Common use of Termination or Reduction of Commitments Clause in Contracts

Termination or Reduction of Commitments. The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments, and (iv) if, after giving effect to any reduction of the Aggregate Commitments, the Alternative Currency Sublimit, the Bid Loan Sublimit or the Letter of Credit Sublimit exceeds the amount of the Aggregate Commitments, such Sublimit shall be automatically reduced by the amount of any such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. A notice of termination of the Aggregate Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, and such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied; provided, however, the Borrower shall be responsible for all reasonable out-of-pocket costs and expenses of the Administrative Agent and the Lenders caused by the revocation of such notice of termination in accordance with Sections 3.05 or 10.04. The amount of any such Aggregate Commitment reduction shall not be applied to the Alternative Currency Sublimit, the Bid Loan Sublimit or the Letter of Credit Sublimit unless otherwise specified by the Borrower. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. The Commitments hereunder may be permanently terminated or reduced in whole or in part by notice from the Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall thereof must be received by the Administrative Agent not later than 11:00 a.m. three 12:00 noon (New York time) at least five (5) Business Days prior to the date of reduction or termination or reduction, (ii) and any such partial reduction or terminations shall be in an aggregate a minimum amount of $5,000,000 or any whole multiple 1.0 million and integral multiples of $1,000,000 1.0 million in excess thereof, ; (iiiii) the Borrower shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments and Cash Collateralization hereunder, the Total Outstandings Outstanding Amount of Revolving Obligations thereunder would exceed the Aggregate Revolving Commitments, ; and (iviii) if, after giving effect to any reduction or termination of the Aggregate Revolving Commitments, the Alternative Currency Sublimit, the Bid Loan L/C Sublimit or the Letter of Credit Swingline Sublimit exceeds the amount of the Aggregate Revolving Commitments, such Sublimit sublimit shall be automatically reduced by the amount of any such excess. The Administrative Agent will promptly notify give prompt notice to the Lenders of any such notice termination of or reduction in Commitments. Except as provided in clause (iii) above, the amount of any reduction of the Aggregate Revolving Commitments shall not be applied to the Alternative Currency Sublimit, the L/C Sublimit or the Swingline Sublimit unless otherwise specified by the Borrower. Any termination or reduction of any Revolving Commitments shall be applied to the Aggregate CommitmentsRevolving Commitment of each applicable Lender according to its Revolving Commitment Percentage. All commitment or other fees accrued with respect to any Commitment through the effective date of any termination thereof shall be paid on the effective date of such termination. A notice of termination of the Aggregate Commitments delivered by the Borrower shall be irrevocable except that such notice may state that such notice it is conditioned upon the effectiveness of other credit facilities, and 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; provided, however, the Borrower shall be responsible for all reasonable out-of-pocket costs and expenses of the Administrative Agent and the Lenders caused by the revocation of such notice of termination in accordance with Sections 3.05 or 10.04. The amount of any such Aggregate Commitment reduction shall not be applied to the Alternative Currency Sublimit, the Bid Loan Sublimit or the Letter of Credit Sublimit unless otherwise specified by the Borrower. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) The Borrower Company may, upon notice to the Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrower Company shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments, and (iv) if, after giving effect to any reduction of the Aggregate Commitments, the Alternative Currency Sublimit, the Bid Loan Letter of Credit Sublimit, the HIL Sublimit, the Designated Borrower Sublimit or the Letter of Credit Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Sublimit shall be automatically reduced by the amount of any such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. A notice of termination of the Aggregate Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, and such notice may be revoked by the Borrower Except as set forth in clause (by notice to the Administrative Agent on or prior to the specified effective dateiv) if such condition is not satisfied; provided, howeverabove, the Borrower shall be responsible for all reasonable out-of-pocket costs and expenses of the Administrative Agent and the Lenders caused by the revocation of such notice of termination in accordance with Sections 3.05 or 10.04. The amount of any such Aggregate Commitment reduction shall not be applied to the Alternative Currency Sublimit, the Bid Loan Sublimit or the Letter of Credit any Sublimit unless otherwise specified by the BorrowerCompany. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination. Not more than two times per fiscal year, a notice to reduce the Aggregate Commitments hereunder may state that it is conditioned upon the effectiveness of other credit facilities or the incurrence of other Indebtedness, the consummation of a particular Disposition or the occurrence of a Change of Control, in which case such notice may be revoked by the applicable Borrower(s) (by notice to the Administrative Agent on or prior to the specified commitment reduction date) if such condition is not satisfied.

Termination or Reduction of Commitments. The Commitments under any Facility may be terminated or permanently reduced in whole or in part by notice from the Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall thereof must be received by the Administrative Agent not later than 11:00 a.m. three 1:00 p.m. (New York time) at least five (5) Business Days prior to the date of reduction or termination or reduction, (ii) and any such partial reduction or terminations shall be in an aggregate a minimum amount of $5,000,000 or any whole multiple 1,000,000 and integral multiples of $1,000,000 in excess thereof, ; (iiiii) the Borrower shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments and Cash Collateralization hereunder, the Total Outstandings Outstanding Amount of Revolving Obligations thereunder would exceed the Aggregate Revolving Commitments, ; and (iviii) if, after giving effect to any reduction or termination of the Aggregate Revolving Commitments, the Alternative Currency Sublimit, the Bid Loan L/C Sublimit or the Letter of Credit Swingline Sublimit exceeds the amount of the Aggregate Revolving Commitments, such Sublimit sublimit shall be automatically reduced by the amount of any such excess. The Administrative Agent will promptly notify give prompt notice to the Lenders of any such notice termination of or reduction in Commitments. Except as provided in clause (iii) above, the amount any reduction of the Aggregate Revolving Commitments shall not be applied to the Alternative Currency Sublimit, the L/C Sublimit or the Swingline Sublimit unless otherwise specified by the Borrower. Any termination or reduction of any Commitments under any Facility shall be applied to the Aggregate CommitmentsCommitment of each applicable Lender under such Facility according to its Pro Rata Share of such Facility. All commitment or other fees accrued with respect to any Commitment through the effective date of any termination thereof shall be paid on the effective date of such termination. A notice of termination of the Aggregate Commitments delivered by the Borrower shall be irrevocable except that such notice may state that such notice it is conditioned upon the effectiveness of other credit facilities, and 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; provided, however, the Borrower shall be responsible for all reasonable out-of-pocket costs and expenses of the Administrative Agent and the Lenders caused by the revocation of such notice of termination in accordance with Sections 3.05 or 10.04. The amount of any such Aggregate Commitment reduction shall not be applied to the Alternative Currency Sublimit, the Bid Loan Sublimit or the Letter of Credit Sublimit unless otherwise specified by the Borrower. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) The Borrower Company may, upon notice to the Administrative Agent, terminate the Aggregate CommitmentsRevolving Credit Facility, or from time to time permanently reduce the Aggregate CommitmentsRevolving Credit Facility; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 10:00 a.m. three five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrower Company shall not terminate or reduce the Aggregate Commitments Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Aggregate CommitmentsRevolving Credit Facility, and (iv) if, after giving effect to any reduction of the Aggregate CommitmentsRevolving Credit Facility, the Alternative Currency Sublimit, the Bid Loan Letter of Credit Sublimit or the Letter of Credit Swing Line Sublimit exceeds the amount of the Aggregate CommitmentsRevolving Credit Facility, such Sublimit sublimit shall be automatically reduced by the amount of any such excess. The Administrative Agent will promptly notify the Revolving Credit Lenders of any such notice of termination or reduction of the Aggregate Commitments. A notice of termination of the Aggregate Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, and such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied; provided, however, the Borrower shall be responsible for all reasonable out-of-pocket costs and expenses of the Administrative Agent and the Lenders caused by the revocation of such notice of termination in accordance with Sections 3.05 or 10.04Revolving Credit Facility. The amount of any such Aggregate Commitment Revolving Credit Facility reduction shall not be applied to the Alternative Currency Sublimit, the Bid Loan Sublimit or the Letter of Credit Sublimit unless otherwise specified by the BorrowerCompany. Any reduction of the Aggregate Commitments Revolving Credit Facility shall be applied to the Revolving Credit Commitment of each Revolving Credit Lender according to its Applicable PercentageRevolving Credit Percentage (other than a reduction pursuant to Section 2.14(f)). All fees accrued until the effective date of any termination of the Aggregate Commitments Revolving Credit 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 on the Closing Date.

Termination or Reduction of Commitments. The Borrower Company may, upon notice to the Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall will be received by the Administrative Agent not later than 11:00 10:00 a.m. three five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall will be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrower shall Company will not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments, unless the Total Outstandings consist solely of the Outstanding Amount of L/C Obligations and the Company has concurrently Cash Collateralized the Outstanding Amount of L/C Obligations, and (iv) if, after giving effect to any reduction of the Aggregate Commitments, the Alternative Currency Sublimit, the Bid Loan Letter of Credit Sublimit or the Letter of Credit Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Sublimit shall sublimit will be automatically reduced by the amount of any such excess. A notice of termination of the Aggregate Commitments delivered by the Company pursuant to this Section 2.07 may state that such notice is conditioned on the effectiveness of other credit facilities or the availability of a source of funds for the prepayment in full of the Obligations under this Agreement, in which case, such notice may be revoked by the Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. A notice of termination of the Aggregate Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, and such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied; provided, howeverExcept as otherwise set forth above, the Borrower shall be responsible for all reasonable out-of-pocket costs and expenses of the Administrative Agent and the Lenders caused by the revocation of such notice of termination in accordance with Sections 3.05 or 10.04. The amount of any such Aggregate Commitment reduction shall will not be applied to the Alternative Currency Sublimit, the Bid Loan Letter of Credit Sublimit or the Letter of Credit Swing Line Sublimit unless otherwise specified by the BorrowerCompany. Any reduction of the Aggregate Commitments shall will be applied to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments shall will be paid on the effective date of such termination.

Termination or Reduction of Commitments. The Borrower Company may, upon notice to the Administrative Agent, terminate the Aggregate Commitments, Revolving Credit Commitment or from time to time permanently reduce the Aggregate CommitmentsRevolving Credit Commitment; provided that (ia) any such notice shall be received by the Administrative Agent not later than 11:00 8:00 a.m. three five Business Days prior to the date of termination or reduction, (iib) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iiic) the Borrower Company shall not terminate or reduce the Aggregate Commitments Revolving Credit Commitment if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Aggregate Commitments, Revolving Credit Commitment and (ivd) if, after giving effect to any reduction of the Aggregate CommitmentsRevolving Credit Commitment, the Alternative Currency Sublimit, the Bid Loan Letter of Credit Sublimit, the Designated Borrower Sublimit or the Letter of Credit Swing Line Sublimit exceeds the amount of the Aggregate CommitmentsRevolving Credit Commitment, such Sublimit shall be automatically reduced by the amount of any such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate CommitmentsRevolving Credit Commitment. A notice of termination Except as specified in clause (d) of the Aggregate Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, and such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied; provided, howeversecond preceding sentence, the Borrower shall be responsible for all reasonable out-of-pocket costs and expenses of the Administrative Agent and the Lenders caused by the revocation of such notice of termination in accordance with Sections 3.05 or 10.04. The amount of any such Aggregate Revolving Credit Commitment reduction shall not be applied to the Alternative Currency Sublimit, the Bid Loan Sublimit or the Letter of Credit Sublimit unless otherwise specified by the BorrowerCompany. Any reduction of the Aggregate Commitments Revolving Credit Commitment shall be applied to the Aggregate Revolving Credit Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments Revolving Credit Commitment shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. The Borrower Company may, upon notice to the Administrative Agent, terminate the Aggregate Revolving Commitments, or from time to time permanently reduce the Aggregate Revolving Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrower Company shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments, and (iv) if, after giving effect to any reduction of the Aggregate Revolving Commitments, the Alternative Currency Sublimit, the Bid Loan Letter of Credit Sublimit, the HIL Sublimit, the Designated Borrower Sublimit or the Letter of Credit Swing Line Sublimit exceeds the amount of the Aggregate Revolving Commitments, such Sublimit shall be automatically reduced by the amount of any such excess. The Administrative Agent will promptly notify the Revolving Credit Lenders of any such notice of termination or reduction of the Aggregate Revolving Commitments. A notice of termination of the Aggregate Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, and such notice may be revoked by the Borrower Except as set forth in clause (by notice to the Administrative Agent on or prior to the specified effective dateiv) if such condition is not satisfied; provided, howeverabove, the Borrower shall be responsible for all reasonable out-of-pocket costs and expenses of the Administrative Agent and the Lenders caused by the revocation of such notice of termination in accordance with Sections 3.05 or 10.04. The amount of any such Aggregate Revolving Commitment reduction shall not be applied to the Alternative Currency Sublimit, the Bid Loan Sublimit or the Letter of Credit any Sublimit unless otherwise specified by the BorrowerCompany. Any reduction of the Aggregate Revolving Commitments shall be applied to the Commitment of each Lender according to its Applicable Revolving Percentage. All fees accrued until the effective date of any termination of the Aggregate Revolving Commitments shall be paid on the effective date of such termination. Not more than two times per fiscal year, a notice to reduce the Aggregate Revolving Commitments hereunder may state that it is conditioned upon the effectiveness of other credit facilities or the incurrence of other Indebtedness, the consummation of a particular Disposition or the occurrence of a Change of Control, in which case such notice may be revoked by the applicable Borrower(s) (by notice to the Administrative Agent on or prior to the specified commitment reduction date) if such condition is not satisfied.

