Common use of Termination or Reduction of Commitments Clause in Contracts

Termination or Reduction of Commitments. (a) The Borrower may, upon notice from the Company to the Administrative Agent, terminate the Revolving Facility, the Letter of Credit Sublimit or the Swingline Sublimit or from time to time permanently reduce the Revolving Facility, the Letter of Credit Sublimit or the Swingline Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof and (iii) the Borrower shall not terminate or reduce (A) the Revolving Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Revolving Facility, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit or (C) the Swingline Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swingline Loans would exceed the Letter of Credit Sublimit. If after giving effect to any reduction or termination of Revolving Commitments under this Section 2.06, the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline Sublimit exceeds the Revolving Facility at such time, the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline Sublimit, as the case may be, shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swingline Sublimit, the Alternative Currency Sublimit or the Revolving Commitment under this Section 2.06. The amount of any such reduction of the Revolving Commitments shall not be applied to the Alternative Currency Sublimit unless otherwise specified by the Company. Upon any reduction of the Revolving Commitments, the Revolving Commitment of each Revolving Lender shall be reduced by such Lender’s Applicable Revolving Percentage of such Reduction Amount. All fees in respect of the Revolving Facility accrued until the effective date of any termination of the Revolving Facility shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) The Borrower Borrowers may, upon irrevocable notice from the Company Lead Borrower to the Administrative Agent, terminate the Revolving FacilityAggregate Commitments, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swingline Swing Line Sublimit or from time to time permanently reduce the Revolving FacilityAggregate Commitments, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swingline Swing Line Sublimit; provided provided, that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five three (53) 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 thereof, (iii) the Borrower Borrowers shall not terminate or reduce (A) the Revolving Facility Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings under the Revolving Outstandings Credit Facility would exceed the Aggregate Commitments under the Revolving Credit Facility, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C LC Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit or Sublimit, (C) the Swingline Swing Line Sublimit if, after giving effect thereto thereto, and to any concurrent prepayments payments hereunder, the Outstanding Amount of Swingline Swing Line Loans hereunder would exceed the Letter Swing Line Sublimit or (D) the Aggregate FILO Facility Commitments if (x) after giving effect thereto and any concurrent prepayments hereunder the Total Outstandings under the FILO Facility would exceed the Aggregate FILO Facility Commitments or (y) a FILO Draw Period is then in effect, provided, that notwithstanding the foregoing, the Aggregate FILO Facility Commitments may be terminated at any time in connection with the termination of Credit Sublimit. If all of the Commitments under this Agreement. (b) If, after giving effect to any reduction or termination of Revolving the Aggregate Commitments under this Section 2.06the Revolving Credit Facility, the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline Swing Line Sublimit exceeds the Revolving Facility at amount of the Aggregate Commitments, such time, the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline Sublimit, as the case may be, Swing Line Sublimit shall be automatically reduced by the amount of such excess. . (c) The Administrative Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swingline Swing Line Sublimit, the Alternative Currency Sublimit Aggregate FILO Facility Commitments or the Revolving Commitment Aggregate Commitments under this Section 2.06. The amount of any such reduction of the Revolving Commitments shall not be applied to the Alternative Currency Sublimit unless otherwise specified by the Company. Upon any reduction of the Aggregate Commitments under the Revolving CommitmentsCredit Facility, the Revolving Credit Commitment of each Revolving Lender shall be reduced by such Lender’s Applicable Revolving Percentage of such Reduction Amountreduction amount. Upon any reduction of the Aggregate FILO Facility Commitments, the FILO Facility Commitments of each FILO Lender shall be reduced by such FILO Lender’s Applicable Percentage of such reduction amount. All fees (including, without limitation, commitment fees and Letter of Credit Fees) and interest in respect of the Revolving Aggregate Commitments or Aggregate FILO Facility Commitments accrued until the effective date of any termination of the Revolving Aggregate Commitments or Aggregate FILO Facility Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) The Borrower Borrowers may, upon irrevocable notice from the Company Lead Borrower to the Administrative Agent, terminate the Revolving FacilityAggregate Commitments, the Letter of Credit Sublimit or the Swingline Swing Line Sublimit or from time to time permanently reduce the Revolving FacilityAggregate Commitments, the Letter of Credit Sublimit or the Swingline Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof and thereof, (iii) the Borrower Borrowers shall not terminate or reduce (A) the Revolving Facility Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Revolving FacilityAggregate Commitments, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit or Sublimit, and (C) the Swingline Swing Line Sublimit if, after giving effect thereto thereto, and to any concurrent prepayments payments hereunder, the Outstanding Amount of Swingline Swing Line Loans hereunder would exceed the Letter of Credit Swing Line Sublimit. If . (b) If, after giving effect to any reduction or termination of Revolving Commitments under this Section 2.06the Aggregate Commitments, the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline Swing Line Sublimit exceeds the Revolving Facility at amount of the Aggregate Commitments, such time, the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline Sublimit, as the case may be, Swing Line Sublimit shall be automatically reduced by the amount of such excess. . (c) The Administrative Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swingline Sublimit, the Alternative Currency Swing Line Sublimit or the Revolving Commitment Aggregate Commitments under this Section 2.06. The amount of any such reduction of the Revolving Commitments shall not be applied to the Alternative Currency Sublimit unless otherwise specified by the Company. Upon any reduction of the Revolving Aggregate Commitments, the Revolving Commitment of each Revolving Lender shall be reduced by such Lender’s Applicable Revolving Percentage of such Reduction Amountreduction amount. All fees (including, without limitation, commitment fees, and Letter of Credit Fees) and interest in respect of the Revolving Facility Aggregate Commitments accrued until the effective date of any termination of the Revolving Facility Aggregate Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) The Borrower Borrowers may, upon irrevocable notice from the Company Lead Borrower to the Administrative Agent, terminate the Revolving FacilityCommitments of any Class, the Letter of Credit Sublimit or the Swingline Swing Line Sublimit or from time to time permanently reduce the Revolving FacilityCommitments of any Class, the Letter of Credit Sublimit or the Swingline Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five (5) 12:00 p.m. three Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 5,000,000 or any whole multiple of $1,000,000 in excess thereof and thereof, (iii) the Borrower Borrowers shall not terminate or reduce (A) the Revolving Facility Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Revolving FacilityAggregate Commitments, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit or Sublimit, and (C) the Swingline Swing Line Sublimit if, after giving effect thereto thereto, and to any concurrent prepayments payments hereunder, the Outstanding Amount of Swingline Swing Line Loans hereunder would exceed the Letter of Credit Swing Line Sublimit. If . (b) If, after giving effect to any reduction or termination of Revolving Commitments under this Section 2.06the Aggregate Commitments, the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline Swing Line Sublimit exceeds the Revolving Facility at amount of the Aggregate Commitments, such time, the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline Sublimit, as the case may be, Swing Line Sublimit shall be automatically reduced by the amount of such excess. . (c) The Administrative Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swingline Sublimit, the Alternative Currency Swing Line Sublimit or the Revolving Commitment Aggregate Commitments under this Section 2.06. The amount of any such reduction of the Revolving Commitments shall not be applied to the Alternative Currency Sublimit unless otherwise specified by the Company. Upon any reduction of the Revolving Aggregate Commitments, the Revolving Commitment of each Revolving Lender shall be reduced by such Lender’s Applicable Revolving Percentage of such Reduction Amountreduction amount. All fees (including, without limitation, commitment fees and Letter of Credit Fees) and interest in respect of the Revolving Facility Aggregate Commitments accrued until the effective date of any termination of the Revolving Facility Aggregate Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) The Borrower Borrowers may, upon notice from the Company to the Administrative Agent, terminate the Revolving FacilityAggregate Commitments, the Letter of Credit Sublimit or the Swingline Sublimit Swing Line Sublimit, or from time to time permanently reduce the Revolving FacilityAggregate Commitments, the Letter of Credit Sublimit or the Swingline Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five three (53) 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 or, if less, the entire amount thereof, and (iii) the Borrower Borrowers shall not terminate or reduce (A) the Revolving Facility Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Revolving FacilityAggregate Commitments, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit Sublimit, or (C) the Swingline Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swingline Swing Line Loans would exceed the Letter of Credit Swing Line Sublimit. If after giving effect to any reduction or termination of Revolving Aggregate Commitments under this Section 2.06, the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline Swing Line Sublimit exceeds the Revolving Facility Aggregate Commitments at such time, the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline Swing Line Sublimit, as the case may be, shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Letter of Credit Sublimit, Swingline Sublimit, the Alternative Currency Swing Line Sublimit or the Revolving Commitment under this Section 2.06Aggregate Commitments. The amount of any such Any reduction of the Revolving Aggregate Commitments shall not be applied to the Alternative Currency Sublimit unless otherwise specified by the Company. Upon any reduction of the Revolving Commitments, the Revolving Commitment of each Revolving Lender shall be reduced by such Lender’s according to its Applicable Revolving Percentage of such Reduction AmountPercentage. All fees in respect of the Revolving Facility accrued until the effective date of any termination of the Revolving Facility Aggregate Commitments shall be paid on the effective date of such termination. (b) In connection with each prepayment of the Loans under Section 2.05(b)(v) above, the Commitment of each Lender will be automatically and permanently reduced by an amount equal to seventy percent (70%) of the amount of the prepayment received by such Lender.

