agent on or prior to the specified effective such 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 11:00 a.m. three five (5) Business Days 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, (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 Alternative Currency Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Commitments, such Letter of Credit Sublimit or such Swing Line Sublimit 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 (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 Revolving Lenders of any such notice of termination or reduction of the Aggregate Revolving Commitments. Subject to clause (iv) of the proviso to the first sentence in this Section 2.07, the amount of any such Aggregate Revolving Commitment reduction shall not be applied to the Alternative Currency Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrower. Any reduction of the Aggregate Revolving Commitments shall be applied to the Revolving Commitment of each Revolving Lender according to its Pro Rata ShareApplicable Percentage. 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 aggregate Term A Loan Commitments hereunder may be permanently reduced in whole or in part from and after the Effective Date until the Closing Date by notice from the Borrower may (unless otherwise provided in the applicable Incremental Term Loan Agreement), upon notice to the Administrative Agent, terminate ; provided that any unused Incremental Term Commitments provided pursuant such notice thereof must be received by 11:00 a.m. at least five Business Days prior to the applicable Incremental Term Loan Agreement, date of reduction or from time to time permanently reduce termination and any unused Incremental Term Commitments provided pursuant to the applicable Incremental Term Loan Agreement such reduction or termination shall be in an a minimum principal amount of $5,000,000 and integral multiple multiples 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 satisfiedexcess thereof. The Administrative Agent will promptly notify give prompt notice to the applicable Incremental Term A Lenders of any such notice of reduction in or termination or reduction of the unused Incremental aggregate Term A Loan Commitments. (c) The Revolving Commitments shall, if the Closing Date has not occurred on or prior to such date, be automatically and permanently reduced to zero on the Commitment Termination Date (d) The aggregate Term A Loan Commitments shall be automatically permanently reduced to zero on the earliest of (x) the date of the Borrowing of Term A Loans and (y) if the Closing Date has not occurred on or prior to such date, the Commitment Termination Date. (e) The aggregate Delayed Draw Term A Loan Commitments shall be automatically permanently reduced to zero on the Delayed Draw Term A Loan Termination Date. (f) The aggregate Term B Loan Commitments shall be automatically permanently reduced to zero on the earliest of (x) the date of the Borrowing of Term B Loans and (y) if the Closing Date has not occurred on or prior such date, the Commitment Termination Date.

Termination or Reduction of Commitments. (a) The Borrower may, upon notice from the Borrower to the Administrative AgentAgent (which notice may be revocable if such notice states that the termination is contingent upon the refinancing in full of the credit facility provided hereunder, or the occurrence of any other similar transaction, and such refinancing or other transaction does not occur), terminate the Aggregate Revolving Commitments, Commitments or the Letter of Credit Sublimit or from time to time permanently reduce the Aggregate Revolving CommitmentsCommitments or the Letter of Credit Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 1,000,000 or any whole multiple of $1,000,000 500,000 in excess thereof, (iii) the Borrower shall not terminate or reduce (A) the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Revolver Outstandings would exceed the Aggregate Revolving Commitments, and or (ivB) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit. (b) If, after giving effect to any reduction of the Aggregate 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 . (by notice to the Administrative Agent on or prior to the specified effective datec) if such condition is not satisfied. The Administrative Agent will promptly notify the Revolving Lenders of any such notice of termination or reduction of the Letter of Credit Sublimit or the Aggregate Revolving Commitments under this Section 2.05. Upon any 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 Pro Rata Shareshall be reduced by such Revolving Lender’s Applicable Percentage of such reduction amount. All commitment fees and interest in respect of the Aggregate Revolving Commitments accrued until the effective date of any termination of the Aggregate Revolving Commitments shall be paid on the effective date of such termination. (bd) The Borrower may (unless otherwise provided in the applicable Incremental Term Loan Agreement), Commitment of each Term Lender shall automatically terminate upon notice to the Administrative Agent, terminate any unused Incremental such 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 Lender’s funding 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 its portion of the applicable Incremental Term Lenders provided pursuant to Loan, which shall occur no later than 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 CommitmentsClosing Date.

Termination or Reduction of Commitments. (a) The Borrower Company may, upon notice to the Administrative Agent, (a) terminate the Aggregate Revolving Commitments and/or the Aggregate Alternative Currency Commitments, or (b) from time to time permanently reduce the Aggregate Revolving CommitmentsCommitments to an amount not less than the Outstanding Amount of Revolving Loans, Swing Line Loans and L/C Obligations and (c) from time to time permanently reduce the Aggregate Alternative Currency Commitments to an amount not less than the Outstanding Amount of Foreign Loans; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three 12:00 noon five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction of the Aggregate Revolving Commitments or the Aggregate Alternative Currency Commitments, as applicable, shall be in an aggregate amount of $10,000,000 5,000,000 or any whole multiple of $1,000,000 in excess thereof, 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 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 (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 Revolving Lenders of any such notice of termination or reduction of the Aggregate Revolving Commitments or the Aggregate Alternative Currency Commitments, as applicable. Any reduction of the Aggregate Revolving Commitments or the Aggregate Alternative Currency Commitments, as applicable, shall be applied to the Revolving Commitment or the Alternative Currency Commitment, as applicable, of each Revolving Lender according to its Pro Rata ShareApplicable Percentage. All commitment fees accrued with respect thereto until the effective date of any termination of the Aggregate Revolving Commitments and/or or the Aggregate Alternative Currency 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.