Termination or Reduction of Commitments. The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall will be received by the Administrative Agent not later than 11:00 a.m. three five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall will be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrower shall will not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments, unless the Total Outstandings consist solely of the Outstanding Amount of L/C Obligations and the Borrower has concurrently Cash Collateralized the Outstanding Amount of L/C Obligations, and (iv) if, after giving effect to any reduction of the Aggregate Commitments, the Alternative Currency Sublimit, the Bid Loan Letter of Credit Sublimit or the Letter of Credit Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Sublimit shall will be automatically reduced by the amount of any such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. A notice of termination of the Aggregate Commitments delivered by the Borrower pursuant to this Section 2.07 may state that such notice is conditioned upon on the effectiveness of other credit facilitiesfacilities or the availability of a source of funds for the prepayment in full of the Obligations under this Agreement, and 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; provided, however, the Borrower shall be responsible for all reasonable out-of-pocket costs and expenses of the . The Administrative Agent and will promptly notify the Lenders caused by the revocation of any such notice of termination in accordance with Sections 3.05 or 10.04reduction of the Aggregate Commitments. The Except as otherwise set forth above, the amount of any such Aggregate Commitment reduction shall will not be applied to the Alternative Currency Sublimit, the Bid Loan Letter of Credit Sublimit or the Letter of Credit Swing Line Sublimit unless otherwise specified by the Borrower. Any reduction of the Aggregate Commitments shall will be applied to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments shall will be paid on the effective date of such termination.

Termination or Reduction of Commitments. The Borrower Borrowers may, upon notice to the Administrative Agent, terminate the Aggregate CommitmentsCommitments and this Agreement, or from time to time permanently reduce the Aggregate CommitmentsCommitments under this Agreement; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrower Borrowers shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments prepayment and/or Cash Collateralization hereunder, the Total Outstandings would exceed the Aggregate Commitments, and (iv) if, after giving effect to any reduction of the Aggregate Commitments, the Alternative Currency Sublimit, the Bid Loan Sublimit or the Letter of Credit Sublimit exceeds the amount of the Aggregate Commitments, such the Alternative Currency Sublimit shall be automatically reduced by the amount of any such excess; and provided, further, that a notice of termination or reduction of the Aggregate Commitments under this Section 2.05 may state that such notice is conditioned upon the occurrence of one or more events specified therein, in which case such notice may be revoked by the Borrowers (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. A notice of termination of the Aggregate Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, and such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied; provided, however, the Borrower shall be responsible for all reasonable out-of-pocket costs and expenses of the Administrative Agent and the Lenders caused by the revocation of such notice of termination in accordance with Sections 3.05 or 10.04. The amount of any such Aggregate Commitment reduction shall not be applied to the Alternative Currency Sublimit, the Bid Loan Sublimit or the Letter of Credit Sublimit unless otherwise specified by the BorrowerBorrowers. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Applicable PercentagePro Rata Share; provided that, during any period in which a Lender is a Defaulting Lender, the Borrowers may (in their discretion) apply all or any portion to be specified by the Borrowers of any optional reduction of unused Aggregate Commitments under this Section 2.05 to the unused Commitments of any one or more Defaulting Lenders specified by the Borrowers (which application may result in a change of the Pro Rata Shares of the Lenders) before applying any remaining reduction to the unused Commitments of all Lenders in accordance with their Pro Rata Shares. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination. Notwithstanding the termination of the Aggregate Commitments, this Agreement shall not terminate, and the obligations of the Borrowers under this Agreement shall continue, until all Letters of Credit have expired, been replaced or been terminated and each Unreimbursed Amount and all interest, fees and other amounts payable hereunder have been paid in full.

Termination or Reduction of Commitments. (a) The Borrower mayshall have the right, upon not less than two Business Days’ notice to the Administrative Agent, to terminate the Aggregate CommitmentsRevolving Commitments of any Tranche, the L/C Commitments or the Swingline Commitments or, from time to time permanently time, to reduce the Aggregate amount of the Revolving Commitments of any Tranche, the L/C Commitments or the Swingline Commitments; provided that (i) no such termination or reduction of Revolving Commitments of any such notice Tranche shall be received by the Administrative Agent not later than 11:00 a.m. three Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrower shall not terminate or reduce the Aggregate Commitments permitted if, after giving effect thereto and to any concurrent prepayments hereunderof the Revolving Loans made on the effective date thereof, the Total Outstandings total Revolving Extensions of Credit of such Tranche would exceed the Aggregate Commitmentstotal Revolving Commitments of such Tranche. Any such partial reduction shall be in an amount equal to $100,000, or a whole multiple of $500,000 in excess thereof, and (iv) if, after giving effect to any reduction shall reduce permanently the Revolving Commitments of the Aggregate Commitmentsapplicable Tranche then in effect. Notwithstanding anything to the contrary contained in this Agreement, the Alternative Currency Sublimit, the Bid Loan Sublimit or the Letter of Credit Sublimit exceeds the amount of the Aggregate Commitments, such Sublimit shall be automatically reduced by the amount of Borrower may rescind any such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of under this Section 2.10 if the Aggregate Commitments. A notice of such termination of the Aggregate Commitments delivered by the Borrower may state or reduction stated that such notice is was conditioned upon the effectiveness occurrence or non-occurrence of other credit facilitiesa transaction or the receipt of a replacement of all, and or a portion, of the Revolving Commitments outstanding at such time, in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied; provided, however. (b) Upon the incurrence by the Borrower or any of its Restricted Subsidiaries of any Permitted Refinancing Obligations in respect of Revolving Commitments or Revolving Loans, the Revolving Commitments designated by the Borrower to be terminated in connection therewith shall be responsible for all reasonable out-of-pocket costs and expenses automatically permanently reduced by an amount equal to 100% of the Administrative Agent aggregate principal amount of commitments under such Permitted Refinancing Obligations and the Lenders caused by the revocation any outstanding Revolving Loans in respect of such notice of termination in accordance with Sections 3.05 or 10.04. The amount of any such Aggregate Commitment reduction shall not be applied to the Alternative Currency Sublimit, the Bid Loan Sublimit or the Letter of Credit Sublimit unless otherwise specified by the Borrower. Any reduction of the Aggregate terminated Revolving Commitments shall be applied to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such terminationrepaid in full.

Termination or Reduction of Commitments. (a) The Borrower mayshall have the right, upon notice delivered to the Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall be received by the Administrative Agent not no later than 11:00 a.m. 1:00 P.M., New York City time, at least three Business Days prior to the proposed date of termination or reduction, (ii) to terminate the Revolving Commitments or, from time to time, to reduce the amount of the Revolving Commitments of any Class; provided that no such termination or reduction shall be permitted if, after giving effect thereto and to any prepayments of the Revolving Loans or Swingline Loans made on the effective date thereof, the Revolving Extensions of Credit under such Class of Revolving Commitments of any Revolving Lender would exceed such Revolving Lender’s Revolving Commitment of such Class. Any such partial reduction shall be in an aggregate amount of equal to $5,000,000 10,000,000, or any a whole multiple of $1,000,000 in excess thereof, (iii) shall reduce permanently the Revolving Commitments then in effect and shall be applied to reduce the Revolving Commitments of any Class as the Borrower shall not terminate or reduce may designate, but in any event, in the Aggregate case of Revolving Commitments ifwith the same Revolving Termination Date, after giving effect thereto and to any concurrent prepayments hereunder, on a pro rata basis among such Revolving Commitments based on the Total Outstandings would exceed the Aggregate Commitments, and (iv) if, after giving effect to any reduction of the Aggregate Commitments, the Alternative Currency Sublimit, the Bid Loan Sublimit or the Letter of Credit Sublimit exceeds the respective amount of the Aggregate Commitments, such Sublimit shall be automatically reduced by the amount Revolving Commitments of any such excesseach Revolving Lender. The Administrative Agent will promptly notify the Lenders of any such Each notice of termination or reduction of the Aggregate Commitments. A notice of termination of the Aggregate Commitments delivered by the Borrower pursuant to this Section shall be irrevocable, provided that such notice may state that such notice it is conditioned upon the effectiveness of other credit facilitiesfacilities (including under this Agreement) or incurrence of other Indebtedness, and the consummation of a particular Disposition, the occurrence of a change of control or other event), in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied; provided, however, the Borrower shall be responsible for all reasonable out-of-pocket costs and expenses of the Administrative Agent and the Lenders caused by the revocation of such notice of termination in accordance with Sections 3.05 or 10.04. . (b) The amount of any such Aggregate Commitment reduction shall not be applied to the Alternative Currency Sublimit, the Bid Loan Sublimit or the Letter of Credit Sublimit unless otherwise specified by the Borrower. Any reduction of the Aggregate Commitments shall be applied to the Term B-1 Additional Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid will terminate on the effective date Amendment No. 1 Effective Date immediately upon the funding of such termination▇▇▇▇▇▇’s Term B-1 Loan thereunder. (c) The Term B-2 Additional Commitment of each Lender will terminate on the Amendment No. 1 Effective Date immediately upon the funding of such ▇▇▇▇▇▇’s Term B-2 Loan thereunder. (d) The Term A-5 Additional Commitment of each Lender will terminate on the Amendment No. 2 Effective Date immediately upon the funding of such ▇▇▇▇▇▇’s Term A-5 Loan thereunder. (e) The Term A-6 Commitment of each Lender will terminate on the Amendment No. 2 Effective Date immediately upon the funding of such ▇▇▇▇▇▇’s Term A-6 Loan thereunder. (f) The Term B-3 Commitment of each Lender will terminate on the Amendment No. 4 Effective Date immediately upon the funding of such Lender’s Term B-3 Loan thereunder. (g) The Term B-4 Commitment of each Lender will terminate on the Amendment No. 5 Effective Date immediately upon the funding of such Lender’s Term B-4 Loan thereunder.