Termination or Reduction of Commitments. (a) The Borrower Borrowers may, upon irrevocable notice from the Company Lead Borrower to the Administrative Agent, terminate the Revolving FacilityCommitments of any Class, the Letter of Credit Sublimit or the Swingline Swing Line Sublimit or from time to time permanently reduce the Revolving FacilityCommitments of any Class, the Letter of Credit Sublimit or the Swingline Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five 12:00 p.m. three (53) 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 thereof, (iii) the Borrower Borrowers shall not terminate or reduce (A) the Revolving Facility Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Revolving FacilityAggregate Commitments, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit or Sublimit, and (C) the Swingline Swing Line Sublimit if, after giving effect thereto thereto, and to any concurrent prepayments payments hereunder, the Outstanding Amount of Swingline Swing Line Loans hereunder would exceed the Letter of Credit Swing Line Sublimit. If . (b) If, after giving effect to any reduction or termination of Revolving Commitments under this Section 2.06the Aggregate Commitments, the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline Swing Line Sublimit exceeds the Revolving Facility at amount of the Aggregate Commitments, such time, the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline Sublimit, as the case may be, Swing Line Sublimit shall be automatically reduced by the amount of such excess. . (c) The Administrative Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swingline Sublimit, the Alternative Currency Swing Line Sublimit or the Revolving Commitment Aggregate Commitments under this Section 2.06. The amount of any such reduction of the Revolving Commitments shall not be applied to the Alternative Currency Sublimit unless otherwise specified by the Company. Upon any reduction of the Revolving Aggregate Commitments, the Revolving Commitment of each Revolving Lender shall be reduced by such Lender’s Applicable Revolving Percentage of such Reduction Amountreduction amount. All fees (including, without limitation, commitment fees and Letter of Credit Fees) and interest in respect of the Revolving Facility Aggregate Commitments accrued until the effective date of any termination of the Revolving Facility Aggregate Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) The Borrower may, upon irrevocable notice from the Company Borrower to the Administrative AgentAgent (except as set forth below), terminate the Revolving FacilityAggregate Commitments, the Letter of Credit Sublimit or the Swingline Swing Line Sublimit or from time to time permanently reduce in part the Revolving FacilityAggregate Commitments, the Letter of Credit Sublimit or the Swingline Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five 1:00 p.m. three (53) 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 (A) the Revolving Facility Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Revolving FacilityAggregate Commitments, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations (other than L/C Borrowings) not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit or Sublimit, and (C) the Swingline Swing Line Sublimit if, after giving effect thereto thereto, and to any concurrent prepayments payments hereunder, the Outstanding Amount of Swingline Swing Line Loans made to the Borrower hereunder would exceed the Letter of Credit Swing Line Sublimit. If Notwithstanding anything to the contrary contained herein, the Borrower may rescind any notice of reduction or termination of the Commitments provided pursuant to this Section 2.06(a), if such termination or reduction was to have been made with the proceeds of an Amendment or Refinancing of all part of the Committed Loans hereunder or from the proceeds of an asset sale or an Equity Issuance, which Amendment or Refinancing, asset sale or Equity Issuance shall not have been consummated or shall otherwise have been delayed. (b) If, after giving effect to any reduction or termination of Revolving Commitments under this Section 2.06the Aggregate Commitments, the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline Swing Line Sublimit exceeds the Revolving Facility at amount of the Aggregate Commitments, such time, the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline Sublimit, as the case may be, Swing Line Sublimit shall be automatically reduced by the amount of such excess. . (c) The Administrative Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swingline Sublimit, the Alternative Currency Sublimit or the Revolving Commitment under made pursuant to this Section 2.06. The amount of any such reduction of the Revolving Commitments shall not be applied to the Alternative Currency Sublimit unless otherwise specified by the Company. Upon any reduction of the Revolving Aggregate Commitments, the Revolving Commitment of each Revolving Lender shall be reduced by such Lender’s Applicable Revolving Percentage of such Reduction Amountreduction amount. All fees (including, without limitation, Commitment Fees and Letter of Credit Fees) and interest in respect of the Revolving Facility Aggregate Commitments accrued until the effective date of any termination of the Revolving Facility Aggregate Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) The Borrower Company may, upon notice from the Company to the Administrative Agent, terminate the Revolving FacilityCredit Commitments of either Class, the Letter of Credit Sublimit or the Swingline Sublimit or from time to time permanently reduce the Revolving Facility, the Letter Credit Commitments of Credit Sublimit or the Swingline Sublimiteither Class; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five (5) 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 thereof, (iii) the Borrower Company shall not terminate or reduce (Ax) the Revolving Facility Credit Commitments of either Class if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Revolving FacilityCredit Commitments, (By) the Letter of Multicurrency Revolving Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit or (C) the Swingline Sublimit Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swingline Loans Total Multicurrency Revolving Credit Outstandings would exceed the Letter of Multicurrency Revolving Credit Sublimit. If Commitments or (z) the US Dollar Revolving Credit Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total US Dollar Revolving Credit Outstandings would exceed the US Dollar Revolving Credit Commitments and (iv) if, after giving effect to any reduction or termination of the Revolving Commitments under this Section 2.06Credit Commitments, the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline Swing Line Sublimit exceeds the amount of the Revolving Facility at Credit Commitments, such time, the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline Sublimit, as the case may be, shall be automatically reduced by the amount of such excessexcess provided, further that such notice may be revocable if the Company specifies therein that such reduction or termination is contingent upon the consummation of an anticipated transaction. The Administrative Agent will promptly notify the Revolving Credit Lenders of the applicable Class of any such notice of termination or reduction of the Letter of Revolving Credit Sublimit, Swingline Sublimit, the Alternative Currency Sublimit or the Revolving Commitment under this Section 2.06Commitments. The amount of any such Revolving Credit Commitment reduction of the Revolving Commitments shall not be applied to the Alternative Currency Letter of Credit Sublimit unless otherwise specified by the CompanyCompany or otherwise required by the preceding sentence. Upon any Any reduction of the Revolving Commitments, Credit Commitments of any Class shall be applied to the Revolving Commitment of each Revolving Credit Lender shall be reduced by such Lender’s Applicable Revolving Percentage of such Reduction AmountClass according to its Applicable Percentage. All fees in respect of the Revolving Facility accrued until the effective date of any termination of the Revolving Facility Credit Commitments of any Class shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) The Borrower may, upon irrevocable notice from the Company Borrower to the Administrative Agent, terminate the Revolving FacilityAggregate Commitments, the Letter of Credit Sublimit or the Swingline Swing Line Sublimit or from time to time permanently reduce the Revolving FacilityAggregate Commitments, the Letter of Credit Sublimit or the Swingline Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. 12:00 p.m. five (5) Business Days prior to the date of termination or 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 thereof, (iii) the Borrower shall not terminate or reduce (A) the Revolving Facility Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Revolving FacilityAggregate Commitments, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit or Sublimit, and (C) the Swingline Swing Line Sublimit if, after giving effect thereto thereto, and to any concurrent prepayments payments hereunder, the Outstanding Amount of Swingline Swing Line Loans hereunder would exceed the Letter of Credit Swing Line Sublimit. If Notwithstanding the foregoing, the Borrower may rescind or postpone any notice of termination of the Aggregate Commitments if such termination would have resulted from a refinancing of the credit facility established under the Loan Documents, which refinancing shall not be consummated or otherwise shall be delayed. (b) If, after giving effect to any reduction or termination of Revolving Commitments under this Section 2.06the Aggregate Commitments, the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline Swing Line Sublimit exceeds the Revolving Facility at amount of the Aggregate Commitments, such time, the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline Sublimit, as the case may be, Swing Line Sublimit shall be automatically reduced by the amount of such excess. . (c) The Administrative Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swingline Sublimit, the Alternative Currency Swing Line Sublimit or the Revolving Commitment Aggregate Commitments under this Section 2.06. The amount of any such reduction of the Revolving Commitments shall not be applied to the Alternative Currency Sublimit unless otherwise specified by the Company. Upon any reduction of the Revolving Aggregate Commitments, the Revolving Commitment of each Revolving Lender shall be reduced by such Lender’s Applicable Revolving Percentage of such Reduction Amountreduction amount. All fees (including, without limitation, commitment fees and Letter of Credit Fees) and interest in respect of the Revolving Facility Aggregate Commitments accrued until the effective date of any termination of the Revolving Facility Aggregate Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) The Borrower Domestic Borrowers may, upon irrevocable notice from the Company Lead Borrower to the Administrative Agent, terminate the Revolving FacilityTranche A Commitments, the Domestic Letter of Credit Sublimit or the Swingline Swing Line Sublimit or from time to time permanently reduce the Revolving FacilityTranche A Commitments, the Domestic Letter of Credit Sublimit or the Swingline Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof and thereof, (iii) the Borrower Domestic Borrowers shall not terminate or reduce (A) the Revolving Facility Tranche A Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings Outstanding Amount of the sum of Tranche A Loans, L/C Obligations with respect to Domestic Letters of Credit and Swing Line Loans would exceed the Revolving FacilityTranche A Commitments, (B) the Domestic Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations with respect to Domestic Letters of Credit not fully Cash Collateralized hereunder would exceed the Domestic Letter of Credit Sublimit, and (C) the Swing Line Sublimit if, after giving effect thereto, and to any concurrent payments hereunder, the Outstanding Amount of Swing Line Loans hereunder would exceed the Swing Line Sublimit. If, after giving effect to any reduction of the Tranche A Commitments, the Domestic Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the remaining Tranche A Commitments, such Domestic Letter of Credit Sublimit or Swing Line Sublimit shall be automatically reduced by the amount of such excess. (Cb) The Domestic Borrowers may, upon irrevocable notice from the Lead Borrower to the Agent, terminate the Incremental Commitments; provided that after giving pro forma effect to such termination and to any concurrent prepayments hereunder, the Payment Conditions have been satisfied. Any amount of the Incremental Loans so repaid may not be re-borrowed and any portion of the Incremental Commitments which are reduced or terminated may not be reinstated. (c) The Canadian Borrower may, upon irrevocable notice from the Canadian Borrower to the Agent, terminate the Canadian Commitments or the Canadian Letter of Credit Sublimit or from time to time permanently reduce the Canadian Commitments or the Canadian Letter of Credit Sublimit; provided that (i) any such notice shall be received by the Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 or any whole multiple of $500,000 in excess thereof, (iii) the Swingline Sublimit Canadian Borrower shall not terminate or reduce (A) the Canadian Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Canadian Total Outstandings would exceed the Canadian Commitments or (B) the Canadian Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of Swingline Loans L/C Obligations with respect to Canadian Letters of Credit not fully Cash Collateralized hereunder would exceed the Canadian Letter of Credit Sublimit. If If, after giving effect to any reduction or termination of Revolving Commitments under this Section 2.06the Canadian Commitments, the Canadian Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline Sublimit exceeds the Revolving Facility at amount of the remaining Canadian Commitments, such time, the Canadian Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline Sublimit, as the case may be, shall be automatically reduced by the amount of such excess. Any amount of the Canadian Loans so repaid may not be re-borrowed and any portion of the Canadian Commitments which are reduced or terminated may not be reinstated. (d) The Administrative Agent will promptly notify the Tranche A Lenders, the Incremental Lenders or the Canadian Lenders, as applicable, of any termination or reduction of the Domestic Letter of Credit Sublimit, Swingline Canadian Letter of Credit Sublimit, the Alternative Currency Swing Line Sublimit or the Revolving Commitment any Commitments under this Section 2.06. The amount of any such reduction of the Revolving Commitments shall not be applied to the Alternative Currency Sublimit unless otherwise specified by the Company. Upon any reduction of the Revolving any Commitments, the Revolving Commitment of each Revolving Lender shall be reduced by such Lender’s Applicable Revolving Percentage of such Reduction Amountreduction amount. All fees (including, without limitation, commitment fees, and Letter of Credit Fees) and interest in respect of the Revolving Facility Commitments accrued until the effective date of any termination of the Revolving Facility such Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) The Borrower Domestic Borrowers may, upon irrevocable notice from the Company Parent to the Administrative AgentAgent (except as set forth below), terminate the Revolving FacilityDomestic Total Commitments, the Domestic Letter of Credit Sublimit or the Swingline Domestic Swing Line Sublimit or from time to time permanently reduce in part the Revolving FacilityDomestic Total Commitments, the Domestic Letter of Credit Sublimit or the Swingline Domestic Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five three (53) 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 Domestic Borrowers shall not terminate or reduce (A) the Revolving Facility Domestic Total Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Revolving Domestic Total Revolving Outstandings would exceed the Revolving FacilityDomestic Total Commitments, (B) the Domestic Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of Domestic L/C Obligations (other than Domestic L/C Borrowings) not fully Cash Collateralized hereunder would exceed the Domestic Letter of Credit Sublimit, and (C) the Domestic Swing Line Sublimit if, after giving effect thereto, and to any concurrent payments hereunder, the Outstanding Amount of Swing Line Loans made to the Domestic Borrowers hereunder would exceed the Domestic Swing Line Sublimit. Notwithstanding anything to the contrary contained herein, the Domestic Borrowers may rescind any notice of reduction or termination of the Revolving Domestic Commitments provided pursuant to this Section 2.06(a), if such termination or reduction was to have been made with the proceeds of a refinancing of all part of the Committed Loans hereunder or from the proceeds of an asset sale or a similar transaction, which refinancing, asset sale or similar transaction shall not have been consummated or shall otherwise have been delayed. (b) The Canadian Borrower may, upon irrevocable notice from the Canadian Borrower to the Canadian Agent (except as set forth below), terminate the Canadian Total Commitments, the Canadian Letter of Credit Sublimit or the Canadian Swing Line Sublimit or from time to time permanently reduce in part the Canadian Total Commitments, the Canadian Letter of Credit Sublimit or the Canadian Swing Line Sublimit; provided that (Ci) any such notice shall be received by the Canadian Agent not later than 11:00 a.m. (Toronto time) three (3) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $2,000,000 or any whole multiple of $1,000,000 in excess thereof and (iii) the Swingline Sublimit Canadian Borrower shall not reduce (A) the Canadian Total Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Canadian Total Outstandings would exceed the Canadian Total Commitments, (B) the Canadian Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of Swingline Loans Canadian L/C Obligations (other than Canadian L/C Borrowings) not fully Cash Collateralized hereunder would exceed the Canadian Letter of Credit Sublimit, and (C) the Canadian Swing Line Sublimit if, after giving effect thereto, and to any concurrent payments hereunder, the Outstanding Amount of Swing Line Loans made to the Canadian Borrower hereunder would exceed the Canadian Swing Line Sublimit. If Notwithstanding anything to the contrary contained herein, the Canadian Borrower may rescind any notice of reduction or termination of the Canadian Commitments provided pursuant to this Section 2.06(b), if such termination or reduction was to have been made with the proceeds of a refinancing of all part of the Committed Loans hereunder or from the proceeds of an asset sale or a similar transaction, which refinancing, asset sale or similar transaction shall not have been consummated or shall otherwise have been delayed. (c) If, after giving effect to any reduction or termination of the Revolving Commitments under this Section 2.06Domestic Total Commitments, the Domestic Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline Domestic Swing Line Sublimit exceeds the amount of the Revolving Facility at Domestic Total Commitments, such time, the Domestic Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline Sublimit, as the case may be, Domestic Swing Line Sublimit shall be automatically reduced by the amount of such excess. . (d) If, after giving effect to any reduction of the Canadian Total Commitments, the Canadian Letter of Credit Sublimit or the Canadian Swing Line Sublimit exceeds the amount of the Canadian Total Commitments, such Canadian Letter of Credit Sublimit or Canadian Swing Line Sublimit shall be automatically reduced by the amount of such excess. (e) The Canadian Total Commitments, the Canadian Letter of Credit Sublimit or the Canadian Swing Line Sublimit shall be automatically terminated without any further action of any Loan Party or any Credit Party upon the termination of the Revolving Domestic Commitments pursuant to Section 2.06(a) hereof. (f) The Administrative Agent or the Canadian Agent, as applicable, will promptly notify the Revolving Domestic Lenders or the Canadian Lenders, as applicable, of any termination or reduction of the Letter of Credit Sublimit, Swingline Sublimit, the Alternative Currency Sublimit or the Revolving Commitment under made pursuant to this Section 2.06. The amount of any such reduction of the Revolving Commitments shall not be applied to the Alternative Currency Sublimit unless otherwise specified by the Company. Upon any reduction of the Revolving Domestic Total Commitments, the Revolving Domestic Commitment of each Revolving Domestic Lender shall be reduced by such Revolving Domestic Lender’s Applicable Revolving Percentage of such Reduction Amountreduction amount. Upon any reduction of the Canadian Total Commitments, the Canadian Commitment of each Canadian Lender shall be reduced by such Canadian Lender’s Applicable Percentage of such reduction amount. All fees (including, without limitation, Commitment Fees and Letter of Credit Fees) and interest in respect of the Revolving Facility Aggregate Total Commitments accrued until the effective date of any termination of the Revolving Facility Aggregate Total Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) The Borrower Company may, upon notice from the Company to the Administrative Agent, terminate the Global Revolving Credit Facility, the U.S. Revolving Credit Facility, the Letter of Credit Sublimit, the Global Swing Line Sublimit or the Swingline Sublimit U.S. Swing Line Sublimit, or from time to time permanently reduce the Global Revolving Credit Facility, the U.S. Revolving Credit Facility, the Letter of Credit Sublimit, the Global Swing Line Sublimit or the Swingline U.S. Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof and thereof, (iii) the Borrower Company shall not terminate or reduce (A) the U.S. Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total U.S. Revolving Credit Outstandings would exceed the U.S. Revolving Credit Facility, (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, (C) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit or Sublimit, (CD) the Swingline U.S. Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swingline U.S. Swing Line Loans would exceed the Letter U.S. Swing Line Sublimit or (E) the Global Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Credit Global Swing Line Loans would exceed the Global Swing Line Sublimit. If , and (iv) if, after giving effect to any reduction or termination of the applicable Revolving Commitments under this Section 2.06Facility, the Letter of Credit Sublimit, the Alternative Currency Designated Foreign Borrower Sublimit, the U.S. Swing Line Sublimit or the Swingline Global Swing Line Sublimit (in any case, as applicable) exceeds the amount of such Revolving Facility at Facility, such time, the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline Sublimit, as the case may be, sublimit shall be automatically reduced by the amount of such excess; and provided, further, that such notice may be conditional on the effectiveness of a replacement credit agreement (or other similar document) or the receipt of proceeds of the issuance of Indebtedness or some other identifiable event or condition and may be revoked by the Company (by written notice to the Administrative Agent at least one (1) Business Day prior to the specified effective date) if such condition is not satisfied. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Letter of Credit Sublimit, Swingline Sublimit, the Alternative Currency Sublimit applicable Revolving Facility or the Revolving Commitment sublimit under this Section 2.06clause (a). The amount of any such reduction of the U.S. Revolving Commitments Credit Facility shall not be applied to the Alternative Currency Letter of Credit Sublimit unless otherwise specified by the Company. Upon any Any reduction of the applicable Revolving Commitments, Facility shall be applied to the Revolving Commitment of each applicable Revolving Lender shall be reduced by such Lender’s according to its Applicable Revolving Percentage of such Reduction AmountPercentage. All fees in respect of the Revolving Facility accrued until the effective date of any termination of the either Revolving Facility shall be paid on the effective date of such termination. (b) The aggregate Term Commitments shall be automatically and permanently reduced to zero on the date of the Term Borrowing.