Termination or Reduction of Commitments. (a) The Borrower mayshall have the right, upon notice delivered to the Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall be received by the Administrative Agent not no later than 11:00 a.m. 1:00 P.M., New York City time, at least three Business Days prior to the proposed date of termination or reduction, (ii) to terminate the Revolving Commitments or, from time to time, to reduce the amount of the Revolving Commitments of any Class; provided that no such termination or reduction shall be permitted if, after giving effect thereto and to any prepayments of the Revolving Loans or Swingline Loans made on the effective date thereof, the Revolving Extensions of Credit under such Class of Revolving Commitments of any Revolving Lender would exceed such Revolving Lender’s Revolving Commitment of such Class. Any such partial reduction shall be in an aggregate amount of equal to $5,000,000 10,000,000, or any a whole multiple of $1,000,000 in excess thereof, (iii) shall reduce permanently the Revolving Commitments then in effect and shall be applied to reduce the Revolving Commitments of any Class as the Borrower shall not terminate or reduce may designate, but in any event, in the Aggregate case of Revolving Commitments ifwith the same Revolving Termination Date, after giving effect thereto and to any concurrent prepayments hereunder, on a pro rata basis among such Revolving Commitments based on the Total Outstandings would exceed the Aggregate Commitments, and (iv) if, after giving effect to any reduction of the Aggregate Commitments, the Alternative Currency Sublimit, the Bid Loan Sublimit or the Letter of Credit Sublimit exceeds the respective amount of the Aggregate Commitments, such Sublimit shall be automatically reduced by the amount Revolving Commitments of any such excesseach Revolving Lender. The Administrative Agent will promptly notify the Lenders of any such Each notice of termination or reduction of the Aggregate Commitments. A notice of termination of the Aggregate Commitments delivered by the Borrower pursuant to this Section shall be irrevocable, provided that such notice may state that such notice it is conditioned upon the effectiveness of other credit facilitiesfacilities (including under this Agreement) or incurrence of other Indebtedness, and the consummation of a particular Disposition, the occurrence of a change of control or other event), in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied; provided, however, the Borrower shall be responsible for all reasonable out-of-pocket costs and expenses of the Administrative Agent and the Lenders caused by the revocation of such notice of termination in accordance with Sections 3.05 or 10.04. . (b) The amount of any such Aggregate Commitment reduction shall not be applied to the Alternative Currency Sublimit, the Bid Loan Sublimit or the Letter of Credit Sublimit unless otherwise specified by the Borrower. Any reduction of the Aggregate Commitments shall be applied to the Term B-1 Additional Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid will terminate on the effective date Amendment No. 1 Effective Date immediately upon the funding of such termination▇▇▇▇▇▇’s Term B-1 Loan thereunder. (c) The Term B-2 Additional Commitment of each Lender will terminate on the Amendment No. 1 Effective Date immediately upon the funding of such ▇▇▇▇▇▇’s Term B-2 Loan thereunder. (d) The Term A-5 Additional Commitment of each Lender will terminate on the Amendment No. 2 Effective Date immediately upon the funding of such ▇▇▇▇▇▇’s Term A-5 Loan thereunder. (e) The Term A-6 Commitment of each Lender will terminate on the Amendment No. 2 Effective Date immediately upon the funding of such ▇▇▇▇▇▇’s Term A-6 Loan thereunder. (f) The Term B-3 Commitment of each Lender will terminate on the Amendment No. 4 Effective Date immediately upon the funding of such Lender’s Term B-3 Loan thereunder.

Termination or Reduction of Commitments. The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Revolving Credit Commitments, or from time to time permanently reduce the Aggregate Revolving Credit Commitments; provided that (ia) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three five Business Days prior to the date of termination or reduction, (iib) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, or the entire remaining Aggregate Revolving Credit Commitments, (iiic) the Borrower shall not terminate or reduce the Aggregate Revolving Credit Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Aggregate Revolving Credit Commitments, and (ivd) if, after giving effect to any reduction of the Aggregate Revolving Credit Commitments, the Alternative Currency Sublimit, the Bid Loan Sublimit or the Letter of Credit Credit—BA Sublimit exceeds the amount of the Aggregate Revolving Credit Commitments, such Sublimit sublimit shall be automatically reduced by the amount of any such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Revolving Credit Commitments. A notice of termination of the Aggregate Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, and such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied; provided, however, the Borrower shall be responsible for all reasonable out-of-pocket costs and expenses of the Administrative Agent and the Lenders caused by the revocation of such notice of termination in accordance with Sections 3.05 or 10.04. The amount of any such Aggregate Revolving Credit Commitment reduction shall not be applied to the Alternative Currency Sublimit, the Bid Loan Sublimit or the Letter of Credit Sublimit unless otherwise specified by the Borrower. Any reduction of the Aggregate Revolving Credit Commitments shall be applied to the Revolving Credit Commitment of each Revolving Lender according to its Applicable PercentagePro Rata Revolving Share. All commitment fees accrued until the effective date of any termination of the Aggregate Revolving Credit Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) The Borrower Company may, upon notice to the Administrative Agent, terminate the Aggregate CommitmentsRevolving Credit Facility, or from time to time permanently reduce the Aggregate CommitmentsRevolving Credit Facility; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 10:00 a.m. three five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrower Company shall not terminate or reduce the Aggregate Commitments Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Aggregate CommitmentsRevolving Credit Facility, and (iv) if, after giving effect to any reduction of the Aggregate CommitmentsRevolving Credit Facility, the Alternative Currency Sublimit, the Bid Loan Letter of Credit Sublimit or the Letter of Credit Swing Line Sublimit exceeds the amount of the Aggregate CommitmentsRevolving Credit Facility, such Sublimit sublimit shall be automatically reduced by the amount of any such excess. The Administrative Agent will promptly notify the Revolving Credit Lenders of any such notice of termination or reduction of the Aggregate Commitments. A notice of termination of the Aggregate Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, and such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied; provided, however, the Borrower shall be responsible for all reasonable out-of-pocket costs and expenses of the Administrative Agent and the Lenders caused by the revocation of such notice of termination in accordance with Sections 3.05 or 10.04Revolving Credit Facility. The amount of any such Aggregate Commitment Revolving Credit Facility reduction shall not be applied to the Alternative Currency Sublimit, the Bid Loan Sublimit or the Letter of Credit Sublimit unless otherwise specified by the BorrowerCompany. Any reduction of the Aggregate Commitments Revolving Credit Facility shall be applied to the Revolving Credit Commitment of each Revolving Credit Lender according to its Applicable PercentageRevolving Credit Percentage (other than a reduction pursuant to Section 2.14(f)). All fees accrued until the effective date of any termination of the Aggregate Commitments Revolving Credit Facility shall be paid on the effective date of such termination. (b) The aggregateapplicable Term Commitments shall be automatically and permanently reduced to zero on the date of the applicable Term Borrowing.

Termination or Reduction of Commitments. (a) The Borrower mayshall have the right, upon notice delivered to the Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall be received by the Administrative Agent not no later than 11:00 a.m. 1:00 P.M., New York City time, at least three Business Days prior to the proposed date of termination or reduction, (ii) to terminate the Revolving Commitments or, from time to time, to reduce the amount of the Revolving Commitments; provided that no such termination or reduction shall be permitted if, after giving effect thereto and to any prepayments of the Revolving Loans or Swingline Loans made on the effective date thereof, the Revolving Extensions of Credit of any Revolving Lender would exceed such partial Revolving Lender’s Revolving Commitment. Any such reduction shall be in an aggregate amount of equal to $5,000,000 10,000,000, or any a whole multiple of $1,000,000 in excess thereof, (iii) shall reduce permanently the Revolving Commitments then in effect and shall be applied to reduce the Revolving Commitments of the Revolving Lenders as the Borrower shall not terminate or reduce may designate, but in any event, in the Aggregate case of Revolving Commitments ifwith the same Revolving Termination Date, after giving effect thereto and to any concurrent prepayments hereunder, on a pro rata basis among such Revolving Commitments based on the Total Outstandings would exceed the Aggregate Commitments, and (iv) if, after giving effect to any reduction of the Aggregate Commitments, the Alternative Currency Sublimit, the Bid Loan Sublimit or the Letter of Credit Sublimit exceeds the respective amount of the Aggregate Commitments, such Sublimit shall be automatically reduced by the amount Revolving Commitments of any such excesseach Revolving Lender. The Administrative Agent will promptly notify the Lenders of any such Each notice of termination or reduction of the Aggregate Commitments. A notice of termination of the Aggregate Commitments delivered by the Borrower pursuant to this Section shall be irrevocable, provided that such notice may state that such notice it is conditioned upon the effectiveness of other credit facilities, and the consummation of a particular Disposition or the occurrence of a change of control, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied; provided, however. (b) On the Restatement Effective Date, the Borrower shall be responsible for all reasonable outNon-of-pocket costs and expenses of the Administrative Agent and the Lenders caused by the revocation of such notice of termination in accordance with Sections 3.05 or 10.04. The amount of any such Aggregate Commitment reduction shall not be applied to the Alternative Currency Sublimit, the Bid Loan Sublimit or the Letter of Credit Sublimit unless otherwise specified by the Borrower. Any reduction of the Aggregate Commitments shall be applied to the Revolving Commitment of each applicable Lender according shall be automatically reduced to its Applicable Percentagethe extent necessary so that such Lender’s Non-Revolving Commitment is equal to the aggregate principal amount of such ▇▇▇▇▇▇’s outstanding Non-Revolving Loans. All fees accrued until the effective date In connection with any prepayment or repayment of Non-Revolving Loans of any termination of Lender following the Aggregate Commitments shall be paid on Restatement Effective Date, the effective date Non-Revolving Commitment of such terminationLender shall automatically be reduced concurrently with such repayment or prepayment by an amount equal to the principal amount of its Non-Revolving Loans so repaid or prepaid on such date.

Termination or Reduction of Commitments. (a) The Borrower may, upon notice to the Administrative Agent, terminate unused amounts of the Aggregate CommitmentsRevolving Credit Facility, or from time to time permanently reduce the Aggregate Commitmentsunused portions of the Revolving Credit Facility; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three 1:00 p.m. two Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 2,000,000 or any whole multiple of $1,000,000 500,000 in excess thereof, (iii) the Borrower shall not terminate or reduce the Aggregate Commitments Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Aggregate CommitmentsRevolving Credit Facility, and (iv) if, after giving effect to any reduction of the Aggregate CommitmentsRevolving Credit Facility, the Alternative Currency Sublimit, the Bid Loan Sublimit or the Letter of Credit Sublimit, the Swing Line Sublimit or the Foreign Currency Sublimit exceeds the amount of the Aggregate CommitmentsRevolving Credit Facility, such Letter of Credit Sublimit, Swing Line Sublimit or Foreign Currency Sublimit shall be automatically reduced by the amount of any such excess. The Administrative Agent will promptly notify the Appropriate Lenders of any such notice of termination or reduction of the Aggregate Commitments. A notice of termination of the Aggregate Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, and such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied; provided, however, the Borrower shall be responsible for all reasonable out-of-pocket costs and expenses of the Administrative Agent and the Lenders caused by the revocation of such notice of termination in accordance with Sections 3.05 or 10.04. The amount of any such Aggregate Commitment reduction shall not be applied to the Alternative Currency Sublimit, the Bid Loan Sublimit or the Letter of Revolving Credit Sublimit unless otherwise specified by the BorrowerFacility. Any reduction of the Aggregate Commitments Revolving Credit Facility shall be applied to the Commitment of each Appropriate Lender according to its Applicable PercentagePro Rata Share. All commitment fees accrued until the effective date of any termination of the Aggregate Commitments Revolving Credit Facility shall be paid on the effective date of such termination. (b) The Letter of Credit Sublimit shall be permanently reduced from time to time on the date of each reduction in the Revolving Credit Facility by the amount, if any, by which the amount of the Letter of Credit Sublimit exceeds the Revolving Credit Facility after giving effect to such reduction of the Revolving Credit Facility. (c) The Swing Line Sublimit shall be permanently reduced from time to time on the date of each reduction in the Revolving Credit Facility by the amount, if any, by which the amount of the Swing Line Sublimit exceeds the Revolving Credit Facility after giving effect to such reduction of the Revolving Credit Facility. (d) The Foreign Currency Sublimit shall be permanently reduced from time to time on the date of each reduction in the Revolving Credit Facility by the amount, if any, by which the amount of the Foreign Currency Sublimit exceeds the Revolving Credit Facility after giving effect to such reduction of the Revolving Credit Facility. (e) The Revolving Credit Facility shall be automatically and permanently reduced, on a pro rata basis, on each date on which prepayment thereof is required to be made pursuant to Section 2.06(a) in an amount equal to the applicable Reduction Amount, provided that each such reduction of the Revolving Credit Facility shall be made ratably among the Revolving Credit Lenders in accordance with their Revolving Credit Commitments.

Termination or Reduction of Commitments. The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Revolving Credit Commitments, or from time to time permanently reduce the Aggregate Revolving Credit Commitments; provided that (ia) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three five Business Days prior to the date of termination or reduction, (iib) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, or the entire remaining Aggregate Revolving Credit Commitments, (iiic) the Borrower shall not terminate or reduce the Aggregate Revolving Credit Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Aggregate Revolving Credit Commitments, and (ivd) if, after giving effect to any reduction of the Aggregate Revolving Credit Commitments, the Alternative Currency Sublimit, the Bid Loan Sublimit or the Letter of Credit - BA Sublimit exceeds the amount of the Aggregate Revolving Credit Commitments, such Sublimit sublimit shall be automatically reduced by the amount of any such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Revolving Credit Commitments. A notice of termination of the Aggregate Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, and such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied; provided, however, the Borrower shall be responsible for all reasonable out-of-pocket costs and expenses of the Administrative Agent and the Lenders caused by the revocation of such notice of termination in accordance with Sections 3.05 or 10.04. The amount of any such Aggregate Revolving Credit Commitment reduction shall not be applied to the Alternative Currency Sublimit, the Bid Loan Sublimit or the Letter of Credit Sublimit unless otherwise specified by the Borrower. Any reduction of the Aggregate Revolving Credit Commitments shall be applied to the Revolving Credit Commitment of each Revolving Lender according to its Applicable PercentagePro Rata Revolving Share. All commitment fees accrued until the effective date of any termination of the Aggregate Revolving Credit Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitments, Commitments or from time to time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole a higher integral multiple of $1,000,000 in excess thereof, (iii) and the Borrower shall may not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, an amount less than the Total Outstandings would exceed the Aggregate Commitments, and (iv) if, after giving effect to any reduction of the Aggregate Commitments, the Alternative Currency Sublimit, the Bid Loan Sublimit or the Letter of Credit Sublimit exceeds the amount of the Aggregate Commitments, such Sublimit shall be automatically reduced by the amount of any such excessOutstandings. The Administrative Agent will promptly notify the Lenders of its receipt of any such notice of termination or reduction of the Aggregate Commitments. A notice . (b) If any principal payment (other than any regularly scheduled principal payment) of termination the Senior Notes (a “Mandatory Senior Note Prepayment”) is required to be made pursuant to the Senior Note Agreement, the Aggregate Commitments shall be permanently and irrevocably reduced by the amount (rounded upward, if necessary, to an integral multiple of $100,000) necessary so that the ratio of the amount of such reduction to the Aggregate Commitments prior to giving effect to such reduction is equal to the ratio of such Mandatory Senior Note Prepayment to the aggregate outstanding principal amount of the Senior Notes prior to giving effect to such Mandatory Senior Note Prepayment. (c) The Aggregate Commitments shall be permanently and irrevocably reduced concurrently with the receipt by the Borrower or any Subsidiary of any Net Cash Proceeds from the sale of the headquarters facility of the Borrower by an amount (rounded down, if necessary, to an integral multiple of $100,000) equal to the Lender Percentage of such Net Cash Proceeds; provided that the amount of any reduction in the Aggregate Commitments required pursuant to this clause (c) shall be reduced by the amount of any reduction of the Aggregate Commitments delivered by pursuant to clause (b) resulting from the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, and such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied; provided, however, the Borrower shall be responsible for all reasonable out-of-pocket costs and expenses of the Administrative Agent and the Lenders caused by the revocation sale of such notice of termination in accordance with Sections 3.05 or 10.04. The amount of any such Aggregate Commitment reduction shall not be applied to the Alternative Currency Sublimit, the Bid Loan Sublimit or the Letter of Credit Sublimit unless otherwise specified by the Borrower. headquarters facility. (d) Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Applicable PercentagePro Rata Share. All commitment fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) The Borrower mayshall have the right, upon notice delivered to the Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall be received by the Administrative Agent not no later than 11:00 a.m. 1:00 P.M., New York City time, at least three Business Days prior to the proposed date of termination or reduction, (ii) to terminate the Revolving Commitments or, from time to time, to reduce the amount of the Revolving Commitments of any Class; provided that no such termination or reduction shall be permitted if, after giving effect thereto and to any prepayments of the Revolving Loans or Swingline Loans made on the effective date thereof, the Revolving Extensions of Credit under such Class of Revolving Commitments of any Revolving Lender would exceed such Revolving Lender’s Revolving Commitment of such Class. Any such partial reduction shall be in an aggregate amount of equal to $5,000,000 10,000,000, or any a whole multiple of $1,000,000 in excess thereof, (iii) shall reduce permanently the Revolving Commitments then in effect and shall be applied to reduce the Revolving Commitments of any Class as the Borrower shall not terminate or reduce may designate, but in any event, in the Aggregate case of Revolving Commitments ifwith the same Revolving Termination Date, after giving effect thereto and to any concurrent prepayments hereunder, on a pro rata basis among such Revolving Commitments based on the Total Outstandings would exceed the Aggregate Commitments, and (iv) if, after giving effect to any reduction of the Aggregate Commitments, the Alternative Currency Sublimit, the Bid Loan Sublimit or the Letter of Credit Sublimit exceeds the respective amount of the Aggregate Commitments, such Sublimit shall be automatically reduced by the amount Revolving Commitments of any such excesseach Revolving Lender. The Administrative Agent will promptly notify the Lenders of any such Each notice of termination or reduction of the Aggregate Commitments. A notice of termination of the Aggregate Commitments delivered by the Borrower pursuant to this Section shall be irrevocable, provided that such notice may state that such notice it is conditioned upon the effectiveness of other credit facilitiesfacilities (including under this Agreement) or incurrence of other Indebtedness, and the consummation of a particular Disposition, the occurrence of a change of control or other event), in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied; provided, however, the Borrower shall be responsible for all reasonable out-of-pocket costs and expenses of the Administrative Agent and the Lenders caused by the revocation of such notice of termination in accordance with Sections 3.05 or 10.04. The amount of any such Aggregate Commitment reduction shall not be applied to the Alternative Currency Sublimit, the Bid Loan Sublimit or the Letter of Credit Sublimit unless otherwise specified by the Borrower. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination. (b) [Reserved] (c) [Reserved] (d)

Termination or Reduction of Commitments. The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Revolving Credit Commitments, or from time to time permanently reduce the Aggregate Revolving Credit Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. 2:00 p.m. three Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, and (iii) the Borrower shall not terminate or reduce the Aggregate Revolving Credit Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings aggregate Revolving Credit Exposure would exceed the Aggregate Commitments, and (iv) if, after giving effect to any reduction of the Aggregate Commitments, the Alternative Currency Sublimit, the Bid Loan Sublimit or the Letter of Credit Sublimit exceeds the amount of the Aggregate Commitments, such Sublimit shall be automatically reduced by the amount of any such excess. The Administrative Agent will promptly notify the Revolving Credit Lenders of any such notice of termination or reduction of the Aggregate Revolving Credit Commitments. A notice of termination of the Aggregate Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, and such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied; provided, however, the Borrower shall be responsible for all reasonable out-of-pocket costs and expenses of the Administrative Agent and the Lenders caused by the revocation of such notice of termination in accordance with Sections 3.05 or 10.04. The amount of any such Aggregate Commitment reduction shall not be applied to the Alternative Currency Sublimit, the Bid Loan Sublimit or the Letter of Credit Sublimit unless otherwise specified by the Borrower. Any reduction of the Aggregate Commitments shall be applied to the Revolving Credit Commitment of each Revolving Credit Lender according to its Applicable PercentagePro Rata Share. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination. Notwithstanding anything herein to the contrary, the Borrower may rescind any notice of termination of Revolving Credit Commitments under this Section 2.10 not later than 1:00 p.m. on the Business Day before such termination was scheduled to take place if such termination would have resulted from a refinancing of the Aggregate Commitments, which refinancing shall not be consummated or shall otherwise be delayed. Unless previously terminated, the Initial Term Commitments shall terminate at 5:00 p.m., New York City time, on the Effective Date. The Borrower may, upon notice to the Administrative Agent, terminate or permanently reduce the Revolving Credit Commitments of any Impacted Lender in whole or in part, if no Revolving Loans are then outstanding to the extent the aggregate remaining Revolving Credit Commitments would be at least equal to the aggregate Revolving Credit Exposure.

Termination or Reduction of Commitments. The Borrower Company may, upon notice to the Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 3,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrower Company shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments, and (iv) if, after giving effect to any reduction of the Aggregate Commitments, the Alternative Currency Sublimit, the Bid Loan Sublimit or Sublimit, the Letter of Credit Sublimit, the Swing Line Sublimit or the Designated Borrower Sublimit exceeds the amount of the Aggregate Commitments, such Sublimit shall be automatically reduced by the amount of any such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. A notice of termination of the Aggregate Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, and such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied; provided, however, the Borrower shall be responsible for all reasonable out-of-pocket costs and expenses of the Administrative Agent and the Lenders caused by the revocation of such notice of termination in accordance with Sections 3.05 or 10.04. The amount of any such Aggregate Commitment reduction shall not be applied to the Alternative Currency Sublimit, the Bid Loan Letter of Credit Sublimit or the Letter of Credit Designated Borrower Sublimit unless otherwise specified by the BorrowerCompany. The Company may from time to time, upon not less than three Business Days’ notice from the Company to the Administrative Agent (or such shorter period as may be agreed by the Administrative Agent in its sole discretion), reduce the Designated Borrower Sublimit by $50,000,000 or any whole multiple thereof, without any corresponding reduction in the Aggregate Commitments; provided that such reduction shall only be permitted if, after giving effect thereto, the outstanding Loans payable by the Designated Borrowers do not exceed the Designated Borrower Sublimit as so reduced. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. The Borrower Company may, upon notice to the Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall will be received by the Administrative Agent not later than 11:00 a.m. three five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall will be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrower shall Company will not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments, unless the Total Outstandings consist solely of the Outstanding Amount of L/C Obligations and the Company has concurrently Cash Collateralized the Outstanding Amount of L/C Obligations, and (iv) if, after giving effect to any reduction of the Aggregate Commitments, the Alternative Currency Sublimit, the Bid Loan Letter of Credit Sublimit or the Letter of Credit Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Sublimit shall will be automatically reduced by the amount of any such excess. A notice of termination of the Aggregate Commitments delivered by the Company pursuant to this Section 2.07 may state that such notice is conditioned on the effectiveness of other credit facilities or the availability of a source of funds for the prepayment in full of the Obligations under this Agreement, in which case, such notice may be revoked by the Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. A notice of termination of the Aggregate Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, and such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied; provided, howeverExcept as otherwise set forth above, the Borrower shall be responsible for all reasonable out-of-pocket costs and expenses of the Administrative Agent and the Lenders caused by the revocation of such notice of termination in accordance with Sections 3.05 or 10.04. The amount of any such Aggregate Commitment reduction shall will not be applied to the Alternative Currency Sublimit, the Bid Loan Letter of Credit Sublimit or the Letter of Credit Swing Line Sublimit unless otherwise specified by the BorrowerCompany. Any reduction of the Aggregate Commitments shall will be applied to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments shall will be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) The Borrower Company may, upon notice to the Administrative Agent, terminate the Aggregate CommitmentsRevolving Credit Facility, or from time to time permanently reduce the Aggregate CommitmentsRevolving Credit Facility; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 10:00 a.m. three five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrower Company shall not terminate or reduce the Aggregate Commitments Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Aggregate CommitmentsRevolving Credit Facility, and (iv) if, after giving effect to any reduction of the Aggregate CommitmentsRevolving Credit Facility, the Alternative Currency Sublimit, the Bid Loan Letter of Credit Sublimit or the Letter of Credit Swing Line Sublimit exceeds the amount of the Aggregate CommitmentsRevolving Credit Facility, such Sublimit sublimit shall be automatically reduced by the amount of any such excess. The Administrative Agent will promptly notify the Revolving Credit Lenders of any such notice of termination or reduction of the Aggregate Commitments. A notice of termination of the Aggregate Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, and such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied; provided, however, the Borrower shall be responsible for all reasonable out-of-pocket costs and expenses of the Administrative Agent and the Lenders caused by the revocation of such notice of termination in accordance with Sections 3.05 or 10.04Revolving Credit Facility. The amount of any such Aggregate Commitment Revolving Credit Facility reduction shall not be applied to the Alternative Currency Sublimit, the Bid Loan Sublimit or the Letter of Credit Sublimit unless otherwise specified by the BorrowerCompany. Any reduction of the Aggregate Commitments Revolving Credit Facility shall be applied to the Revolving Credit Commitment of each Revolving Credit Lender according to its Applicable PercentageRevolving Credit Percentage (other than a reduction pursuant to Section 2.14(f)). All fees accrued until the effective date of any termination of the Aggregate Commitments Revolving Credit Facility shall be paid on the effective date of such termination. (b) The applicable Term Commitments shall be automatically and permanently reduced to zero on the date of the applicable Term Borrowing.