Termination or Reduction of Commitments. (a) The Borrower Company may, upon notice from the Company to the Administrative Agent, terminate the Revolving Facility, the Letter of Credit Sublimit Facility (or the Swingline Sublimit either Facility thereunder) or from time to time permanently reduce the aggregate amount of the Revolving Facility, the Letter of Credit Sublimit Facility (or the Swingline Sublimiteither Facility thereunder); provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. 2:00 p.m. five (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 $1,000,000 500,000 in excess thereof and thereof, (iii) the Borrower Company shall not terminate or reduce (A) the Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Revolving Credit Facility, (Biv) the Letter of Company shall not terminate or reduce the Multicurrency Revolving Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit or (C) the Swingline Sublimit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swingline Loans Total Multicurrency Revolving Credit Outstandings would exceed the Letter of Multicurrency Revolving Credit Sublimit. If Facility, (v) the Company shall not terminate or reduce the US Dollar Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total US Dollar Revolving Credit Outstandings would exceed the US Dollar Revolving Credit Facility, (vi) if, after giving effect to any reduction or termination of the Multicurrency Revolving Commitments under this Section 2.06, the Letter of Credit SublimitFacility, the Alternative Currency Loan Sublimit or the Swingline Swing Line Sublimit exceeds the amount of the Multicurrency Revolving Facility at Credit Facility, such time, the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline Sublimit, as the case may be, shall be automatically reduced by the amount of such excess, (vii) if, after giving effect to any reduction of the Revolving Credit Facility, the Foreign Borrower Sublimit exceeds the amount of the Revolving Credit Facility, such Sublimit shall be automatically reduced by the amount of such excess and (viii) the Alternative Currency Sublimit shall be automatically adjusted in accordance with the definition thereof in connection with any reduction of the Revolving Credit Facility. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Letter of Revolving Credit Sublimit, Swingline Sublimit, the Alternative Currency Sublimit Facility (or the Revolving Commitment under this Section 2.06either Facility thereunder). The amount of any such Any reduction of the Revolving Commitments Credit Facility (or either Facility thereunder) shall not be applied to the Alternative Currency Sublimit unless otherwise specified by the Company. Upon any reduction of the Revolving CommitmentsCredit Commitment (or, the as applicable Multicurrency Revolving Credit Commitment or US Dollar Revolving Credit Commitment) of each Revolving Appropriate Lender shall be reduced by according to its Applicable Percentage with respect to such Lender’s Applicable Revolving Percentage of such Reduction AmountFacility. All fees in respect of the Revolving Facility accrued until the effective date of any termination of the Multicurrency Revolving Facility Credit Commitment or the US Dollar Revolving Credit Commitment, as applicable, shall be paid on the effective date of such termination. If the repayment of Loans or L/C Obligations resulting in the refinancing of all of the Obligations and the termination of this Agreement is being made with the proceeds of another transaction, then such termination may be conditioned upon the closing of such refinancing transaction.

Termination or Reduction of Commitments. (a) The Borrower Borrowers may, upon irrevocable notice from the Company Lead Borrower to the Administrative Agent, terminate the Revolving FacilityAggregate Commitments, the Letter of Credit Sublimit or the Swingline Swing Line Sublimit or from time to time permanently reduce the Revolving FacilityAggregate Commitments, the Letter of Credit Sublimit or the Swingline Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 1,000,000 or any whole multiple of $1,000,000 500,000 in excess thereof and thereof, (iii) the Borrower Borrowers shall not terminate or reduce (A) the Revolving Facility Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Revolving FacilityAggregate Commitments, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit or Sublimit, and (C) the Swingline Swing Line Sublimit if, after giving effect thereto thereto, and to any concurrent prepayments payments hereunder, the Outstanding Amount of Swingline Swing Line Loans hereunder would exceed the Letter Swing Line Sublimit, and (iv) notwithstanding anything to the contrary in the foregoing, a notice of Credit Sublimit. If termination of the Commitments delivered by the Lead Representative may state that such notice is conditioned upon the effectiveness of other credit facilities or other transaction, in which case such notice may be revoked by the Borrower Representative (by notice to the Agent on or prior to the specified effective date) if such condition is not satisfied. (b) If, after giving effect to any reduction or termination of Revolving Commitments under this Section 2.06the Aggregate Commitments, the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline Swing Line Sublimit exceeds the Revolving Facility at amount of the Aggregate Commitments, such time, the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline Sublimit, as the case may be, Swing Line Sublimit shall be automatically reduced by the amount of such excess. . (c) The Administrative Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swingline Sublimit, the Alternative Currency Swing Line Sublimit or the Revolving Commitment Aggregate Commitments under this Section 2.06. The amount of any such reduction of the Revolving Commitments shall not be applied to the Alternative Currency Sublimit unless otherwise specified by the Company. Upon any reduction of the Revolving Aggregate Commitments, the Revolving Commitment of each Revolving Lender shall be reduced by such Lender’s Applicable Revolving Percentage of such Reduction Amountreduction amount. All fees (including, without limitation, commitment fees and Letter of Credit Fees) and interest in respect of the Revolving Facility Aggregate Commitments accrued until the effective date of any termination of the Revolving Facility Aggregate Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) The Borrower may, upon notice from the Company to the Administrative Agent, terminate the Aggregate Revolving FacilityCommitments, the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline Sublimit Swing Line Sublimit, or from time to time permanently reduce the Aggregate Revolving FacilityCommitments, the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof and (iii) the Borrower shall not terminate or reduce (A) the Aggregate Revolving Facility Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Aggregate Revolving FacilityCommitments, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit or Sublimit, (C) the Swingline Alternative Currency Sublimit if, after giving effect thereto, the Outstanding Amount of Letters of Credit denominated in Alternative Currencies would exceed the Alternative Currency Sublimit or (D) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swingline Swing Line Loans would exceed the Letter Swing Line Sublimit. (b) Following the occurrence of a Change of Control, the Required Lenders may in their sole and absolute discretion elect, during the sixty day period immediately subsequent to the later of (a) such occurrence and (b) the earlier of (i) receipt of the Borrower’s written notice to the Administrative Agent of such occurrence and (ii) if no such notice has been received by the Administrative Agent, the date upon which the Administrative Agent and the Lenders have actual knowledge thereof, to terminate all of the Commitments. In any such case the Commitments shall be terminated effective on the date which is sixty days subsequent to the date of written notice from the Administrative Agent to the Borrower thereof, and (i) to the extent that any Loans are then outstanding, the same shall be immediately due and payable, and (ii) to the extent that any Letters of Credit Sublimit. If after giving effect to any reduction or termination of Revolving Commitments under this Section 2.06are then outstanding, Borrower shall provide cash collateral for the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline Sublimit exceeds the Revolving Facility at such time, the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline Sublimit, as the case may be, shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swingline Sublimit, the Alternative Currency Sublimit or the Revolving Commitment under this Section 2.06. The amount of any such reduction of the Revolving Commitments shall not be applied to the Alternative Currency Sublimit unless otherwise specified by the Company. Upon any reduction of the Revolving Commitments, the Revolving Commitment of each Revolving Lender shall be reduced by such Lender’s Applicable Revolving Percentage of such Reduction Amount. All fees in respect of the Revolving Facility accrued until the effective date of any termination of the Revolving Facility shall be paid on the effective date of such terminationsame.