Termination or Reduction of Commitments. (a) The Borrower Company may, upon notice to the Administrative Agent, terminate the Aggregate CommitmentsRevolving Credit Facility, or from time to time permanently reduce the Aggregate CommitmentsRevolving Credit Facility; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 10:00 a.m. three five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrower Company shall not terminate or reduce the Aggregate Commitments Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Aggregate CommitmentsRevolving Credit Facility, and (iv) if, after giving effect to any reduction of the Aggregate CommitmentsRevolving Credit Facility, the Alternative Currency Sublimit, the Bid Loan Letter of Credit Sublimit or the Letter of Credit Swing Line Sublimit exceeds the amount of the Aggregate CommitmentsRevolving Credit Facility, such Sublimit sublimit shall be automatically reduced by the amount of any such excess. The Administrative Agent will promptly notify the Revolving Credit Lenders of any such notice of termination or reduction of the Aggregate Commitments. A notice of termination of the Aggregate Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, and such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied; provided, however, the Borrower shall be responsible for all reasonable out-of-pocket costs and expenses of the Administrative Agent and the Lenders caused by the revocation of such notice of termination in accordance with Sections 3.05 or 10.04Revolving Credit Facility. The amount of any such Aggregate Commitment Revolving Credit Facility reduction shall not be applied to the Alternative Currency Sublimit, the Bid Loan Sublimit or the Letter of Credit Sublimit unless otherwise specified by the BorrowerCompany. Any reduction of the Aggregate Commitments Revolving Credit Facility shall be applied to the Revolving Credit Commitment of each Revolving Credit Lender according to its Applicable PercentageRevolving Credit Percentage (other than a reduction pursuant to Section 2.14(f)). All fees accrued until the effective date of any termination of the Aggregate Commitments Revolving Credit 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. The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (ia) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three five Business Days prior to the date of termination or reduction, (iib) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iiic) the Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments, and (ivd) if, after giving effect to any reduction of the Aggregate Commitments, the Alternative Currency Sublimit, the Bid Loan Sublimit or the Letter of Credit Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Sublimit shall be automatically reduced by the amount of such excess. Except as provided in the preceding sentence, the amount of any such excessAggregate Commitment reduction shall not be applied to the Alternative Currency Sublimit or the Swing Line Sublimit unless otherwise specified by the Borrower. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. A notice of termination of the Aggregate Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, and such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied; provided, however, the Borrower shall be responsible for all reasonable out-of-pocket costs and expenses of the Administrative Agent and the Lenders caused by the revocation of such notice of termination in accordance with Sections 3.05 or 10.04. The amount of any such Aggregate Commitment reduction shall not be applied to the Alternative Currency Sublimit, the Bid Loan Sublimit or the Letter of Credit Sublimit unless otherwise specified by the Borrower. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination. Notwithstanding anything to the contrary contained herein, a notice of termination of the Aggregate Commitments and the prepayment in full of the Committed Loans in connection therewith may state that such notice is conditioned upon the effectiveness of other credit facilities, and if any notice so states it may be revoked by the Borrower by notice to the Administrative Agent on or prior to the date specified for the termination of the Aggregate Commitments and such prepayment that the refinancing condition has not been met and the termination and prepayment is to be revoked, provided that the Borrower will continue to be responsible for any costs or expenses pursuant to Section 3.05 in connection with the failure to prepay Loans resulting from such revocation.

Termination or Reduction of Commitments. (a) The Borrower mayshall have the right, upon notice delivered to the Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall be received by the Administrative Agent not no later than 11:00 a.m. 1:00 P.M., New York City time, at least three Business Days prior to the proposed date of termination or reduction, (ii) to terminate the Revolving Commitments or, from time to time, to reduce the amount of the Revolving Commitments; provided that no such termination or reduction shall be permitted if, after giving effect thereto and to any prepayments of the Revolving Loans or Swingline Loans made on the effective date thereof, the Revolving Extensions of Credit of any Revolving Lender would exceed such partial Revolving Lender’s Revolving Commitment. Any such reduction shall be in an aggregate amount of equal to $5,000,000 10,000,000, or any a whole multiple of $1,000,000 in excess thereof, (iii) shall reduce permanently the Revolving Commitments then in effect and shall be applied to reduce the Revolving Commitments of the Revolving Lenders as the Borrower shall not terminate or reduce may designate, but in any event, in the Aggregate case of Revolving Commitments ifwith the same Revolving Termination Date, after giving effect thereto and to any concurrent prepayments hereunder, on a pro rata basis among such Revolving Commitments based on the Total Outstandings would exceed the Aggregate Commitments, and (iv) if, after giving effect to any reduction of the Aggregate Commitments, the Alternative Currency Sublimit, the Bid Loan Sublimit or the Letter of Credit Sublimit exceeds the respective amount of the Aggregate Commitments, such Sublimit shall be automatically reduced by the amount Revolving Commitments of any such excesseach Revolving Lender. The Administrative Agent will promptly notify the Lenders of any such Each notice of termination or reduction of the Aggregate Commitments. A notice of termination of the Aggregate Commitments delivered by the Borrower pursuant to this Section shall be irrevocable, provided that such notice may state that such notice it is conditioned upon the effectiveness of other credit facilitiesfacilities (including under this Agreement) or incurrence of other Indebtedness, and the consummation of a particular Disposition, the occurrence of a change of control or other event), in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied; provided, however, . (b) The Existing Revolving Commitments will terminate on the Borrower shall be responsible for all reasonable out-of-pocket costs and expenses Restatement Effective Date. The Additional Term B Commitment will terminate on the Restatement Effective Date immediately upon the funding of the Administrative Agent and the Lenders caused by the revocation of such notice of termination in accordance with Sections 3.05 or 10.04Term B Loans thereunder. The amount of any such Aggregate Commitment reduction shall not be applied to the Alternative Currency Sublimit, the Bid Loan Sublimit or the Letter of Credit Sublimit unless otherwise specified by the Borrower. Any reduction of the Aggregate Commitments shall be applied to the Term A-23 Commitment of each Lender according to its Applicable Percentagewill terminate on the RestatementAmendment No. All fees accrued until 1 Effective Date immediately upon the effective date funding of any termination such Lender’s Term A-23 Loan thereunder. The Additional Term B Commitment will terminate on the Restatement Effective Date immediately upon the funding of the Aggregate Commitments shall be paid on the effective date of such terminationTerm B Loans thereunder.

Termination or Reduction of Commitments. (a) The Borrower mayshall have the right, upon notice delivered to the Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall be received by the Administrative Agent not no later than 11:00 a.m. 1:00 P.M., New York City time, at least three Business Days prior to the proposed date of termination or reduction, (ii) to terminate the Revolving Commitments or, from time to time, to reduce the amount of the Revolving Commitments; provided that no such termination or reduction shall be permitted if, after giving effect thereto and to any prepayments of the Revolving Loans or Swingline Loans made on the effective date thereof, the Revolving Extensions of Credit of any Revolving Lender would exceed such partial Revolving Lender's Revolving Commitment. Any such reduction shall be in an aggregate amount of equal to $5,000,000 10,000,000, or any a whole multiple of $1,000,000 in excess thereof, (iii) shall reduce permanently the Revolving Commitments then in effect and shall be applied to reduce the Revolving Commitments of the Revolving Lenders as the Borrower shall not terminate or reduce may designate, but in any event, in the Aggregate case of Revolving Commitments ifwith the same Revolving Termination Date, after giving effect thereto and to any concurrent prepayments hereunder, on a pro rata basis among such Revolving Commitments based on the Total Outstandings would exceed the Aggregate Commitments, and (iv) if, after giving effect to any reduction of the Aggregate Commitments, the Alternative Currency Sublimit, the Bid Loan Sublimit or the Letter of Credit Sublimit exceeds the respective amount of the Aggregate Commitments, such Sublimit shall be automatically reduced by the amount Revolving Commitments of any such excesseach Revolving Lender. The Administrative Agent will promptly notify the Lenders of any such Each notice of termination or reduction of the Aggregate Commitments. A notice of termination of the Aggregate Commitments delivered by the Borrower pursuant to this Section shall be irrevocable, provided that such notice may state that such notice it is conditioned upon the effectiveness of other credit facilities, and the consummation of a particular Disposition or the occurrence of a change of control, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied; provided, however. (b) On the Restatement Effective Date, the Borrower shall be responsible for all reasonable outNon-of-pocket costs and expenses of the Administrative Agent and the Lenders caused by the revocation of such notice of termination in accordance with Sections 3.05 or 10.04. The amount of any such Aggregate Commitment reduction shall not be applied to the Alternative Currency Sublimit, the Bid Loan Sublimit or the Letter of Credit Sublimit unless otherwise specified by the Borrower. Any reduction of the Aggregate Commitments shall be applied to the Revolving Commitment of each applicable Lender according shall be automatically reduced to its Applicable Percentagethe extent necessary so that such Lender's Non-Revolving Commitment is equal to the aggregate principal amount of such Lender's outstanding Non-Revolving Loans. All fees accrued until the effective date In connection with any prepayment or repayment of Non-Revolving Loans of any termination of Lender following the Aggregate Commitments shall be paid on Restatement Effective Date, the effective date Non-Revolving Commitment of such terminationLender shall automatically be reduced concurrently with such repayment or prepayment by an amount equal to the principal amount of its Non-Revolving Loans so repaid or prepaid on such date.

Termination or Reduction of Commitments. (a) The Borrower mayshall have the right, upon notice delivered to the Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall be received by the Administrative Agent not no later than 11:00 a.m. 1:00 P.M., New York City time, at least three Business Days prior to the proposed date of termination or reduction, (ii) to terminate the Revolving Commitments or, from time to time, to reduce the amount of the Revolving Commitments; provided that no such termination or reduction shall be permitted if, after giving effect thereto and to any prepayments of the Revolving Loans or Swingline Loans made on the effective date thereof, the Revolving Extensions of Credit of any Revolving Lender would exceed such partial Revolving Lender's Revolving Commitment. Any such reduction shall be in an aggregate amount of equal to $5,000,000 10,000,000, or any a whole multiple of $1,000,000 in excess thereof, (iii) shall reduce permanently the Revolving Commitments then in effect and shall be applied to reduce the Revolving Commitments of the Revolving Lenders as the Borrower shall not terminate or reduce may designate, but in any event, in the Aggregate case of Revolving Commitments ifwith the same Revolving Termination Date, after giving effect thereto and to any concurrent prepayments hereunder, on a pro rata basis among such Revolving Commitments based on the Total Outstandings would exceed the Aggregate Commitments, and (iv) if, after giving effect to any reduction of the Aggregate Commitments, the Alternative Currency Sublimit, the Bid Loan Sublimit or the Letter of Credit Sublimit exceeds the respective amount of the Aggregate Commitments, such Sublimit shall be automatically reduced by the amount Revolving Commitments of any such excesseach Revolving Lender. The Administrative Agent will promptly notify the Lenders of any such Each notice of termination or reduction of the Aggregate Commitments. A notice of termination of the Aggregate Commitments delivered by the Borrower pursuant to this Section shall be irrevocable, provided that such notice may state that such notice it is conditioned upon the effectiveness of other credit facilities, and the consummation of a particular Disposition or the occurrence of a change of control, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied; provided, however. (b) On the Restatement Effective Date, the Borrower shall be responsible for all reasonable outNon-of-pocket costs and expenses of the Administrative Agent and the Lenders caused by the revocation of such notice of termination in accordance with Sections 3.05 or 10.04. The amount of any such Aggregate Commitment reduction shall not be applied to the Alternative Currency Sublimit, the Bid Loan Sublimit or the Letter of Credit Sublimit unless otherwise specified by the Borrower. Any reduction of the Aggregate Commitments shall be applied to the Revolving Commitment of each applicable Lender according shall be automatically reduced to its Applicable Percentagethe extent necessary so that such Lender's Non-Revolving Commitment is equal to the aggregate principal amount of such Lender's outstanding Non-Revolving Loans. All fees accrued until the effective date In connection with any prepayment or repayment of Non-Revolving Loans of any termination of Lender following the Aggregate Commitments shall be paid on Restatement Effective Date, the effective date Non-Revolving Commitment of such terminationLender shall automatically be reduced concurrently with such repayment or prepayment by an amount equal to the principal amount of its Non-Revolving Loans so repaid or prepaid on such date[Reserved].

Termination or Reduction of Commitments. The Borrower Company may, upon notice to the Administrative Agent, terminate the Aggregate Commitments, Revolving Credit Commitments or from time to time permanently reduce the Aggregate Revolving Credit Commitments; provided that provided, that, (ia) any such notice shall be received by the Administrative Agent not later than 11:00 8:00 a.m. three five Business Days prior to the date of termination or reduction, (iib) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iiic) the Borrower Company shall not terminate or reduce the Aggregate Revolving Credit Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Aggregate Commitments, Revolving Credit Commitments and (ivd) if, after giving effect to any reduction of the Aggregate Revolving Credit Commitments, the Alternative Currency Sublimit, the Bid Loan Letter of Credit Sublimit, the Designated Borrower Sublimit or the Letter of Credit Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit Commitments, such Sublimit sublimit shall be automatically reduced by the amount of any such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Revolving Credit Commitments. A notice of termination Except as specified in clause (d) of the Aggregate Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, and such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied; provided, howeversecond preceding sentence, the Borrower shall be responsible for all reasonable out-of-pocket costs and expenses of the Administrative Agent and the Lenders caused by the revocation of such notice of termination in accordance with Sections 3.05 or 10.04. The amount of any such reduction in the Aggregate Commitment reduction Revolving Credit Commitments shall not be applied to the Alternative Currency Sublimit, the Bid Loan Letter of Credit Sublimit, the Designated Borrower Sublimit or the Letter of Credit Swing Line Sublimit unless otherwise specified by the BorrowerCompany. Any reduction of the Aggregate Revolving Credit Commitments shall be applied to the Revolving Credit Commitment of each Lender according to its Applicable Revolving Credit Percentage. All fees accrued until the effective date of any termination of the Aggregate Revolving Credit Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. The Borrower Borrowers may, upon notice to the Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three 12:00 noon New York City time five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 1,000,000 or any whole multiple of $1,000,000 100,000 in excess thereof, (iii) the Borrower Borrowers shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the aggregate amount of the Total Outstandings would exceed the Aggregate Commitments, Commitments and (iv) if, after giving effect to any reduction of the Aggregate Commitments, the Alternative Currency Sublimit, the Bid Loan Sublimit sublimit applicable to Letters of Credit or the Letter of Credit Sublimit sublimit applicable to Swingline Loans exceeds the amount of the Aggregate Commitments, such Sublimit sublimit(s) shall be automatically reduced by the amount of any such excess; 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 specified event and may be revoked by the Borrowers if such condition is not satisfied or such event does not occur. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. A notice of termination of the Aggregate Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, and such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied; provided, however, the Borrower shall be responsible for all reasonable out-of-pocket costs and expenses of the Administrative Agent and the Lenders caused by the revocation of such notice of termination in accordance with Sections 3.05 or 10.04. The amount of any such Aggregate Commitment reduction shall not be applied to the Alternative Currency Sublimit, the Bid Loan Sublimit or the Letter of Credit Sublimit unless otherwise specified by the Borrower. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Applicable Percentage. All interest and fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination. Each reduction of the Aggregate Commitments shall be made ratably among the Lenders in accordance with their respective Commitments.

Termination or Reduction of Commitments. The Borrower Company may, upon notice to the Administrative Agent, terminate the Aggregate Revolving Credit Commitments, or from time to time permanently reduce the Aggregate Revolving Credit Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrower Company shall not terminate or reduce the Aggregate Revolving Credit Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Credit Outstandings would exceed the Aggregate Revolving Credit Commitments, and (iv) if, after giving effect to any reduction of the Aggregate Revolving Credit Commitments, the Alternative Currency Sublimit, the Bid Loan Letter of Credit Sublimit or the Letter of Credit Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit Commitments, such Sublimit sublimit shall be automatically reduced by the amount of any such excess. The Administrative Agent will promptly notify the applicable Lenders of any such notice of termination or reduction of the Aggregate Revolving Credit Commitments. A notice of termination Subject to clause (iv) of the Aggregate Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, and such notice may be revoked by the Borrower (by notice proviso to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied; provided, howeverfirst sentence of this Section, the Borrower shall be responsible for all reasonable out-of-pocket costs and expenses of the Administrative Agent and the Lenders caused by the revocation of such notice of termination in accordance with Sections 3.05 or 10.04. The amount of any such Aggregate Revolving Credit Commitment reduction shall not be applied to the Alternative Currency Sublimit, the Bid Loan Letter of Credit Sublimit or the Letter of Credit Swing Line Sublimit unless otherwise specified by the BorrowerCompany. Any reduction of the Aggregate Revolving Credit Commitments shall be applied to the Revolving Credit Commitment of each applicable Lender according to its Applicable PercentagePercentage with respect to such Commitments. All fees accrued until the effective date of any termination of the Aggregate Revolving Credit Commitments shall be paid on the effective date of such termination. A notice of termination delivered by the Company may state that such notice is conditioned on the effectiveness of other credit facilities or the occurrence of any other event which provides for the repayment in full of the Loans, in which case such notice may be revoked by the Company (by notice to Administrative Agent at least one Business Day prior to the specified effective date) if such condition is not satisfied.

Termination or Reduction of Commitments. (a) The Borrower Company may, upon notice to the Administrative Agent, terminate the Aggregate Revolving Commitments, or from time to time permanently reduce the Aggregate Revolving Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrower Company shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to CHAR1\1847295v5 any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments, and (iv) if, after giving effect to any reduction of the Aggregate Revolving Commitments, the Alternative Currency Sublimit, the Bid Loan Sublimit or Canadian Dollar Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Commitments, such Sublimit sublimit shall be automatically reduced by the amount of any such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Revolving Commitments. A notice of termination Subject to clause (iv) of the Aggregate Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, and such notice may be revoked by the Borrower (by notice proviso to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied; provided, howeverfirst sentence in this Section 2.07(a), the Borrower shall be responsible for all reasonable out-of-pocket costs and expenses of the Administrative Agent and the Lenders caused by the revocation of such notice of termination in accordance with Sections 3.05 or 10.04. The amount of any such Aggregate Revolving Commitment reduction shall not be applied to the Alternative Currency Sublimit, the Bid Loan Sublimit or Canadian Dollar Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit unless otherwise specified by the BorrowerCompany. Any reduction of the Aggregate Revolving Commitments shall be applied to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Revolving Commitments shall be paid on the effective date of such termination. (b) The Company may, upon irrevocable notice to the Administrative Agent (such notice, a “Revolving Commitment Reserve Notice”), request that a portion of the Aggregate Revolving Commitments be reserved on a dollar-for-dollar basis in an amount equal to the Outstanding Amount of the Term B Loan on the date of such notice; 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 effective date of such reservation, (ii) during the period from the date that is five (5) Business Days after the date of delivery to the Administrative Agent of the Revolving Commitment Reserve Notice through the date on which the then Outstanding Amount of the Term B Loan has been paid in full (such period, the “Revolving Commitment Reserve Period”), the portion of the Aggregate Revolving Commitments so reserved pursuant to this Section 2.07(b) shall be equal at all times to the Outstanding Amount of the Term B Loan (and, for the avoidance of doubt, the amount so reserved shall be automatically reduced by any repayment or prepayment of the Term B Loan on a dollar-for-dollar basis by an amount equal to such repayment or prepayment, as applicable, and the Aggregate Revolving Commitments not reserved pursuant to this Section 2.07(b) shall be automatically increased on a dollar-for-dollar basis by the amount of such reduction to the amount so reserved), (iii) notwithstanding anything to the contrary contained in this Agreement, during the Revolving Commitment Reserve Period the portion of the Aggregate Revolving Commitments so reserved pursuant to this Section 2.07(b) shall not be available to the Borrowers for any Credit Extensions except to repay or prepay, in whole or in part, the Term B Loan, (iv) during the Revolving Commitment Reserve Period, the Total Revolving Outstandings shall not exceed, on any date of determination, the difference of (A) the Aggregate Revolving Commitments then in effect minus (B) the Outstanding Amount of the Term B Loan on such date, and (v) during the Revolving Commitment Reserve Period, none of the Alternative Currency Sublimit, the Canadian Dollar Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit shall exceed, on any date of determination, the difference of (A) the Aggregate Revolving Commitments then in effect minus (B) the Outstanding Amount of the Term B Loan on such date (it being understood and agreed that in the event of any such excess, the Alternative Currency Sublimit, Canadian Dollar Sublimit, the Letter of Credit Sublimit and/or the Swing Line Sublimit shall be automatically reduced by the amount of such excess on a temporary basis until the elimination of such excess). For the avoidance of doubt, immediately upon the payment in full of the then Outstanding Amount of the Term B Loan and at all times following the end of the Revolving Commitment Reserve Period, all Aggregate Revolving Commitments reserved pursuant to this Section 2.07(b) shall immediately and automatically cease to be reserved pursuant hereto and shall be and remain available under and in accordance with (and subject to the other terms and conditions of) this Agreement. The Administrative Agent will promptly notify the Lenders of its receipt of any Revolving Commitment Reserve Notice and of the payment in full of the then Outstanding Amount of the Term B Loan ending the Revolving Commitment Reserve Period. CHAR1\1847295v5

Termination or Reduction of Commitments. (a) The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three 12:00 p.m. five Business Days prior to the date of termination or reductionreduction or such lesser amount of time as the Administrative Agent may agree, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) such notice of termination may state that termination is conditioned upon the effectiveness of other credit facilities or one or more other events specified therein, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied, (iv) the Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments, and (ivv) if, after giving effect to any reduction of the Aggregate Commitments, the Alternative Currency Sublimit, the Bid Loan Letter of Credit Sublimit or the Letter of Credit Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Sublimit shall be automatically reduced by the amount of any such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. A notice of termination of the Aggregate Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, and such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied; provided, however, the Borrower shall be responsible for all reasonable out-of-pocket costs and expenses of the Administrative Agent and the Lenders caused by the revocation of such notice of termination in accordance with Sections 3.05 or 10.04. The amount of any such Aggregate Commitment reduction shall not be applied to the Alternative Currency Sublimit, the Bid Loan Sublimit or the Letter of Credit Sublimit unless otherwise specified by the Borrower. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination. (b) If at any time the Borrower is required to make a mandatory prepayment under Section 2.05(f) or 2.05(g), the Aggregate Commitments shall be automatically and permanently reduced on the date of such required prepayment under Section 2.05(f) or 2.05(g) by an amount equal to the amount of such prepayment. The Administrative Agent will promptly notify the Lenders of any such termination or reduction of the Aggregate Commitments and any reduction of the Aggregate Commitments under this clause (b) shall be applied to the Commitment of each Lender according to its Applicable Percentage.