Termination or Reduction of Commitments. (a) The Borrower may, upon notice from the Company to the Administrative Agent, terminate the Revolving Credit Facility, the Letter of Credit Sublimit Sublimit, or the Swingline Swing Line Sublimit or from time to time permanently reduce the Revolving Credit Facility, the Letter of Credit Sublimit or the Swingline Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 1,000,000 or any whole multiple of $1,000,000 100,000 in excess thereof thereof, (iii) any prepayment of a Revolving Credit Loan or a Swing Line Loan or termination, cancellation or cash collateralization of any L/C Obligations necessary to effectuate a reduction under this Section 2.06 shall be accompanied by payment of (A) accrued interest (or fees) on the amount prepaid to the date of prepayment and (iiiB) any additional amounts required pursuant to Section 3.05 and (iv) the Borrower shall not terminate or reduce (A) the Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Revolving Credit Facility, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit or (C) the Swingline Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swingline Swing Line Loans would exceed the Letter of Credit Swing Line Sublimit. If after giving effect to any reduction or termination of Revolving Commitments under this Section 2.06, the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline Sublimit exceeds the Revolving Facility at such time, the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline Sublimit, as the case may be, shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Revolving Credit Facility, the Letter of Credit Sublimit, Swingline Sublimit, the Alternative Currency Sublimit or the Revolving Commitment under this Section 2.06Swing Line Sublimit. The amount of any Any such reduction of the Revolving Commitments shall not be applied to the Alternative Currency Sublimit unless otherwise specified by the Company. Upon any reduction of the Revolving Commitments, the Revolving Credit Commitment of each Revolving Appropriate Lender shall be reduced by such Lender’s according to its Applicable Revolving Percentage of such Reduction AmountCredit Percentage. All fees in respect of the Revolving Facility accrued until the effective date of any termination of the Revolving Facility Aggregate Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) The Borrower Company may, upon notice from the Company to the Administrative Agent, terminate the Revolving FacilityCredit Commitments of either Class, the Letter of Credit Sublimit or the Swingline Sublimit or from time to time permanently reduce the Revolving Facility, the Letter Credit Commitments of Credit Sublimit or the Swingline Sublimiteither Class; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five (5) 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 thereof, (iii) the Borrower Company shall not terminate or reduce (Ax) the Revolving Facility Credit Commitments of either Class if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Revolving FacilityCredit Commitments, (By) the Letter of Multicurrency Revolving Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit or (C) the Swingline Sublimit Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swingline Loans Total Multicurrency Revolving Credit Outstandings would exceed the Letter of Multicurrency Revolving Credit Sublimit. If Commitments, (z) the US Dollar Revolving Credit Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total US Dollar Revolving Credit Outstandings would exceed the US Dollar Revolving Credit Commitments and (iv) if, after giving effect to any reduction or termination of the Revolving Commitments under this Section 2.06Credit Commitments, the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline Swing Line Sublimit exceeds the amount of the Revolving Facility at Credit Commitments, such time, the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline Sublimit, as the case may be, shall be automatically reduced by the amount of such excessexcess provided, further that such notice may be revocable if the Company specifies therein that such reduction or termination is contingent upon the consummation of an anticipated transaction. The Administrative Agent will promptly notify the Revolving Credit Lenders of the applicable Class of any such notice of termination or reduction of the Letter of Revolving Credit Sublimit, Swingline Sublimit, the Alternative Currency Sublimit or the Revolving Commitment under this Section 2.06Commitments. The amount of any such Revolving Credit Commitment reduction of the Revolving Commitments shall not be applied to the Alternative Currency Letter of Credit Sublimit unless otherwise specified by the CompanyCompany or otherwise required by the preceding sentence. Upon any Any reduction of the Revolving Commitments, Credit Commitments of any Class shall be applied to the Revolving Commitment of each Revolving Credit Lender shall be reduced by such Lender’s Applicable Revolving Percentage of such Reduction AmountClass according to its Applicable Percentage. All fees in respect of the Revolving Facility accrued until the effective date of any termination of the Revolving Facility Credit Commitments of any Class shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a1) The Borrower may, upon notice from the Company to the Administrative Agent, terminate the Revolving Credit Facility, the Letter of Credit Sublimit Sublimit, or the Swingline Swing Line Sublimit or from time to time permanently reduce the Revolving Credit Facility, the Letter of Credit Sublimit or the Swingline Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 1,000,000 or any whole multiple of $1,000,000 100,000 in excess thereof thereof, (iii) any prepayment of a Revolving Credit Loan or a Swing Line Loan or termination, cancellation or cash collateralization of any L/C Obligations necessary to effectuate a reduction under this Section 2.06 shall be accompanied by payment of (A) accrued interest (or fees) on the amount prepaid to the date of prepayment and (iiiB) any additional amounts required pursuant to Section 3.05 and (iv) the Borrower shall not terminate or reduce (A) the Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Revolving Credit Facility, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit or Sublimit, (C) the Swingline Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swingline Swing Line Loans would exceed the Letter of Credit Sublimit. If Swing Line Sublimit or (D) the Canadian Dollar Sublimit if, after giving effect thereto and to any reduction or termination of Revolving Commitments under this Section 2.06concurrent prepayments hereunder, the Letter Outstanding Amount of Credit Loans denominated in Canadian Dollars would exceed the Canadian Dollar Sublimit, the Alternative Currency Sublimit or the Swingline Sublimit exceeds the Revolving Facility at such time, the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline Sublimit, as the case may be, shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Revolving Credit Facility, the Letter of Credit Sublimit, Swingline Sublimit, the Alternative Currency Sublimit or the Revolving Commitment under this Section 2.06Swing Line Sublimit. The amount of any Any such reduction of the Revolving Commitments shall not be applied to the Alternative Currency Sublimit unless otherwise specified by the Company. Upon any reduction of the Revolving Commitments, the Revolving Credit Commitment of each Revolving Appropriate Lender shall be reduced by such Lender’s according to its Applicable Revolving Percentage of such Reduction AmountCredit Percentage. All fees in respect of the Revolving Facility accrued until the effective date of any termination of the Revolving Facility Aggregate Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) The Borrower may, upon notice from the Company to the Administrative AgentAgent and without penalty, terminate the Revolving Credit Facility, the Letter of Credit Sublimit or the Swingline Sublimit Swing Line Sublimit, or from time to time permanently reduce the Revolving Credit Facility, the Letter of Credit Sublimit or the Swingline Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. CHL:63544.12 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 thereof, (iii) the Borrower shall not terminate or reduce (A) the Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Revolving Credit Facility, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit or (C) the Swingline Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swingline Swing Line Loans would exceed the Letter Swing Line of Credit Sublimit. If , and (iv) if, after giving effect to any reduction or termination of the Revolving Commitments under this Section 2.06Credit Facility, the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline Swing Line Sublimit exceeds the amount of the Revolving Facility at Credit Facility, such time, the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline Sublimit, as the case may be, sublimit shall be automatically reduced by the amount of such excess; provided, further, that a notice of termination of the Revolving Credit Commitments, including the Letter of Credit Sublimit or the Swing Line Sublimit, delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. The Administrative Agent will promptly notify the Revolving Credit Lenders of any such notice of termination or reduction of the Letter of Revolving Credit Sublimit, Swingline Sublimit, the Alternative Currency Sublimit or the Revolving Commitment under this Section 2.06Facility. The amount of any such Any reduction of the Revolving Commitments Credit Facility shall not be applied to the Alternative Currency Sublimit unless otherwise specified by the Company. Upon any reduction of the Revolving Commitments, the Revolving Credit Commitment of each Revolving Credit Lender shall be reduced by such Lender’s according to its Applicable Revolving Percentage of such Reduction AmountCredit Percentage. All fees in respect of the Revolving Facility accrued until the effective date of any termination of the Revolving Credit Facility shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) The Borrower may, upon irrevocable (except as set forth below) notice from the Company Borrower to the Administrative Agent, terminate the Revolving FacilityAggregate Commitments, the Letter of Credit Sublimit, the Alternate Currency Letter of Credit Sublimit or the Swingline Sublimit Swing Line Sublimitin whole, or from time to time permanently reduce the Revolving Facilityin part, in each case, without premium or penalty, the Aggregate Commitments, the Letter of Credit Sublimit, the Alternate Currency Letter of Credit Sublimit or the Swingline Swing Line Sublimit; provided that provided, that,except for any terminations or reductions made pursuant to Section 3.07(b), (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five three (53) Business Days prior to the date of termination or reductionreduction (or such shorter period as the Agent may reasonably agree), (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 thereof, (iii) the Borrower shall not terminate or reduce (A) the Revolving Facility Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Revolving FacilityAggregate Commitments, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit or Sublimit, (C) the Swingline Alternate Currency Letter of Credit Sublimit if, after giving effect thereto thereto, the Outstanding Amount of L/C Obligations in respect of Alternate Currency Letters of Credit (calculated based on the Dollar Equivalent thereof) not fully Cash Collateralized hereunder would exceed the Alternate Currency Letter of Credit Sublimit, and (D) the Swing Line Sublimit if, after giving effect thereto, and to any concurrent prepayments payments hereunder, the Outstanding Amount of Swingline Swing Line Loans hereunder would exceed the Letter Swing Line Sublimit; provided, further, that sucha notice of Credit Sublimittermination delivered by the Borrower may state that such notice is conditioned on the funding or consummation of any transaction or transactionsupon the occurrence or non-occurrence of any event specified therein (including, without limitation, any sale or disposition of Collateral or the closing of any other financing transaction). If the effectiveness of other credit facilities or other transactions specified therein), in which case such notice may be revoked or extended by the Borrower (by notice to the Agent on or prior to the specified effective date) if such condition is not satisfied or otherwise conditioned on the occurrence or non-occurrence of such event. (b) If, after giving effect to any reduction or termination of Revolving Commitments under this Section 2.06the Aggregate Commitments, the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline Swing Line Sublimit exceeds the Revolving Facility at amount of the Aggregate Commitments, such time, the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline Sublimit, as the case may be, Swing Line Sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swingline Sublimit, the Alternative Currency Sublimit or the Revolving Commitment under this Section 2.06. The amount of any such reduction of the Revolving Commitments shall not be applied to the Alternative Currency Sublimit unless otherwise specified by the Company. Upon any reduction of the Revolving Commitments, the Revolving Commitment of each Revolving Lender shall be reduced by such Lender’s Applicable Revolving Percentage of such Reduction Amount. All fees in respect of the Revolving Facility accrued until the effective date of any termination of the Revolving Facility shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) The Borrower Company may, upon notice from the Company to the Administrative Agent, terminate the Revolving FacilityCredit Facilities, the U.S. Letter of Credit Sublimit or the Swingline Sublimit U.S. Swing Line Sublimit, or from time to time permanently reduce the Revolving FacilityCredit Facilities, the U.S. Letter of Credit Sublimit or the Swingline U.S. Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof and thereof, (iii) the Borrower Company shall not terminate or reduce (A) the Revolving Facility Credit Facilities if, after giving effect thereto and to any concurrent prepayments hereunder, the Total U.S. Revolving Outstandings Credit Outstandings, in the case of the U.S. Revolving Credit Facility, or the Total Alternative Revolving Credit Outstandings, in the case of the Alternative Revolving Credit Facility, would exceed the relevant Revolving Credit Facility, (B) the U.S. Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of any U.S. L/C Obligations not fully Cash Collateralized hereunder would exceed the U.S. Letter of Credit Sublimit or (C) the Swingline U.S. Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swingline any U.S. Swing Line Loans would exceed the Letter of Credit Sublimit. If U.S. Swing Line Sublimit and (iv) if after giving effect to any reduction or termination of Revolving Credit Commitments under this Section 2.06, the U.S. Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline U.S. Swing Line Sublimit exceeds the U.S. Revolving Facility Credit Facility, as applicable, at such time, the U.S. Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline U.S. Swing Line Sublimit, as the case may be, shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swingline Sublimit, the Alternative Currency Sublimit or the Revolving Commitment under this Section 2.06. The amount of any such reduction of the Revolving Commitments shall not be applied to the Alternative Currency Sublimit unless otherwise specified by the Company. Upon any reduction of the Revolving Commitments, the Revolving Commitment of each Revolving Lender shall be reduced by such Lender’s Applicable Revolving Percentage of such Reduction Amount. All fees in respect of the Revolving Facility accrued until the effective date of any termination of the Revolving Facility shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) The Borrower may, upon written notice from the Company to the Administrative Agent, terminate the Revolving Credit Facility, the Letter of Credit Sublimit or the Swingline Sublimit Swing Line Sublimit, or from time to time permanently reduce the Revolving Credit Facility, the Letter of Credit Sublimit or the Swingline Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof and (iii) the Borrower shall not terminate or reduce (A) the Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Revolving Credit Facility, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit Sublimit, or (C) the Swingline Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swingline Swing Line Loans would exceed the Letter of Credit Sublimit. If after giving effect to any reduction or termination of Revolving Credit Commitments under this Section 2.06, the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline Swing Line Sublimit exceeds the Revolving Credit Facility at such time, the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline Swing Line Sublimit, as the case may be, shall be automatically reduced by the amount of such excess. (b) During the Term Loan Availability Period, the Borrower may, upon written notice to the Administrative Agent, from time to time terminate (in whole or in part) the unused portion of 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 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. In addition, the aggregate Term Commitments shall be automatically and permanently reduced to zero on the last day of the Term Loan Availability Period. (c) The Administrative Agent will promptly notify the Appropriate Lenders of any termination or reduction of the Letter of Credit Sublimit, Swingline Sublimit, the Alternative Currency Swing Line Sublimit or the Revolving Credit Commitment under this Section 2.06. The amount of any such reduction of the Revolving Commitments shall not be applied to the Alternative Currency Sublimit unless otherwise specified by the Company. Upon any reduction of the Revolving Credit Commitments, the Revolving Credit Commitment of each Revolving Credit Lender shall be reduced by such Lender’s 's Applicable Revolving Credit Percentage of such Reduction Amountreduction 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. (d) The Administrative Agent will promptly notify the Appropriate Lenders of any termination or reduction of the unused portion of the aggregate Term Commitments under the first sentence of Section 2.06(b). 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 Applicable Percentage 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. (e) In addition to the foregoing, at any time during the Term Loan Availability Period, but prior to the date of the Term Borrowing, upon the occurrence of any events described in Section 2.05(c)(ii)(A) through (D), the Term Commitments of the Term Lenders shall be automatically and permanently reduced on a dollar-for-dollar basis by an amount equal to 100% of the Net Cash Proceeds received by any Loan Party or any Subsidiary as a result of any such event described in Section 2.05(c)(ii)(A) through (D) immediately upon receipt of such Net Cash Proceeds by such Loan Party or such Subsidiary, except for Net Cash Proceeds in respect of Extraordinary Receipts constituting proceeds of casualty or property insurance that the Borrower (or any applicable Subsidiary) has elected to reinvest pursuant to, and subject to the limitations of, Section 2.05(c)(ii)(F). Upon any reduction of the unused portion of the aggregate Term Commitments, the Term Commitment of each Term Lender shall be irrevocably reduced by such Lender's Applicable Percentage of such reduction amount.

Termination or Reduction of Commitments. (a) The Borrower Company may, upon notice from the Company to the Administrative Agent, terminate the Global Revolving Credit Facility, the U.S. Revolving Credit Facility, the Letter of Credit Sublimit, the Global Swing Line Sublimit or the Swingline Sublimit U.S. Swing Line Sublimit, or from time to time permanently reduce the Global Revolving Credit Facility, the U.S. Revolving Credit Facility, the Letter of Credit Sublimit, the Global Swing Line Sublimit or the Swingline U.S. Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof and thereof, (iii) the Borrower Company shall not terminate or reduce (A) the U.S. Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total U.S. Revolving Credit Outstandings would exceed the U.S. Revolving Credit Facility, (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, (C) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit or Sublimit, (CD) the Swingline U.S. Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swingline U.S. Swing Line Loans would exceed the Letter U.S. Swing Line Sublimit or (E) the Global Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Credit Global Swing Line Loans would exceed the Global Swing Line Sublimit. If , and (iv) if, after giving effect to any reduction or termination of the applicable Revolving Commitments under this Section 2.06Facility, the Letter of Credit Sublimit, the Alternative Currency Designated Foreign Borrower Sublimit, the U.S. Swing Line Sublimit or the Swingline Global Swing Line Sublimit (in any case, as applicable) exceeds the amount of such Revolving Facility at Facility, such time, the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline Sublimit, as the case may be, shall be automatically reduced by the amount of such excess; and provided, further, that if such notice is given in connection with a refinancing of all Obligations (other than contingent indemnification obligations), such notice may be conditional on the effectiveness of the replacement credit agreement or other similar document and may be revoked by the Company if such condition is not satisfied. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Letter of Credit Sublimit, Swingline Sublimit, the Alternative Currency Sublimit applicable Revolving Facility or the Revolving Commitment sublimit under this Section 2.06clause (a). The amount of any such reduction of the U.S. Revolving Commitments Credit Facility shall not be applied to the Alternative Currency Letter of Credit Sublimit unless otherwise specified by the Company. Upon any Any reduction of the applicable Revolving Commitments, Facility shall be applied to the Revolving Commitment of each applicable Revolving Lender shall be reduced by such Lender’s according to its Applicable Revolving Percentage of such Reduction AmountPercentage. All fees in respect of the Revolving Facility accrued until the effective date of any termination of the either Revolving Facility shall be paid on the effective date of such termination. (a) The aggregate Term Commitments shall be automatically and permanently reduced to zero on the date of the Term Borrowing.

Termination or Reduction of Commitments. (a) The Borrower Borrowers may, upon irrevocable notice from the Company Lead Borrower to the Administrative Agent, terminate the Revolving FacilityTranche A Commitments, the Letter of Credit Sublimit or the Swingline Swing Line Sublimit or from time to time permanently reduce the Revolving FacilityTranche A Commitments, the Letter of Credit Sublimit or the Swingline Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 5,000,000 or any whole multiple of $1,000,000 in excess thereof and thereof, (iii) the Borrower Borrowers shall not terminate or reduce (A) the Revolving Facility Tranche A Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Tranche A Outstandings would exceed the Revolving FacilityAggregate Tranche A Commitments, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit or Sublimit, and (C) the Swingline Swing Line Sublimit if, after giving effect thereto thereto, and to any concurrent prepayments payments hereunder, the Outstanding Amount of Swingline Swing Line Loans hereunder would exceed the Letter of Credit Swing Line Sublimit. If In connection with any reduction in the Tranche A Commitments prior to the Maturity Date, if any Loan Party or any of its Subsidiaries owns any Margin Stock, Borrowers shall deliver to Agent an updated Form U-1 (with sufficient additional originals thereof for each Lender), duly executed and delivered by the Borrowers, together with such other documentation as Agent shall reasonably request, in order to enable Agent and the Lenders to comply with any of the requirements under Regulations T, U or X of the FRB. (b) If, after giving effect to any reduction or termination of Revolving Commitments under this Section 2.06the Aggregate Tranche A Commitments, the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline Swing Line Sublimit exceeds the Revolving Facility at amount of the Aggregate Tranche A Commitments, such time, the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline Sublimit, as the case may be, Swing Line Sublimit shall be automatically reduced by the amount of such excess. . (c) In the event that the Tranche A Commitments are terminated or are reduced to zero, the Tranche A-1 Commitments shall automatically be terminated. (d) The Administrative Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swingline Swing Line Sublimit, the Alternative Currency Sublimit Aggregate Tranche A Commitments or the Revolving Commitment Aggregate Tranche A-1 Commitments under this Section 2.06. The amount of ; provided, that no such notice shall be required with respect to any such reduction of the Revolving Aggregate Tranche A-1 Commitments shall not be applied pursuant to the Alternative Currency Sublimit unless otherwise specified by the CompanySection 2.06(c). Upon any reduction of the Revolving Aggregate Tranche A Commitments, the Revolving Tranche A Commitment of each Revolving Tranche A Lender shall be reduced by such Tranche A Lender’s Applicable Revolving Percentage of such Reduction Amountreduction amount. Upon any reduction of the Aggregate Tranche A-1 Commitments, the Tranche A-1 Commitment of each Tranche A-1 Lender shall be reduced by such Tranche A-1 Lender’s 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 Revolving Facility Aggregate Tranche A Commitments or Aggregate Tranche A-1 Commitments, as applicable, accrued until the effective date of any termination of the Revolving Facility Aggregate Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) xlii.The Borrower Borrowers may, upon irrevocable notice from the Company Lead Borrower to the Administrative Agent, terminate the Revolving FacilityAggregate Commitments, the Letter of Credit Sublimit or the Swingline Swing Line Sublimit or from time to time permanently reduce the Revolving FacilityAggregate Commitments, the Letter of Credit Sublimit or the Swingline Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof and thereof, (iii) the Borrower Borrowers shall not terminate or reduce (A) the Revolving Facility Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Revolving FacilityAggregate Commitments, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit or Sublimit, and (C) the Swingline Swing Line Sublimit if, after giving effect thereto thereto, and to any concurrent prepayments payments hereunder, the Outstanding Amount of Swingline Swing Line Loans hereunder would exceed the Swing Line Sublimit. Notwithstanding the foregoing, if any termination of the Aggregate Commitments or the Letter of Credit Sublimit. If after giving effect Sublimit is to be consummated in connection with the closing of another transaction and any reduction or termination of Revolving Commitments under this Section 2.06, required prepayment is anticipated to be made with the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline Sublimit exceeds the Revolving Facility at such time, the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline Sublimit, as the case may be, shall be automatically reduced proceeds received by the amount Borrowers from the closing of such excess. The Administrative Agent will promptly notify other transaction, then the Lenders of any Borrowers may make such termination or reduction of and prepayment contingent on the Letter of Credit Sublimit, Swingline Sublimit, the Alternative Currency Sublimit or the Revolving Commitment under this Section 2.06. The amount of any such reduction of the Revolving Commitments shall not be applied to the Alternative Currency Sublimit unless otherwise specified by the Company. Upon any reduction of the Revolving Commitments, the Revolving Commitment of each Revolving Lender shall be reduced by such Lender’s Applicable Revolving Percentage closing of such Reduction Amount. All fees in respect of the Revolving Facility accrued until the effective date of any termination of the Revolving Facility shall be paid on the effective date of such terminationother transaction.

Termination or Reduction of Commitments. (a) The Borrower may, upon notice from the Company to the Administrative Agent, terminate the Revolving Facility, the Letter of Credit Sublimit or the Swingline Sublimit Swing Line Sublimit, or from time to time permanently reduce the Revolving Facility, the Letter of Credit Sublimit or the Swingline Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 1,000,000 or any whole multiple of $1,000,000 in excess thereof and (iii) the Borrower shall not terminate or reduce (A) the Revolving Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Revolving Facility, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit Sublimit, or (C) the Swingline Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swingline Swing Line Loans would exceed the Letter of Credit Swing Line Sublimit. If after giving effect to any reduction or termination of Revolving Commitments under this Section 2.06, the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline Sublimit exceeds the Revolving Facility at such time, the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline Sublimit, as the case may be, shall be automatically reduced by the amount of such excess. . (b) The Administrative Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swingline Sublimit, the Alternative Currency Swing Line Sublimit or the Revolving Commitment under this Section 2.06. The amount of any such reduction of the Revolving Commitments shall not be applied to the Alternative Currency Sublimit unless otherwise specified by the Company. Upon any reduction of the Revolving Commitments, the Revolving Commitment of each Revolving Lender shall be reduced by such Lender’s Applicable Revolving Percentage of such Reduction Amount. All fees in respect of the Revolving Facility accrued until the effective date of any termination of the Revolving Facility shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) The Borrower Company may, upon notice from given by the Company Borrowing Agent to the Administrative Agent, terminate the Revolving FacilityAggregate Commitments, the Letter of Credit Alternative Currency Loan Sublimit, the Alternative Currency L/C Sublimit or the Swingline Sublimit Swing Line Sublimit, or from time to time permanently reduce the Revolving FacilityAggregate Commitments, the Letter of Credit Alternative Currency Loan Sublimit, the Alternative Currency L/C Sublimit or the Swingline Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five (5) two 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 in excess thereof and thereof, (iii) the Borrower Borrowing Agent shall not terminate or reduce (A) the Revolving Facility Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Revolving Facility▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, (B▇) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit or (C) the Swingline Alternative Currency Loan Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swingline Loans denominated in Alternative Currencies would exceed the Alternative Currency Loan Sublimit, (C) the Alternative Currency L/C Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations with respect to Letters of Credit denominated in Alternative Currencies not fully Cash Collateralized hereunder would exceed the Alternative Currency L/C Sublimit, or (D) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Letter of Credit Sublimit. If Swing Line Sublimit and (iv) if, after giving effect to any reduction or termination of Revolving Commitments under this Section 2.06the Aggregate Commitments, the Letter of Credit Alternative Currency Loan Sublimit, the Alternative Currency L/C Sublimit or the Swingline Swing Line Sublimit exceeds the Revolving Facility at amount of the Aggregate Commitments, such time, the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline Sublimit, as the case may be, shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Letter of Credit SublimitAggregate Commitments, Swingline the Alternative Currency Loan Sublimit, the Alternative Currency L/C Sublimit or the Revolving Commitment under this Section 2.06Swing Line Sublimit. The amount of any such Aggregate Commitment reduction of the Revolving Commitments shall not be applied to the Alternative Currency Loan Sublimit, the Alternative Currency L/C Sublimit or the Swing Line Sublimit unless otherwise specified by the CompanyBorrowing Agent. Upon any Any reduction of the Revolving Commitments, Aggregate Commitments shall be applied to the Revolving Commitment of each Revolving Lender shall be reduced by such Lender’s according to its Applicable Revolving Percentage of such Reduction AmountPercentage. All fees in respect of the Revolving Facility accrued until the effective date of any termination of the Revolving Facility Aggregate Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) The Borrower may, upon notice from the Company to the Administrative Agent, terminate the Revolving Credit Facility, the Letter of Credit Sublimit or the Swingline Sublimit Swing Line Sublimit, or from time to time permanently reduce the Revolving Credit Facility, the Letter of Credit Sublimit or the Swingline Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof thereof, and (iii) the Borrower shall not terminate or reduce (A) the Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Revolving Credit Facility, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit Sublimit, or (C) the Swingline Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swingline Swing Line Loans would exceed the Letter of Credit Sublimit. If after giving effect to any reduction or termination of Revolving Commitments under this Section 2.06, the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline Sublimit exceeds the Revolving Facility at such time, the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline Sublimit, as the case may be, shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swingline Sublimit, the Alternative Currency Swing Line Sublimit or the Revolving Credit Commitment under this Section 2.06. The amount of any such reduction of the Revolving Commitments shall not be applied to the Alternative Currency Sublimit unless otherwise specified by the Company2.06(a). 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 Amountreduction 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, upon notice to the Administrative Agent, terminate the Term Facility, or from time to time permanently reduce the Term Facility; 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, 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. The Administrative Agent will promptly notify the Lenders of any termination or reduction of the Term Facility under this Section 2.06(b). Upon any reduction of the Term Facility, the Term Commitment of each Term Lender shall be reduced by such Lender’s Applicable Term Percentage 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. The Term Commitments shall automatically terminate in full on the last day of the Availability Period (Term).

Termination or Reduction of Commitments. (a) The Borrower Borrowers may, upon irrevocable notice from the Company Lead Borrower to the Administrative Agent, terminate the Revolving FacilityAggregate ABL Commitments, the Letter of Credit Sublimit or the Swingline Swing Line Sublimit or from time to time permanently reduce the Revolving FacilityAggregate ABL Commitments, the Letter of Credit Sublimit or the Swingline Swing Line Sublimit; provided that provided, that, (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five three (53) 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 thereof, (iii) the Borrower Borrowers shall not terminate or reduce (A) the Revolving Facility ABL Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings Outstanding Amount of the ABL Loans would exceed the Revolving FacilityABL Commitments, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit or Sublimit, and (C) the Swingline Swing Line Sublimit if, after giving effect thereto thereto, and to any concurrent prepayments payments hereunder, the Outstanding Amount of Swingline Swing Line Loans hereunder would exceed the Letter of Credit Sublimit. If after giving effect to any reduction or termination of Revolving Commitments under this Section 2.06, the Letter of Credit Swing Line Sublimit, and (iv) such notice delivered by the Alternative Currency Sublimit Lead Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, indentures or similar agreements related to the incurrence of Indebtedness or the Swingline Sublimit exceeds the Revolving Facility at consummation of another transaction, in which case such time, the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline Sublimit, as the case notice may be, shall be automatically reduced revoked by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swingline Sublimit, the Alternative Currency Sublimit or the Revolving Commitment under this Section 2.06. The amount of any such reduction of the Revolving Commitments shall not be applied Lead Borrower (by written notice to the Alternative Currency Sublimit unless otherwise Agent on or prior to the specified by the Company. Upon any reduction of the Revolving Commitments, the Revolving Commitment of each Revolving Lender shall be reduced by effective date) if such Lender’s Applicable Revolving Percentage of such Reduction Amount. All fees in respect of the Revolving Facility accrued until the effective date of any termination of the Revolving Facility shall be paid on the effective date of such terminationcondition is not satisfied.

Termination or Reduction of Commitments. (a1) The Borrower may, upon notice from the Company to the Administrative Agent, terminate the Revolving Credit Facility, the Letter of Credit Sublimit Sublimit, or the Swingline Swing Line Sublimit or from time to time permanently reduce the Revolving Credit Facility, the Letter of Credit Sublimit or the Swingline Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 1,000,000 or any whole multiple of $1,000,000 100,000 in excess thereof thereof, (iii) any prepayment of a Revolving Credit Loan or a Swing Line Loan or termination, cancellation or cash collateralization of any L/C Obligations necessary to effectuate a reduction under this Section 2.06 shall be accompanied by payment of (A) accrued interest (or fees) on the amount prepaid to the date of prepayment and (iiiB) any additional amounts required pursuant to Section 3.05 and (iv) the Borrower shall not terminate or reduce (A) the Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Revolving Credit Facility, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit or Sublimit[ or], (C) the Swingline Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swingline Swing Line Loans would exceed the Letter of Credit Sublimit. If Swing Line Sublimit or (D) the Canadian Dollar Sublimit if, after giving effect thereto and to any reduction or termination of Revolving Commitments under this Section 2.06concurrent prepayments hereunder, the Letter Outstanding Amount of Credit Sublimit, the Alternative Currency Sublimit or the Swingline Sublimit exceeds the Revolving Facility at such time, the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline Sublimit, as the case may be, shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swingline Sublimit, the Alternative Currency Sublimit or the Revolving Commitment under this Section 2.06. The amount of any such reduction of the Revolving Commitments shall not be applied to the Alternative Currency Sublimit unless otherwise specified by the Company. Upon any reduction of the Revolving Commitments, the Revolving Commitment of each Revolving Lender shall be reduced by such Lender’s Applicable Revolving Percentage of such Reduction Amount. All fees in respect of the Revolving Facility accrued until the effective date of any termination of the Revolving Facility shall be paid on the effective date of such termination.Loans denominated in

Termination or Reduction of Commitments. (a) The Borrower Company may, upon notice from the Company to the Administrative Agent, terminate the Revolving Facility, the Letter of Credit Sublimit or the Swingline Swing Line Sublimit or from time to time permanently reduce the Revolving Facility, the Letter of Credit Sublimit or the Swingline Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof and thereof, (iii) the Borrower Company shall not terminate or reduce the (A) the Revolving Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Revolving Facility, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit Sublimit, or (C) the Swingline Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swingline Swing Line Loans would exceed the Letter of Credit Sublimit. If Swing Line Sublimit (iv) if, after giving effect to any reduction or termination of the Revolving Commitments under this Section 2.06Facility, the Letter of Credit Sublimit, the Alternative Currency Sublimit Foreign Borrower Sublimit, or the Swingline Swing Line Sublimit exceeds the amount of the Revolving Facility at Facility, such time, the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline Sublimit, as the case may be, shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Letter of Credit Sublimit, Swingline Sublimit, the Alternative Currency Sublimit or the Revolving Commitment under this Section 2.06either Facility. The amount of any such Any reduction of the Revolving Commitments a Facility shall not be applied to the Alternative Currency Sublimit unless otherwise specified by the Company. Upon any reduction of the Revolving Commitments, the Revolving Commitment of each Revolving Lender shall be reduced by such Lender’s according to its Applicable Revolving Percentage in respect of such Reduction AmountFacility (without giving effect to any adjustments under Section 2.16). All fees in respect of the Revolving Facility accrued until the effective date of any termination of the Revolving Facility shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) The Borrower may, upon notice from the Company to the Administrative Agent, terminate the Revolving Facility, the Letter of Credit Sublimit or the Swingline Sublimit or from time to time permanently reduce the Revolving FacilityCommitments, the Letter of Credit Sublimit or the Swingline Sublimit, or from time to time permanently reduce the Revolving Credit Commitments, the Letter of Credit Sublimit or the Swingline Sublimit, 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. five three (53) 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 5,000,000 or any whole multiple of $1,000,000 in excess thereof and thereof; (iiic) the Borrower shall not terminate or reduce (A) the Revolving Facility Credit Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Revolving FacilityCredit Commitments, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit or (C) the Swingline Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swingline Loans would exceed the Letter of Credit Sublimit. If Swingline Sublimit and (D) if, after giving effect to any reduction or termination of the Revolving Commitments under this Section 2.06Credit Commitments, the Letter of Credit Sublimit, the Alternative Currency Sublimit or and/or the Swingline Sublimit exceeds the Revolving Facility at Credit Commitments, such time, the Letter of Credit Sublimit, the Alternative Currency Sublimit or the and/or such Swingline Sublimit, as the case may be, Sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swingline Sublimit, the Alternative Currency Sublimit or the Revolving Commitment under this Section 2.06. The amount of any such reduction of the Revolving Credit Commitments shall not otherwise be applied to the Alternative Currency Letter of Credit Sublimit or the Swingline Sublimit unless otherwise specified by the CompanyBorrower. Upon The Administrative Agent will promptly notify the Revolving Credit Lenders of any such notice of termination or reduction of the Revolving Credit Commitments. Except as provided in Section 2.05(d), any reduction of the Revolving Commitments, Credit Commitments shall be applied to the Revolving Credit Commitment of each Revolving Credit Lender shall be reduced by such Lender’s according to its Applicable Revolving Percentage of such Reduction AmountCredit Percentage. All fees in respect of the Revolving Facility accrued until the effective date of any termination of the Revolving Facility Credit Commitments shall be paid on the effective date of such termination. Notwithstanding the foregoing, the Borrower may rescind or postpone any notice of termination of the Revolving Credit Commitments if such termination would have been effected in connection with any refinancing of the Obligations and such refinancing is not consummated or is otherwise delayed. (b) The Term Commitments shall terminate automatically upon the making of the Term Loans on the Closing Date in accordance with Section 2.01(a).