Termination or Reduction of Commitments. (a) The Borrower mayshall have the right, upon notice delivered to the Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall be received by the Administrative Agent not no later than 11:00 a.m. 1:00 P.M., New York City time, at least three Business Days prior to the proposed date of termination or reduction, (ii) to terminate the Revolving Commitments or, from time to time, to reduce the amount of the Revolving Commitments of any Class; provided that no such termination or reduction shall be permitted if, after giving effect thereto and to any prepayments of the Revolving Loans or Swingline Loans made on the effective date thereof, the Revolving Extensions of Credit under such Class of Revolving Commitments of any Revolving Lender would exceed such Revolving Lender’s Revolving Commitment of such Class. Any such partial reduction shall be in an aggregate amount of equal to $5,000,000 10,000,000, or any a whole multiple of $1,000,000 in excess thereof, (iii) shall reduce permanently the Revolving Commitments then in effect and shall be applied to reduce the Revolving Commitments of any Class as the Borrower shall not terminate or reduce may designate, but in any event, in the Aggregate case of Revolving Commitments ifwith the same Revolving Termination Date, after giving effect thereto and to any concurrent prepayments hereunder, on a pro rata basis among such Revolving Commitments based on the Total Outstandings would exceed the Aggregate Commitments, and (iv) if, after giving effect to any reduction of the Aggregate Commitments, the Alternative Currency Sublimit, the Bid Loan Sublimit or the Letter of Credit Sublimit exceeds the respective amount of the Aggregate Commitments, such Sublimit shall be automatically reduced by the amount Revolving Commitments of any such excesseach Revolving Lender. The Administrative Agent will promptly notify the Lenders of any such Each notice of termination or reduction of the Aggregate Commitments. A notice of termination of the Aggregate Commitments delivered by the Borrower pursuant to this Section shall be irrevocable, provided that such notice may state that such notice it is conditioned upon the effectiveness of other credit facilitiesfacilities (including under this Agreement) or incurrence of other Indebtedness, and the consummation of a particular Disposition, the occurrence of a change of control or other event), in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied; provided, however, the Borrower shall be responsible for all reasonable out-of-pocket costs and expenses of the Administrative Agent and the Lenders caused by the revocation of such notice of termination in accordance with Sections 3.05 or 10.04. . (b) The amount of any such Aggregate Commitment reduction shall not be applied to the Alternative Currency Sublimit, the Bid Loan Sublimit or the Letter of Credit Sublimit unless otherwise specified by the Borrower. Any reduction of the Aggregate Commitments shall be applied to the Term A-4 Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid will terminate on the effective date Amendment No. 1 Effective Date immediately upon the funding of such terminationLender’s Term A-4 Loan thereunder. (c) The Term B-1 Commitment of each Lender will terminate on the Amendment No. 1 Effective Date immediately upon the funding of such Lender’s Term B-1 Loan thereunder. (d) The Term B-2 Commitment of each Lender will terminate on the Amendment No. 1 Effective Date immediately upon the funding of such Lender’s Term B-2 Loan thereunder.

Termination or Reduction of Commitments. The Borrower Company may, upon notice to the Administrative AgentAgent (which notice may state that such notice is conditioned upon the consummation of a transaction which is contemplated to result in termination or reduction of the Aggregate Commitments, in which case such notice may be revoked by the Company (by notice to the Administrative Agent on or prior to the specified termination or reduction date) if such condition is not satisfied), terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided provided, that (ia) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three (3) Business Days prior to the date of termination or reduction, (iib) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iiic) the Borrower Company shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings Outstanding Amount of Committed Loans, Bid Loans, Swing Line Loans and L/C Obligations would exceed the Aggregate Commitments, Commitments and (ivd) if, after giving effect to any reduction of the Aggregate Commitments, the Alternative Currency Sublimit, the Bid Loan Sublimit or Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Sublimit shall be automatically reduced by the amount of any such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. A notice of termination of the Aggregate Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, and such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied; provided, however, the Borrower shall be responsible for all reasonable out-of-pocket costs and expenses of the Administrative Agent and the Lenders caused by the revocation of such notice of termination in accordance with Sections 3.05 or 10.04. The amount of any such Aggregate Commitment reduction shall not be applied to the U.S. Dollar Sublimit, Alternative Currency Sublimit, the Bid Loan any other Applicable Sublimit or and each of the Letter of Credit Sublimit unless otherwise Sublimits as specified by the BorrowerCompany. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Committed Loan Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) The Borrower mayshall have the right, upon notice delivered to the Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall be received by the Administrative Agent not no later than 11:00 a.m. 1:00 P.M., New York City time, at least three Business Days prior to the proposed date of termination or reduction, (ii) to terminate the Revolving Commitments or, from time to time, to reduce the amount of the Revolving Commitments; provided that no such termination or reduction shall be permitted if, after giving effect thereto and to any prepayments of the Revolving Loans or Swingline Loans made on the effective date thereof, the Revolving Extensions of Credit of any Revolving Lender would exceed such partial Revolving Lender’s Revolving Commitment. Any such reduction shall be in an aggregate amount of equal to $5,000,000 10,000,000, or any a whole multiple of $1,000,000 in excess thereof, (iii) shall reduce permanently the Revolving Commitments then in effect and shall be applied to reduce the Revolving Commitments of the Revolving Lenders as the Borrower shall not terminate or reduce may designate, but in any event, in the Aggregate case of Revolving Commitments ifwith the same Revolving Termination Date, after giving effect thereto and to any concurrent prepayments hereunder, on a pro rata basis among such Revolving Commitments based on the Total Outstandings would exceed the Aggregate Commitments, and (iv) if, after giving effect to any reduction of the Aggregate Commitments, the Alternative Currency Sublimit, the Bid Loan Sublimit or the Letter of Credit Sublimit exceeds the respective amount of the Aggregate Commitments, such Sublimit shall be automatically reduced by the amount Revolving Commitments of any such excesseach Revolving Lender. The Administrative Agent will promptly notify the Lenders of any such Each notice of termination or reduction of the Aggregate Commitments. A notice of termination of the Aggregate Commitments delivered by the Borrower pursuant to this Section shall be irrevocable, provided that such notice may state that such notice it is conditioned upon the effectiveness of other credit facilities, and the consummation of a particular Disposition or the occurrence of a change of control, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied; provided, however. (b) On the Restatement Effective Date, the Borrower shall be responsible for all reasonable outNon-of-pocket costs and expenses of the Administrative Agent and the Lenders caused by the revocation of such notice of termination in accordance with Sections 3.05 or 10.04. The amount of any such Aggregate Commitment reduction shall not be applied to the Alternative Currency Sublimit, the Bid Loan Sublimit or the Letter of Credit Sublimit unless otherwise specified by the Borrower. Any reduction of the Aggregate Commitments shall be applied to the Revolving Commitment of each applicable Lender according shall be automatically reduced to its Applicable Percentagethe extent necessary so that such Lender’s Non-Revolving Commitment is equal to the aggregate principal amount of such Lender’s outstanding Non-Revolving Loans. All fees accrued until the effective date In connection with any prepayment or repayment of Non-Revolving Loans of any termination of Lender following the Aggregate Commitments shall be paid on Restatement Effective Date, the effective date Non-Revolving Commitment of such terminationLender shall automatically be reduced concurrently with such repayment or prepayment by an amount equal to the principal amount of its Non-Revolving Loans so repaid or prepaid on such date.

Termination or Reduction of Commitments. The Borrower Company may, upon notice to the Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrower Company shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments, and (iv) if, after giving effect to any reduction of the Aggregate Commitments, the Alternative Currency Sublimit, the Bid Loan Letter of Credit Sublimit or the Letter of Credit Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Sublimit shall be automatically reduced by the amount of any such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. A notice of termination of the Aggregate Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, and such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied; provided, however, the Borrower shall be responsible for all reasonable out-of-pocket costs and expenses of the Administrative Agent and the Lenders caused by the revocation of such notice of termination in accordance with Sections 3.05 or 10.04. The amount of any such Aggregate Commitment reduction shall not be applied to the Alternative Currency Sublimit, the Bid Loan Sublimit or the Letter of Credit Sublimit unless otherwise specified by the BorrowerCompany. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination. A notice of termination of the Aggregate Commitments may state that such notice is conditioned upon the effectiveness of other credit facilities, and if any notice so states, it may be revoked by the Company by notice to the Administrative Agent on or prior to the date specified for the termination of the Aggregate Commitments that the refinancing condition has not been met and the termination notice is to be revoked; provided that the Borrowers will continue to be responsible for any costs or expenses pursuant to Section 3.05 in connection with the failure to prepay Loans resulting from such revocation.

Termination or Reduction of Commitments. (a) The Borrower mayLoan Party Representative may on behalf of the Borrowers, upon notice to the Senior Administrative Agent, terminate the Aggregate Revolving Commitments, or from time to time permanently reduce the Aggregate Revolving Commitments; provided that (i) any such notice shall be received by the Senior Administrative Agent not later than 11:00 a.m. three Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrower Loan Party Representative on behalf of the Borrowers shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments, and (iv) if, after giving effect to any reduction of the Aggregate Revolving Commitments, the Alternative Currency Sublimit, the Bid Loan Sublimit or the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Commitments, such Sublimit shall be automatically reduced by the amount of any such excess. The Senior Administrative Agent will promptly notify the Revolving Lenders of any such notice of termination or reduction of the Aggregate Revolving Commitments. A notice of termination of the Aggregate Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, and such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied; provided, however, the Borrower shall be responsible for all reasonable out-of-pocket costs and expenses of the Administrative Agent and the Lenders caused by the revocation of such notice of termination in accordance with Sections 3.05 or 10.04. The amount of any such Aggregate Commitment reduction shall not be applied to the Alternative Currency Sublimit, the Bid Loan Sublimit or the Letter of Credit Sublimit unless otherwise specified by the Borrower. Any reduction of the Aggregate Revolving Commitments shall be applied to the Commitment of each Revolving Lender according to its Applicable Percentage. All commitment fees accrued until the effective date of any termination of the Aggregate Revolving Commitments shall be paid on the effective date of such termination. (b) On any date that any Revolving Loans are required to be prepaid, Swing Line Loans are required to be prepaid, and/or the L/C Obligations are required to be paid or Cash Collateralized as a result of a prepayment required by Section 2.05(b) (or would be so required if any Revolving Loans, Swing Line Loans or L/C Obligations were outstanding), the Revolving Commitments shall, except as otherwise provided in Section 2.05(c)(iii), be automatically and permanently reduced by the total amount of such required prepayments and Cash Collateral; provided that, regardless of whether any Revolving Loans, Swing Line Loans or L/C Obligations are outstanding, the Revolving Commitments shall be automatically and permanently reduced in the amounts and under the conditions and times specified in Section 2.05(c)(ii). The Senior Administrative Agent will promptly notify the Revolving Lenders of any such reduction of the Revolving Commitments. Any reduction of the Revolving Commitments shall be applied to the Revolving Commitment of each Revolving Lender according to its Applicable Percentage. The Revolving Commitments shall terminate on the Maturity Date. (c) The Commitments to make Tranche B Term Loans shall be automatically and permanently reduced to $0 on the Closing Date after giving effect to the Tranche B Term Borrowings on the Closing Date. (d) The Commitments to make Tranche C Term Loans shall be automatically and permanently reduced to $0 on the Closing Date after giving effect to the Tranche C Term Borrowings on the Closing Date. (e) The Commitments to make Tranche D Term Loans shall be automatically and permanently reduced to $0 on the Closing Date after giving effect to the Tranche D Term Borrowings on the Closing Date.