Termination or Reduction of Commitments. (a1) The Borrower may, upon notice from the Company to the Administrative Agent, terminate the Revolving Credit Facility, the Letter of Credit Sublimit Sublimit, or the Swingline Swing Line Sublimit or from time to time permanently reduce the Revolving Credit Facility, the Letter of Credit Sublimit or the Swingline Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 1,000,000 or any whole multiple of $1,000,000 100,000 in excess thereof thereof, (iii) any prepayment of a Revolving Credit Loan or a Swing Line Loan or termination, cancellation or cash collateralization of any L/C Obligations necessary to effectuate a reduction under this Section 2.06 shall be accompanied by payment of (A) accrued interest (or fees) on the amount prepaid to the date of prepayment and (iiiB) any additional amounts required pursuant to Section 3.05 and (iv) the Borrower shall not terminate or reduce (A) the Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Revolving Credit Facility, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit or Sublimit, (C) the Swingline Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swingline Swing Line Loans would exceed the Letter of Credit Sublimit. If Swing Line Sublimit or (D) the Canadian Dollar Sublimit if, after giving effect thereto and to any reduction or termination of Revolving Commitments under this Section 2.06concurrent prepayments hereunder, the Letter Outstanding Amount of Credit Loans denominated in Canadian Dollars would exceed the Canadian Dollar Sublimit, the Alternative Currency Sublimit or the Swingline Sublimit exceeds the Revolving Facility at such time, the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline Sublimit, as the case may be, shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Revolving Credit Facility, the Letter of Credit Sublimit, Swingline Sublimit, the Alternative Currency Sublimit or the Revolving Commitment under this Section 2.06Swing Line Sublimit. The amount of any Any such reduction of the Revolving Commitments shall not be applied to the Alternative Currency Sublimit unless otherwise specified by the Company. Upon any reduction of the Revolving Commitments, the Revolving Credit Commitment of each Revolving Appropriate Lender shall be reduced by such Lender’s according to its Applicable Revolving Percentage of such Reduction AmountCredit Percentage. All fees in respect of the Revolving Facility 62 accrued until the effective date of any termination of the Revolving Facility Aggregate Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) The Borrower may, upon notice from the Company to the Administrative Agent, terminate the Revolving Credit Facility, the Letter of Credit Sublimit or the Swingline Sublimit Swing Line Sublimit, or from time to time permanently reduce the Revolving Credit Facility, the Letter of Credit Sublimit or the Swingline Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five (5) 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 25,000,000 or any whole multiple of $1,000,000 in excess thereof and (iii) the Borrower shall not terminate or reduce (A) the Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Revolving Credit Facility, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit Sublimit, or (C) the Swingline Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swingline Swing Line Loans would exceed the Letter Swing Line Sublimit; provided further that any notice to reduce or terminate the Revolving Credit Facility may be contingent upon the consummation of Credit Sublimit. If after giving effect to any reduction the refinancing of this Agreement or termination of Revolving Commitments under this Section 2.06other transaction, and may be revoked if such refinancing or transaction is not consummated, and if so revoked, the Letter of Revolving Credit Sublimit, the Alternative Currency Sublimit Facility shall not be so reduced or the Swingline Sublimit exceeds the Revolving Facility at terminated as requested in such time, the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline Sublimit, as the case may be, shall be automatically reduced by the amount of such excessnotice. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Letter of Revolving Credit Sublimit, Swingline Sublimit, the Alternative Currency Sublimit or the Revolving Commitment under this Section 2.06Facility. The amount of any such Revolving Credit Facility reduction of the Revolving Commitments shall not be applied to the Alternative Currency Swing Line Sublimit or the Letter of Credit Sublimit unless otherwise specified by the CompanyBorrower. Upon any reduction of In addition, during the Revolving Commitments, the Revolving Commitment of each Revolving Lender shall be reduced by such Lender’s Applicable Revolving Percentage of such Reduction Amount. All fees Availability Period in respect of the Revolving Facility accrued until Term Facility, the effective Borrower may, upon notice to the Administrative Agent as set forth above, from time to time terminate (in whole or in part) the unused portion of the aggregate Term 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 and (ii) any termination of the Revolving Facility such partial reduction shall be paid on the effective date in an aggregate amount of such termination$25,000,000 or any whole multiple of $1,000,000 in excess thereof.

Termination or Reduction of Commitments. (a) The Borrower may, upon notice from the Company to the Administrative Agent, terminate the Revolving Credit Facility, the Letter of Credit Sublimit or the Swingline Sublimit Swing Line Sublimit, or from time to time permanently reduce the Revolving Credit Facility, the Letter of Credit Sublimit or the Swingline Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five (5) 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 or any whole multiple of $1,000,000 in excess thereof and thereof, (iii) the Borrower shall not terminate or reduce (A) the Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Revolving Credit Facility, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit Sublimit, or (C) the Swingline Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swingline Swing Line Loans would exceed the Letter of Credit Sublimit. If after giving effect to , and (iv) the Borrower may rescind any reduction or termination of Revolving Commitments such notice under this Section 2.06, the Letter of 2.06(a) with respect to Revolving Credit Sublimit, the Alternative Currency Sublimit or the Swingline Sublimit exceeds the Revolving Facility at Commitments if such time, the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline Sublimit, as the case may be, shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any termination or reduction would have resulted from a refinancing or other replacement of the Letter of Credit Sublimit, Swingline Sublimit, the Alternative Currency Sublimit or the Revolving Commitment under this Section 2.06. The amount of any such reduction all of the Revolving Commitments Credit Facility or other transaction, which refinancing, replacement or transaction shall not be applied to the Alternative Currency Sublimit unless consummated or shall otherwise specified by the Company. Upon any reduction of the Revolving Commitments, the Revolving Commitment of each Revolving Lender shall be reduced by such Lender’s Applicable Revolving Percentage of such Reduction Amount. All fees in respect of the Revolving Facility accrued until the effective date of any termination of the Revolving Facility shall be paid on the effective date of such terminationdelayed.

Termination or Reduction of Commitments. (a) The Borrower may, upon notice from the Company to the Administrative Agent, terminate the Revolving FacilityDollar Commitments, the Multicurrency Commitments, the Letter of Credit Sublimit Sublimit, or the Swingline Sublimit Swing Line Sublimit, or from time to time permanently reduce the Revolving FacilityDollar Commitments, the Multicurrency Commitments, the Letter of Credit Sublimit Sublimit, or the Swingline Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five (5) Business Days prior to the date of termination or reduction, (ii) in the case of a partial reduction, any such notice shall specify the amount of such reduction (if any) to be allocated to the Dollar Commitments and/or Multicurrency Commitments hereunder, in each case, (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 (or in the case of any Foreign Currency, as set forth on the Administrative Schedule), and (iiiiv) the Borrower shall not terminate or reduce (A) the Revolving Credit Facility if, immediately after giving effect thereto and to any concurrent prepayments hereunder, (1) the Total Revolving Credit Outstandings plus the aggregate Dollar Equivalent of the principal amount of outstanding Competitive Loans would exceed the Revolving Credit Facility, (2) with respect to any termination or reduction of Dollar Commitments, the Total Dollar Outstandings would exceed the Revolving FacilityTotal Dollar Commitment or (3) with respect to any termination or reduction of Multicurrency Commitments, the Total Multicurrency Outstandings would exceed the Total Multicurrency Commitment, (B) the Letter of Credit Sublimit Sublimit, if, immediately after giving effect thereto, the Outstanding Amount of the L/C Obligations (including the Dollar Equivalent of any Multicurrency L/C Obligations outstanding in a Foreign Currency) not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit Sublimit, or (C) the Swingline Swing Line Sublimit if, immediately after giving effect thereto and to any concurrent prepayments payments hereunder, the Outstanding Amount of Swingline Swing Line Loans would exceed the Letter of Credit Swing Line Sublimit. If after giving effect to any reduction or termination of Revolving Commitments under this Section 2.06, the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline Sublimit exceeds the Revolving Facility at such time, the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline Sublimit, as the case may be, shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Revolving Credit Lenders of any such notice of termination or reduction of the Revolving Credit Facility, the Dollar Commitments, the Multicurrency Commitments, the Letter of Credit Sublimit, Swingline Sublimit, the Alternative Currency Sublimit or the Revolving Commitment under this Section 2.06. The amount of any such reduction of the Revolving Commitments shall not be applied to the Alternative Currency Sublimit unless otherwise specified by the Company. Upon any reduction of the Revolving Commitments, the Revolving Commitment of each Revolving Lender shall be reduced by such Lender’s Applicable Revolving Percentage of such Reduction Amount. All fees in respect of the Revolving Facility accrued until the effective date of any termination of the Revolving Facility shall be paid on the effective date of such termination.Swing

Termination or Reduction of Commitments. (a) The Borrower may, upon notice from the Company to the Administrative Agent, terminate the Revolving Credit Facility, the Letter of Credit Sublimit or the Swingline Sublimit Swing Line Sublimit, or from time to time permanently reduce the Revolving Credit Facility, the Letter of Credit Sublimit or the Swingline Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof and thereof, (iii) the Borrower shall not terminate or reduce (A) the Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Revolving Credit Facility, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit Sublimit, or (C) the Swingline Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swingline Swing Line Loans would exceed the Letter of Credit Sublimit. If after giving effect to any reduction or termination of Revolving Commitments under this Section 2.06, the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline Sublimit exceeds the Revolving Facility at such time, the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline Sublimit, as the case may be, shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swingline Sublimit, the Alternative Currency Swing Line Sublimit or the Revolving Credit Commitment under this Section 2.06. The amount of any such reduction of the Revolving Commitments shall not be applied to the Alternative Currency Sublimit unless otherwise specified by the Company. 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 Amountreduction 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.

Termination or Reduction of Commitments. (a) The Borrower may, upon notice from the Company to the Administrative Agent, terminate the Revolving Credit Facility, the Letter of Credit Sublimit Sublimit, or the Swingline Sublimit Swing Line Sublimit, or from time to time permanently reduce the Revolving Credit Facility, the Letter of Credit Sublimit Sublimit, or the Swingline Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof thereof, and (iii) the Borrower shall not terminate or reduce (A) the Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Revolving Credit Facility, (B) the Letter of Credit Sublimit Sublimit, if, after giving effect thereto, the Outstanding Amount of the L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit Sublimit, or (C) the Swingline Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments payments hereunder, the Outstanding Amount of Swingline Swing Line Loans would exceed the Letter of Credit Swing Line Sublimit. If after giving effect to any reduction or termination of Revolving Commitments under this Section 2.06, the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline Sublimit exceeds the Revolving Facility at such time, the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline Sublimit, as the case may be, shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Revolving Credit Lenders of any such notice of termination or reduction of the Revolving Credit Facility, Letter of Credit Sublimit or Swing Line Sublimit. Any reduction of the Revolving Credit Facility, the Letter of Credit Sublimit, Swingline Sublimit, the Alternative Currency Sublimit or the Revolving Commitment under this Section 2.06. The amount of any such reduction of the Revolving Commitments Swing Line Sublimit shall not be applied to the Alternative Currency Sublimit unless otherwise specified by the Company. Upon any reduction of the Revolving Commitments, the Revolving Credit Commitment of each Revolving Credit Lender shall be reduced by such Lender’s according to its Applicable Revolving Percentage of such Reduction AmountCredit Percentage. All fees in respect of the Revolving Credit Facility accrued until the effective date of any termination of the Revolving Facility Credit Facility, the Letter of Credit Sublimit, or the Swing Line Sublimit shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) The Borrower Borrowers may, upon irrevocable notice from the Company Lead Borrower to the Administrative Agent, terminate the Revolving FacilityAggregate ABL Commitments, the Letter of Credit Sublimit or the Swingline Swing Line Sublimit or from time to time permanently reduce the Revolving FacilityAggregate ABL Commitments, the Letter of Credit Sublimit or the Swingline Swing Line Sublimit; provided that provided, that, (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five three (53) 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 thereof, (iii) the Borrower Borrowers shall not terminate or reduce (A) the Revolving Facility AggregateABL Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings OutstandingsOutstanding Amount of the ABL Loans would exceed the Revolving FacilityAggregateABL Commitments, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit or Sublimit, and (C) the Swingline Swing Line Sublimit if, after giving effect thereto thereto, and to any concurrent prepayments payments hereunder, the Outstanding Amount of Swingline Swing Line Loans hereunder would exceed the Letter of Credit Sublimit. If after giving effect to any reduction or termination of Revolving Commitments under this Section 2.06, the Letter of Credit Swing Line Sublimit, and (iiiiv) such notice delivered by the Alternative Currency Sublimit Lead Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, indentures or similar agreements related to the incurrence of Indebtedness or the Swingline Sublimit exceeds the Revolving Facility at consummation of another transaction, in which case such time, the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline Sublimit, as the case notice may be, shall be automatically reduced revoked by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swingline Sublimit, the Alternative Currency Sublimit or the Revolving Commitment under this Section 2.06. The amount of any such reduction of the Revolving Commitments shall not be applied Lead Borrower (by written notice to the Alternative Currency Sublimit unless otherwise Agent on or prior to the specified by the Company. Upon any reduction of the Revolving Commitments, the Revolving Commitment of each Revolving Lender shall be reduced by effective date) if such Lender’s Applicable Revolving Percentage of such Reduction Amount. All fees in respect of the Revolving Facility accrued until the effective date of any termination of the Revolving Facility shall be paid on the effective date of such terminationcondition is not satisfied.

Termination or Reduction of Commitments. (a) The Borrower may, upon notice from the Company to the Administrative Agent, terminate the Tranche A Term Commitments, the Revolving Credit Facility, the Letter of Credit Sublimit or the Swingline Sublimit Swing Line Sublimit, or from time to time permanently reduce the Tranche A Term Commitments, the Revolving Credit Facility, the Letter of Credit Sublimit or the Swingline Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five (5) 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 or any whole multiple of $1,000,000 in excess thereof and thereof, (iii) the Borrower shall not terminate or reduce (A) the Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Revolving Credit Facility, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit Sublimit, or (C) the Swingline Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swingline Swing Line Loans would exceed the Letter of Credit Sublimit. If after giving effect to , and (iv) the Borrower may rescind any reduction or termination of Revolving Commitments such notice under this Section 2.062.06(a) with respect to Tranche A Term Commitments or Revolving Credit Commitments if such termination or reduction would have resulted from a refinancing or other replacement of all of the Tranche A Term Facility or the Revolving Credit Facility or other transaction, which refinancing, replacement or transaction shall not be consummated or shall otherwise be delayed. In addition, unless previously terminated in accordance with other terms hereof, the Letter Tranche A Term Commitments shall automatically terminate on the earliest to occur of Credit Sublimit(i) 12:01 am, the Alternative Currency Sublimit or the Swingline Sublimit exceeds the Revolving Facility at such New York City time, on the Letter day immediately following the last day of Credit Sublimit, the Alternative Currency Sublimit or Certain Funds Period and (ii) the Swingline Sublimit, as consummation of the case may be, shall be automatically reduced by 2015 Acquisition without the amount use of such excessthe Tranche A Term Loans. (b) Application of Commitment Reductions; Payment of Fees. The Administrative Agent will promptly notify the Lenders of any termination or reduction of unused portions of the Letter of Credit Sublimit, Swingline Sublimit, the Alternative Currency Sublimit or the Revolving Commitment Swing Line Sublimit or the unused Commitments of any Class under this Section 2.06. The amount of any such reduction of the Revolving Commitments shall not be applied to the Alternative Currency Sublimit unless otherwise specified by the Company. Upon any reduction of the Revolving Commitmentsunused Commitments of any Class, the Revolving Commitment of each Revolving Lender of such Class shall be reduced by such Lender’s Applicable Revolving Percentage Pro Rata Share of the amount by which such Reduction AmountCommitments are reduced (other than the termination of the Commitment of any Lender as provided in Section 10.13). All commitment fees in respect of the Revolving Facility accrued until the effective date of any termination of the Revolving Facility Aggregate Commitments shall be paid on the effective date of such termination.. Section 2.07

Termination or Reduction of Commitments. (a) The Borrower Borrowers may, upon irrevocable notice from the Company Lead Borrower to the Administrative Agent, terminate the Revolving FacilityAggregate Commitments, the Letter of Credit Sublimit or the Swingline Swing Line Sublimit or from time to time permanently reduce the Revolving FacilityAggregate Commitments, the Letter of Credit Sublimit or the Swingline Swing Line Sublimit; provided that provided, that, (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five three (53) 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 thereof, (iii) the Borrower Borrowers shall not terminate or reduce (A) the Revolving Facility Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Revolving FacilityAggregate Commitments, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit or Sublimit, and (C) the Swingline Swing Line Sublimit if, after giving effect thereto thereto, and to any concurrent prepayments payments hereunder, the Outstanding Amount of Swingline Swing Line Loans hereunder would exceed the Letter Swing Line Sublimit and (iii) such notice delivered by the Lead Borrower may state that such notice is conditioned upon the effectiveness of Credit Sublimit. If other credit facilities, indentures or similar agreements related to the incurrence of Indebtedness or the consummation of another transaction, in which case such notice may be revoked by the Lead Borrower (by written notice to the Agent on or prior to the specified effective date) if such condition is not satisfied. (b) If, after giving effect to any reduction or termination of Revolving Commitments under this Section 2.06the Aggregate Commitments, the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline Swing Line Sublimit exceeds the Revolving Facility at amount of the Aggregate Commitments, such time, the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline Sublimit, as the case may be, Swing Line Sublimit shall be automatically reduced by the amount of such excess. . (c) The Administrative Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swingline Sublimit, the Alternative Currency Swing Line Sublimit or the Revolving Commitment Aggregate Commitments under this Section 2.06. The amount of any such reduction of the Revolving Commitments shall not be applied to the Alternative Currency Sublimit unless otherwise specified by the Company. Upon any reduction of the Revolving Aggregate Commitments, the Revolving Commitment of each Revolving Lender shall be reduced by such Lender’s Applicable Revolving Percentage of such Reduction Amountreduction amount. All fees (including, without limitation, commitment fees and Letter of Credit Fees) and interest in respect of the Revolving Facility Aggregate Commitments accrued until the effective date of any termination of the Revolving Facility Aggregate Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) The Borrower may, upon notice from the Company to the Administrative Agent, terminate the Revolving Credit Facility, the Letter of Credit Sublimit or the Swingline Sublimit Swing Line Sublimit, or from time to time permanently reduce the Revolving Credit Facility, the Letter of Credit Sublimit or the Swingline Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof thereof, and (iii) the Borrower shall not terminate or reduce (A) the Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Revolving Credit Facility, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit Sublimit, or (C) the Swingline Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swingline Swing Line Loans would exceed the Letter of Credit Sublimit. If after giving effect to any reduction or termination of Revolving Commitments under this Section 2.06, the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline Sublimit exceeds the Revolving Facility at such time, the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline Sublimit, as the case may be, shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swingline Sublimit, the Alternative Currency Swing Line Sublimit or the Revolving Credit Commitment under this Section 2.06. The amount of any such reduction of the Revolving Commitments shall not be applied to the Alternative Currency Sublimit unless otherwise specified by the Company2.06(a). 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 Amountreduction 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, upon notice to the Administrative Agent, terminate the Term Facility, or from time to time permanently reduce the Term Facility; 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, 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. The Administrative Agent will promptly notify the Lenders of any termination or reduction of the Term Facility under this Section 2.06(b). Upon any reduction of the Term Facility, the Term Commitment of each Term Lender shall be reduced by such Lender’s Applicable Term Percentage 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. The Term Commitments shall automatically terminate in full on the last day of the Availability Period (Term). (c) On the Maturity Date for the Non-Extending Lenders the Revolving Credit Commitments for the Non-Extending Lenders shall automatically terminate in full. All fees in respect of the Revolving Credit Facility accrued until such Maturity Date shall be paid on such Maturity Date to all Lenders. Furthermore, on the Maturity Date for Non-Extending Lenders and upon payment in full of all Revolving Credit Loans outstanding to the Non-Extending Lenders, each Extending Lender’s participation interest in the L/C Obligations and the Swing Line Loans shall automatically be deemed to equal such Extending Lender’s Applicable Revolving Credit Percentage of such L/C Obligations and the Swing Line Loans (after giving pro forma effect to the termination of the Revolving Credit Commitments of the Non-Extending Lenders) without further action by any party.

Termination or Reduction of Commitments. (aI) The Borrower may, upon notice from the Company to the Administrative Agent, terminate the Revolving Credit Facility, the Letter of Credit Sublimit Sublimit, or the Swingline Swing Line Sublimit or from time to time permanently reduce the Revolving Credit Facility, the Letter of Credit Sublimit or the Swingline Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 1,000,000 or any whole multiple of $1,000,000 100,000 in excess thereof thereof, (iii) any prepayment of a Revolving Credit Loan or a Swing Line Loan or termination, cancellation or cash collateralization of any L/C Obligations necessary to effectuate a reduction under this Section 2.06 shall be accompanied by payment of (A) accrued interest (or fees) on the amount prepaid to the date of prepayment and (iiiB) any additional amounts required pursuant to Section 3.05 and (iv) the Borrower shall not terminate or reduce (A) the Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Revolving Credit Facility, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit or (C) the Swingline Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swingline Swing Line Loans would exceed the Letter of Credit Swing Line Sublimit. If after giving effect to any reduction or termination of Revolving Commitments under this Section 2.06, the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline Sublimit exceeds the Revolving Facility at such time, the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline Sublimit, as the case may be, shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Revolving Credit Facility, the Letter of Credit Sublimit, Swingline Sublimit, the Alternative Currency Sublimit or the Revolving Commitment under this Section 2.06Swing Line Sublimit. The amount of any Any such reduction of the Revolving Commitments shall not be applied to the Alternative Currency Sublimit unless otherwise specified by the Company. Upon any reduction of the Revolving Commitments, the Revolving Credit Commitment of each Revolving Appropriate Lender shall be reduced by such Lender’s according to its Applicable Revolving Percentage of such Reduction AmountCredit Percentage. All fees in respect of the Revolving Facility accrued until the effective date of any termination of the Revolving Facility Aggregate Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) The Borrower may, upon notice from the Company to the Administrative Agent, terminate the Revolving Credit Facility, the Letter of Credit Sublimit or the Swingline Sublimit Swing Line Sublimit, or from time to time permanently reduce the Revolving Credit Facility, the Letter of Credit Sublimit or the Swingline Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five (5) 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 25,000,000 or any whole multiple of $1,000,000 in excess thereof and (iii) the Borrower shall not terminate or reduce (A) the Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Revolving Credit Facility, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit Sublimit, or (C) the Swingline Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swingline Swing Line Loans would exceed the Letter Swing Line Sublimit; provided further that any notice to reduce or terminate the Revolving Credit Facility may be contingent upon the consummation of Credit Sublimit. If after giving effect to any reduction the refinancing of this Agreement or termination of Revolving Commitments under this Section 2.06other transaction, and may be revoked if such refinancing or transaction is not consummated, and if so revoked, the Letter of Revolving Credit Sublimit, the Alternative Currency Sublimit Facility shall not be so reduced or the Swingline Sublimit exceeds the Revolving Facility at terminated as requested in such time, the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline Sublimit, as the case may be, shall be automatically reduced by the amount of such excessnotice. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Letter of Revolving Credit Sublimit, Swingline Sublimit, the Alternative Currency Sublimit or the Revolving Commitment under this Section 2.06Facility. The amount of any such Revolving Credit Facility reduction of the Revolving Commitments shall not be applied to the Alternative Currency Swing Line Sublimit or the Letter of Credit Sublimit unless otherwise specified by the Company. Upon any reduction of the Revolving Commitments, the Revolving Commitment of each Revolving Lender shall be reduced by such Lender’s Applicable Revolving Percentage of such Reduction Amount. All fees in respect of the Revolving Facility accrued until the effective date of any termination of the Revolving Facility shall be paid on the effective date of such terminationBorrower.

Termination or Reduction of Commitments. (a) The Borrower may, upon notice from the Company to the Administrative AgentAgent and without penalty, terminate the Revolving Credit Facility, the Letter of Credit Sublimit or the Swingline Sublimit Swing Line Sublimit, or from time to time permanently reduce the Revolving Credit Facility, the Letter of Credit Sublimit or the Swingline Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 5,000,000 or any whole multiple of $1,000,000 in excess thereof and thereof, (iii) the Borrower shall not terminate or reduce (A) the Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Revolving Credit Facility, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit or (C) the Swingline Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swingline Swing Line Loans would exceed the Letter Swing Line of Credit Sublimit. If , and (iv) if, after giving effect to any reduction or termination of the Revolving Commitments under this Section 2.06Credit Facility, the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline Swing Line Sublimit exceeds the amount of the Revolving Facility at Credit Facility, such time, the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline Sublimit, as the case may be, sublimit shall be automatically reduced by the amount of such excess; provided, further, that a notice of termination of the Revolving Credit Commitments, including the Letter of Credit Sublimit or the Swing Line Sublimit, delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. The Administrative Agent will promptly notify the Revolving Credit Lenders of any such notice of termination or reduction of the Letter of Revolving Credit Sublimit, Swingline Sublimit, the Alternative Currency Sublimit or the Revolving Commitment under this Section 2.06Facility. The amount of any such Any reduction of the Revolving Commitments Credit Facility shall not be applied to the Alternative Currency Sublimit unless otherwise specified by the Company. Upon any reduction of the Revolving Commitments, the Revolving Credit Commitment of each Revolving Credit Lender shall be reduced by such Lender’s according to its Applicable Revolving Percentage of such Reduction AmountCredit Percentage. All fees in respect of the Revolving Facility CHL:83643.8 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 aggregate Term Commitments and the aggregate Incremental Term Commitments (if any) shall be automatically and permanently reduced to zero on the date of the Term Borrowing and the Incremental Term Borrowing (if any), respectively.

Termination or Reduction of Commitments. (a) The Borrower may, upon notice from the Company to the Administrative Agent, terminate the Revolving Credit Facility, the Letter of Credit Sublimit Sublimit, or the Swingline Swing Line Sublimit or from time to time permanently reduce the Revolving Credit Facility, the Letter of Credit Sublimit or the Swingline Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 1,000,000 or any whole multiple of $1,000,000 100,000 in excess thereof thereof, (iii) any prepayment of a Revolving Credit Loan or a Swing Line Loan or termination, cancellation or cash collateralization of any L/C Obligations necessary to effectuate a reduction under this Section 2.06 shall be accompanied by payment of (A) accrued interest (or fees) on the amount prepaid to the date of prepayment and (iiiB) any additional amounts required pursuant to Section 3.05 and (iv) the Borrower shall not terminate or reduce (A) the Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total aggregate Outstanding Amount of the Revolving Outstandings Credit Loans, Swing Line Loans and L/C Obligations would exceed the Revolving Credit Facility, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit or (C) the Swingline Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swingline Swing Line Loans would exceed the Letter of Credit Swing Line Sublimit. If after giving effect to any reduction or termination of Revolving Commitments under this Section 2.06, the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline Sublimit exceeds the Revolving Facility at such time, the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline Sublimit, as the case may be, shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Revolving Credit Facility, the Letter of Credit Sublimit, Swingline Sublimit, the Alternative Currency Sublimit or the Revolving Commitment under this Section 2.06Swing Line Sublimit. The amount of any Any such reduction of the Revolving Commitments shall not be applied to the Alternative Currency Sublimit unless otherwise specified by the Company. Upon any reduction of the Revolving Commitments, the Revolving Credit Commitment of each Revolving Appropriate Lender shall be reduced by such Lender’s according to its Applicable Revolving Percentage of such Reduction AmountCredit Percentage. All fees in respect of the Revolving Facility accrued until the effective date of any termination of the Revolving Facility Aggregate Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) The Borrower Company may, upon notice from the Company to the Administrative Agent, terminate the Global Revolving Credit Facility, the U.S. Revolving Credit Facility, the Letter of Credit Sublimit, the Global Swing Line Sublimit or the Swingline Sublimit U.S. Swing Line Sublimit, or from time to time permanently reduce the Global Revolving Credit Facility, the U.S. Revolving Credit Facility, the Letter of Credit Sublimit, the Global Swing Line Sublimit or the Swingline U.S. Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof and thereof, (iii) the Borrower Company shall not terminate or reduce (A) the U.S. Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total U.S. Revolving Credit Outstandings would exceed the U.S. Revolving Credit Facility, (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, (C) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit or Sublimit, (CD) the Swingline U.S. Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swingline U.S. Swing Line Loans would exceed the Letter U.S. Swing Line Sublimit or (E) the Global Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Credit Global Swing Line Loans would exceed the Global Swing Line Sublimit. If , and (iv) if, after giving effect to any reduction or termination of the applicable Revolving Commitments under this Section 2.06Facility, the Letter of Credit Sublimit, the Alternative Currency Designated Foreign Borrower Sublimit, the U.S. Swing Line Sublimit or the Swingline Global Swing Line Sublimit (in any case, as applicable) exceeds the amount of such Revolving Facility at Facility, such time, the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline Sublimit, as the case may be, shall be automatically reduced by the amount of such excess; and provided, further, that if such notice is given in connection with a refinancing of all Obligations (other than contingent indemnification obligations), such notice may be conditional on the effectiveness of the replacement credit agreement or other similar document and may be revoked by the Company if such condition is not satisfied. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Letter of Credit Sublimit, Swingline Sublimit, the Alternative Currency Sublimit applicable Revolving Facility or the Revolving Commitment sublimit under this Section 2.06clause (a). The amount of any such reduction of the U.S. Revolving Commitments Credit Facility shall not be applied to the Alternative Currency Letter of Credit Sublimit unless otherwise specified by the Company. Upon any Any reduction of the applicable Revolving Commitments, Facility shall be applied to the Revolving Commitment of each applicable Revolving Lender shall be reduced by such Lender’s according to its Applicable Revolving Percentage of such Reduction AmountPercentage. All fees in respect of the Revolving Facility accrued until the effective date of any termination of the either Revolving Facility shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) The Borrower Borrowers may, upon irrevocable notice from the Company Lead Borrower to the Administrative Agent, terminate the Revolving FacilityAggregate Commitments, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swingline Swing Line Sublimit or from time to time permanently reduce the Revolving FacilityAggregate Commitments, the Aggregate FILO Facility Commitments, the Letter of Credit Sublimit or the Swingline Swing Line Sublimit; provided provided, that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five three (53) 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 thereof, (iii) the Borrower Borrowers shall not terminate or reduce (A) the Revolving Facility Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings under the Revolving Outstandings Credit Facility would exceed the Aggregate Commitments under the Revolving Credit Facility, (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C LC Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit or Sublimit, (C) the Swingline Swing Line Sublimit if, after giving effect thereto thereto, and to any concurrent prepayments payments hereunder, the Outstanding Amount of Swingline Swing Line Loans hereunder would exceed the Letter of Credit Sublimit. If Swing Line Sublimit or (D) the Aggregate FILO Facility Commitments if (x) after giving effect to thereto and any reduction concurrent prepayments hereunder the Total Outstandings under the FILO Facility would exceed the Aggregate FILO Facility Commitments or (y) a FILO Draw Period is then in effect, provided, that notwithstanding the foregoing, the Aggregate FILO Facility Commitments may be terminated at any time in connection with the termination of Revolving all of the Commitments under this Section 2.06, the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline Sublimit exceeds the Revolving Facility at such time, the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline Sublimit, as the case may be, shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any termination or reduction of the Letter of Credit Sublimit, Swingline Sublimit, the Alternative Currency Sublimit or the Revolving Commitment under this Section 2.06. The amount of any such reduction of the Revolving Commitments shall not be applied to the Alternative Currency Sublimit unless otherwise specified by the Company. Upon any reduction of the Revolving Commitments, the Revolving Commitment of each Revolving Lender shall be reduced by such Lender’s Applicable Revolving Percentage of such Reduction Amount. All fees in respect of the Revolving Facility accrued until the effective date of any termination of the Revolving Facility shall be paid on the effective date of such terminationAgreement.

Termination or Reduction of Commitments. (a) The Borrower Company may, upon notice from the Company to the Administrative Agent, terminate the U.S. Revolving Credit Facility or the Global Revolving Credit Facility, the Letter of Credit Sublimit or the Swingline Sublimit or from time to time permanently reduce the U.S. Revolving Facility, the Letter of Credit Sublimit Facility or the Swingline SublimitGlobal Revolving Credit Facility; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof and thereof, (iii) the Borrower shall not terminate or reduce (A) the Revolving Facility if, after giving effect thereto to any reduction of the U.S. Revolving Credit Facility and to any concurrent prepayments hereunder, the Total U.S. Revolving Credit Outstandings would exceed the U.S. Revolving Credit Facility, (B) the Letter of Credit Sublimit if, after giving effect theretoto any reduction of the Global Revolving Credit Facility and to any concurrent prepayments hereunder the Total Global Revolving Credit Outstandings exceed the Global Revolving Credit Facility, (C) if, after giving effect to any reduction of the Letter of Credit Sublimit, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed exceeds the Letter of Credit Sublimit or (CD) the Swingline Sublimit if, after giving effect thereto to any reduction of the Swing Line Sublimit and to any concurrent prepayments hereunder, the Outstanding Amount of Swingline Swing Line Loans would exceed the Swing Line Sublimit, such U.S. Revolving Credit Facility, Global Revolving Credit Facility, Letter of Credit Sublimit. If after giving effect to any reduction or termination of Revolving Commitments under this Section 2.06, the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline Sublimit exceeds the Revolving Facility at such time, the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline and/or Swing Line Sublimit, as the case may beapplicable, shall be automatically reduced proportionally by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Letter of Credit Sublimit, Swingline Sublimitreduction. Except as otherwise set forth above, the Alternative Currency Sublimit or the Revolving Commitment under this Section 2.06. The amount of any such U.S. Revolving Credit Commitment and/or Global Revolving Credit Commitment reduction of the Revolving Commitments shall not be applied to the Alternative Currency Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the Company. Upon any Any reduction of the U.S. Revolving Commitments, Credit Facility shall be applied to the U.S. Revolving Credit Commitment of each U.S. Revolving Credit Lender according to its Applicable Percentage. Any reduction of the Global Revolving Credit Facility shall be reduced by such Lender’s applied to the Global Revolving Credit Commitment of each Global Revolving Credit Lender according to its Applicable Revolving Percentage of such Reduction AmountPercentage. All fees in respect of the Revolving Facility accrued until the effective date of any termination of the Aggregate Commitments, the U.S. Revolving Facility Credit Commitments and/or the Global Revolving Credit Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) The Borrower Representative may, upon notice from the Company to the Administrative Agent, terminate the Revolving Facility, Facility or the Letter of Credit Sublimit or the Swingline Sublimit or from time to time permanently reduce the Revolving Facility, Facility or the Letter of Credit Sublimit or the Swingline Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof thereof, and (iii) the Borrower Representative shall not terminate or reduce (A) the Revolving Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Revolving Facility, Facility and (B) the Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit or (C) the Swingline Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swingline Loans would exceed the Letter of Credit Sublimit. If after giving effect to any reduction or termination of Revolving Commitments under this Section 2.06, the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline Sublimit exceeds the Revolving Facility at such time, the Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline Sublimit, as the case may be, shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Letter of Credit Sublimit, Swingline Sublimit, the Alternative Currency Sublimit or the Revolving Commitment under this Section 2.06Facility. The amount of any such Any reduction of the Revolving Commitments Facility shall not be applied to the Alternative Currency Sublimit unless otherwise specified by the Company. Upon any reduction of the Revolving Commitments, the Revolving Commitment of each Revolving Lender shall be reduced by such Lender’s according to its Applicable Revolving Percentage of such Reduction AmountPercentage. All fees in respect of the Revolving Facility accrued until the effective date of any termination of the Revolving Facility shall be paid on the effective date of such termination. (b) If after giving effect to any reduction or termination of Revolving Commitments under this Section 2.06, the Letter of Credit or the Swingline Sublimit exceeds the Revolving Facility at such time, the Letter of Credit Sublimit or the Swingline Sublimit, as the case may be, shall be automatically reduced by the amount of such excess.

Termination or Reduction of Commitments. (a) The Borrower Domestic Borrowers may, upon irrevocable notice from the Company Parent to the Administrative AgentAgent (except as set forth below), terminate the Revolving FacilityDomestic Total Commitments, the Domestic Letter of Credit Sublimit or the Swingline Domestic Swing Line Sublimit or from time to time permanently reduce in part the Revolving FacilityDomestic Total Commitments, the Domestic Letter of Credit Sublimit or the Swingline Domestic Swing Line Sublimit; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five three (53) 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 Domestic Borrowers shall not terminate or reduce (A) the Revolving Facility Domestic Total Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Revolving Domestic Total Outstandings would exceed the Revolving Domestic Total Commitments, (B) the Domestic Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of Domestic L/C Obligations (other than Domestic L/C Borrowings) not fully Cash Collateralized hereunder would exceed the Domestic Letter of Credit Sublimit, and (C) the Domestic Swing Line Sublimit if, after giving effect thereto, and to any concurrent payments hereunder, the Outstanding Amount of Swing Line Loans made to the Domestic Borrowers hereunder would exceed the Domestic Swing Line Sublimit. Notwithstanding anything to the contrary contained herein, the Domestic Borrowers may rescind any notice of reduction or termination of the Revolving Domestic Commitments provided pursuant to this Section 2.06(a), if such termination or reduction was to have been made with the proceeds of a refinancing of all part of the Committed Loans hereunder or from the proceeds of an asset sale or a similar transaction, which refinancing or, asset sale or similar transaction shall not have been consummated or shall otherwise have been delayed. (b) The Canadian Borrower may, upon irrevocable notice from the Canadian Borrower to the Canadian Agent (except as set forth below), terminate the Canadian Total Commitments, the Canadian Letter of Credit Sublimit or the Canadian Swing Line Sublimit or from time to time permanently reduce in part the Canadian Total Commitments, the Canadian Letter of Credit Sublimit or the Canadian Swing Line Sublimit; provided that (i) any such notice shall be received by the Canadian Agent not later than 11:00 a.m. (Toronto time) three (3) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $2,000,000 or any whole multiple of $1,000,000 in excess thereof and (iii) the Canadian Borrower shall not reduce (A) the Canadian Total Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Canadian Outstandings would exceed the Revolving FacilityCanadian Total Commitments, (B) the Canadian Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of Canadian L/C Obligations (other than Canadian L/C Borrowings) not fully Cash Collateralized hereunder would exceed the Canadian Letter of Credit Sublimit or Sublimit, and (C) the Swingline Canadian Swing Line Sublimit if, after giving effect thereto thereto, and to any concurrent prepayments payments hereunder, the Outstanding Amount of Swingline Swing Line Loans made to the Canadian Borrower hereunder would exceed the Letter of Credit Canadian Swing Line Sublimit. If Notwithstanding anything to the contrary contained herein, the Canadian Borrower may rescind any notice of reduction or termination of the Canadian Commitments provided pursuant to this Section 2.06(b), if such termination or reduction was to have been made with the proceeds of a refinancing of all part of the Committed Loans hereunder or from the proceeds of an asset sale or a similar transaction, which refinancing or, asset sale or similar transaction shall not have been consummated or shall otherwise have been delayed. (c) If, after giving effect to any reduction or termination of the Revolving Commitments under this Section 2.06Domestic Total Commitments, the Domestic Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline Domestic Swing Line Sublimit exceeds the amount of the Revolving Facility at Domestic Total Commitments, such time, the Domestic Letter of Credit Sublimit, the Alternative Currency Sublimit or the Swingline Sublimit, as the case may be, Domestic Swing Line Sublimit shall be automatically reduced by the amount of such excess. . (d) If, after giving effect to any reduction of the Canadian Total Commitments, the Canadian Letter of Credit Sublimit or the Canadian Swing Line Sublimit exceeds the amount of the Canadian Total Commitments, such Canadian Letter of Credit Sublimit or Canadian Swing Line Sublimit shall be automatically reduced by the amount of such excess. (e) The Canadian Total Commitments, the Canadian Letter of Credit Sublimit or the Canadian Swing Line Sublimit shall be automatically terminated without any further action of any Loan Party or any Credit Party upon the termination of the Revolving Domestic Commitments pursuant to Section 2.06(a) hereof. (f) The Administrative Agent or the Canadian Agent, as applicable, will promptly notify the Revolving Domestic Lenders or the Canadian Lenders, as applicable, of any termination or reduction of the Letter of Credit Sublimit, Swingline Sublimit, the Alternative Currency Sublimit or the Revolving Commitment under made pursuant to this Section 2.06. The amount of any such reduction of the Revolving Commitments shall not be applied to the Alternative Currency Sublimit unless otherwise specified by the Company. Upon any reduction of the Revolving Domestic Total Commitments, the Revolving Domestic Commitment of each Revolving Domestic Lender shall be reduced by such Revolving Domestic Lender’s Applicable Revolving Percentage of such Reduction Amountreduction amount. Upon any reduction of the Canadian Total Commitments, the Canadian Commitment of each Canadian Lender shall be reduced by such Canadian Lender’s Applicable Percentage of such reduction amount. All fees (including, without limitation, Commitment Fees and Letter of Credit Fees) and interest in respect of the Revolving Facility Aggregate TotalRevolving Commitments accrued until the effective date of any termination of the Revolving Facility Aggregate TotalRevolving Commitments shall be paid on the effective date of such termination.