Termination or Reduction of Commitments. The Borrower Company may, upon notice to the Administrative AgentAgent (which notice may state that such notice is conditioned upon the consummation of a transaction which is contemplated to result in termination or reduction of the Aggregate Commitments, in which case such notice may be revoked by the Company (by notice to the Administrative Agent on or prior to the specified termination or reduction date) if such condition is not satisfied), terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three (3) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrower Company shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings Outstanding Amount of Committed Loans, Bid Loans, Swing Line Loans and L/C Obligations would exceed the Aggregate Commitments, and (iv) if, after giving effect to any reduction of the Aggregate Commitments, the Alternative Currency Sublimit, the Bid Loan Sublimit or Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Sublimit shall be automatically reduced by the amount of any such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. A notice of termination of the Aggregate Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, and such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied; provided, however, the Borrower shall be responsible for all reasonable out-of-pocket costs and expenses of the Administrative Agent and the Lenders caused by the revocation of such notice of termination in accordance with Sections 3.05 or 10.04. The amount of any such Aggregate Commitment reduction shall not be applied to the U.S. Dollar Sublimit, Alternative Currency Sublimit, the Bid Loan any other Applicable Sublimit or and each of the Letter of Credit Sublimit unless otherwise Sublimits as specified by the BorrowerCompany. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Committed Loan Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) The Borrower mayshall have the right, upon notice delivered to the Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall be received by the Administrative Agent not no later than 11:00 a.m. 1:00 P.M., New York City time, at least three Business Days prior to the proposed date of termination or reduction, (ii) to terminate the Revolving Commitments or, from time to time, to reduce the amount of the Revolving Commitments of any Class; provided that no such termination or reduction shall be permitted if, after giving effect thereto and to any prepayments of the Revolving Loans or Swingline Loans made on the effective date thereof, the Revolving Extensions of Credit under such Class of Revolving Commitments of any Revolving Lender would exceed such Revolving Lender’s Revolving Commitment of such Class. Any such partial reduction shall be in an aggregate amount of equal to $5,000,000 10,000,000, or any a whole multiple of $1,000,000 in excess thereof, (iii) shall reduce permanently the Revolving Commitments then in effect and shall be applied to reduce the Revolving Commitments of any Class as the Borrower shall not terminate or reduce may designate, but in any event, in the Aggregate case of Revolving Commitments ifwith the same Revolving Termination Date, after giving effect thereto and to any concurrent prepayments hereunder, on a pro rata basis among such Revolving Commitments based on the Total Outstandings would exceed the Aggregate Commitments, and (iv) if, after giving effect to any reduction of the Aggregate Commitments, the Alternative Currency Sublimit, the Bid Loan Sublimit or the Letter of Credit Sublimit exceeds the respective amount of the Aggregate Commitments, such Sublimit shall be automatically reduced by the amount Revolving Commitments of any such excesseach Revolving Lender. The Administrative Agent will promptly notify the Lenders of any such Each notice of termination or reduction of the Aggregate Commitments. A notice of termination of the Aggregate Commitments delivered by the Borrower pursuant to this Section shall be irrevocable, provided that such notice may state that such notice it is conditioned upon the effectiveness of other credit facilitiesfacilities (including under this Agreement) or incurrence of other Indebtedness, and the consummation of a particular Disposition, the occurrence of a change of control or other event), in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied; provided, however, the Borrower shall be responsible for all reasonable out-of-pocket costs and expenses of the Administrative Agent and the Lenders caused by the revocation of such notice of termination in accordance with Sections 3.05 or 10.04. . (b) The amount of any such Aggregate Commitment reduction shall not be applied to the Alternative Currency Sublimit, the Bid Loan Sublimit or the Letter of Credit Sublimit unless otherwise specified by the Borrower. Any reduction of the Aggregate Commitments shall be applied to the Term A-4 Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid will terminate on the effective date Amendment No. 1 Effective Date immediately upon the funding of such terminationLender’s Term A-4 Loan thereunder. (c) The Term B-1 Additional Commitment of each Lender will terminate on the Amendment No. 1 Effective Date immediately upon the funding of such Lender’s Term B-1 Loan thereunder. (dc) The Term B-2 Additional Commitment of each Lender will terminate on the Amendment No. 1 Effective Date immediately upon the funding of such Lender’s Term B-2 Loan thereunder. (d) The Term A-5 Additional Commitment of each Lender will terminate on the Amendment No. 2 Effective Date immediately upon the funding of such Lender’s Term A-5 Loan thereunder. (e) The Term A-6 Commitment of each Lender will terminate on the Amendment No. 2 Effective Date immediately upon the funding of such Lender’s Term A-6 Loan thereunder. - 60-

Termination or Reduction of Commitments. (a) The Borrower Company may, upon notice to the Administrative Agent, terminate the Aggregate Ag-gregate Revolving Commitments, or from time to time permanently reduce the Aggregate Re-volving Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. 1:00 p.m. three (3) Business Days prior to the date of termination or reductionreduc-tion, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrower Company shall not terminate or reduce the Aggregate Ag-gregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments prepay-ments hereunder, the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments, and (iv) if, after giving effect to any reduction of the Aggregate CommitmentsRevolving Com-mitments, the Alternative Currency Sublimit, the Bid Loan Sublimit or the Letter of Credit Sublimit or the Swing Line Sub- limit exceeds the amount of the Aggregate Revolving Commitments, such Sublimit sublimit shall be automatically auto-matically reduced by the amount of any such excess; provided further that any notice to reduce or ter-minate the Aggregate Revolving Commitments may be contingent upon the consummation of the refinancing of this Agreement or other transaction, and may be revoked if such refinancing or transaction is not consummated, and if so revoked, the Aggregate Revolving Commitments shall not be so reduced or terminated as requested in such notice. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Re-volving Commitments. A notice of termination Subject to clause (iv) of the Aggregate Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, and such notice may be revoked by the Borrower (by notice proviso to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied; provided, howeverfirst sentence in this Section 2.07(a), the Borrower shall be responsible for all reasonable out-of-pocket costs and expenses of the Administrative Agent and the Lenders caused by the revocation of such notice of termination in accordance with Sections 3.05 or 10.04. The amount of any such Aggregate Revolving Commitment reduction shall not be applied ap-plied to the Alternative Currency Sublimit, the Bid Loan Letter of Credit Sublimit or the Letter of Credit Swing Line Sublimit unless otherwise specified by the BorrowerCompany. Any reduction of the Aggregate Commitments Revolving Com-mitments shall be applied to the Commitment of each Lender according to its Applicable PercentagePer-centage. All fees accrued until the effective date of any termination of the Aggregate Revolving Commitments shall be paid on the effective date of such termination. (b) The Company may, upon notice to the Administrative Agent, terminate the un-drawn Term A Loan Commitments, or from time to time permanently reduce such Term A Loan Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. three (3) Business Days prior to the date of termination or reduction and

Termination or Reduction of Commitments. The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate CommitmentsCommitments of Revolving Lenders, or from time to time permanently reduce the Aggregate CommitmentsCommitments of Revolving Lenders; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three 12:00 noon, New York City time, five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereofthereof or, in each case, if less, the entire principal amount thereof then outstanding, and (iii) the Borrower shall not terminate or reduce the Aggregate Commitments of Revolving Lenders if, after giving effect thereto and to any concurrent prepayments hereunder, the Dollar Amount of the Total Outstandings would exceed the Aggregate Commitments, and (iv) if, after giving effect to any reduction Commitments of the Aggregate Commitments, the Alternative Currency Sublimit, the Bid Loan Sublimit or the Letter of Credit Sublimit exceeds the amount of the Aggregate Commitments, such Sublimit shall be automatically reduced by the amount of any such excessRevolving Lenders. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate CommitmentsCommitments of Revolving Lenders. A notice Any reduction of the Aggregate Commitments of Revolving Lenders shall be applied to the Commitment of each Lender according to its Applicable Percentage. All interest and fees accrued until the effective date of any termination of the Aggregate Commitments of Revolving Lenders shall be paid on the effective date of such termination. Each reduction of the Aggregate Commitments of Revolving Lenders shall be made ratably among the Classes in accordance with the percentage which the aggregate amount of Commitments of each Class then constitutes of the Aggregate Commitments of Revolving Lenders then in effect and modified by the Administrative Agent to account for rounding adjustments. Each reduction of the Aggregate Commitments of Revolving Lenders of any Class shall be made ratably among the Lenders within such Class in accordance with their respective Commitments in respect of such Class. For the avoidance of doubt, a notice of termination or reduction of the Aggregate Commitments of Revolving Lenders delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilitiestransactions, and 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; provided, however, the Borrower shall be responsible for all reasonable out-of-pocket costs and expenses of the Administrative Agent and the Lenders caused by the revocation of such notice of termination in accordance with Sections 3.05 or 10.04. The amount of any such Aggregate Commitment reduction shall not be applied to the Alternative Currency Sublimit, the Bid Loan Sublimit or the Letter of Credit Sublimit unless otherwise specified by the Borrower. Any reduction of the Aggregate Term Commitments shall be applied to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid will terminate on the effective date of such terminationClosing Date.

Termination or Reduction of Commitments. The Borrower Company may, upon notice to the Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrower Company shall not terminate or reduce (A) the Aggregate Commitments 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 Aggregate CommitmentsU.S. Revolving Credit Facility or (B) the Global Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Global Revolving Credit Outstandings would exceed the Global Revolving Credit Facility, and (iv) if, after giving effect to any reduction of the Aggregate Commitments, the Alternative Currency Letter of Credit Sublimit, the Bid Loan Designated Borrower Sublimit or the Letter of Credit Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Sublimit shall be automatically reduced by the amount of any such excess; 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 Borrower if such condition is not satisfied. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. A notice of termination of the Aggregate Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, and such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied; provided, however, the Borrower shall be responsible for all reasonable out-of-pocket costs and expenses of the Administrative Agent and the Lenders caused by the revocation of such notice of termination in accordance with Sections 3.05 or 10.04. The amount of any such Aggregate Commitment reduction shall not be applied to the Alternative Currency Sublimit, the Bid Loan Sublimit or the Letter of Credit Sublimit unless otherwise specified by the BorrowerCompany. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination.

Termination or Reduction of Commitments. (a) The Borrower mayshall have the right, upon not less than three (3) Business Days’ notice to the Administrative Agent, to terminate the Aggregate CommitmentsCommitments or, or from time to time permanently time, to reduce the Aggregate amount of the Commitments; provided that (i) any no such notice termination or reduction of Commitments shall be received by the Administrative Agent not later than 11:00 a.m. three Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrower shall not terminate or reduce the Aggregate Commitments permitted if, after giving effect thereto and to any concurrent prepayments of the Loans made on the effective date thereof, the Total Loans would exceed the Total Commitments. Any such reduction shall be in an amount equal to $1,000,000 or a whole multiple thereof, and shall reduce permanently the Commitments then in effect. (b) Following the prepayment of all Loans made by a Defaulting Lender in accordance with Section 2.5(d) and any fees due and payable to such Defaulting Lender hereunder, the Total Outstandings would exceed Borrower shall have the Aggregate Commitmentsright, and (iv) if, after giving effect to any reduction of the Aggregate Commitments, the Alternative Currency Sublimit, the Bid Loan Sublimit or the Letter of Credit Sublimit exceeds the amount of the Aggregate Commitments, such Sublimit shall be automatically reduced by the amount of any such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. A notice of termination of the Aggregate Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, and such notice may be revoked by the Borrower (by providing prior written notice to the Administrative Agent on Agent, to terminate the Commitment of any Defaulting Lender and any such termination shall reduce the Total Commitments then in effect. Following any such termination, Schedule 1.1 shall, without further action, be deemed to have been amended appropriately to reflect the termination of the Defaulting Lender’s Commitment and the reduction of the Total Commitments. Within sixty (60) days of any such termination, the Borrower may request in accordance with and subject to the terms and conditions of Section 2.1(b), one or more Lenders to increase the amount of its Commitment or arrange for one or more Other Lenders to become parties to and Lenders under this Agreement in order to increase the Total Commitments to an amount not to exceed the Total Commitments immediately prior to the specified effective date) if such condition is not satisfied; provided, however, the Borrower shall be responsible for all reasonable out-of-pocket costs and expenses termination of the Administrative Agent and the Lenders caused by the revocation of such notice of termination in accordance with Sections 3.05 or 10.04. The amount Commitment of any such Aggregate Commitment reduction shall not be applied to the Alternative Currency Sublimit, the Bid Loan Sublimit or the Letter of Credit Sublimit unless otherwise specified by the Borrower. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such terminationDefaulting Lender.

Termination or Reduction of Commitments. (a) The Borrower Company may, upon notice to the Administrative Agent, terminate the Aggregate Ag-gregate Revolving Commitments, or from time to time permanently reduce the Aggregate Re-volving Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. 1:00 p.m. three (3) Business Days prior to the date of termination or reductionreduc-tion, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrower Company shall not terminate or reduce the Aggregate Ag-gregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments prepay-ments hereunder, the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments, and (iv) if, after giving effect to any reduction of the Aggregate CommitmentsRevolving Com-mitments, the Alternative Currency Sublimit, the Bid Loan Sublimit or the Letter of Credit Sublimit or the Swing Line Sub-limit exceeds the amount of the Aggregate Revolving Commitments, such Sublimit sublimit shall be automatically auto-matically reduced by the amount of any such excess; provided further that any notice to reduce or ter-minate the Aggregate Revolving Commitments may be contingent upon the consummation of the refinancing of this Agreement or other transaction, and may be revoked if such refinancing or transaction is not consummated, and if so revoked, the Aggregate Revolving Commitments shall not be so reduced or terminated as requested in such notice. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Re-volving Commitments. A notice of termination Subject to clause (iv) of the Aggregate Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, and such notice may be revoked by the Borrower (by notice proviso to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied; provided, howeverfirst sentence in this Section 2.07(a), the Borrower shall be responsible for all reasonable out-of-pocket costs and expenses of the Administrative Agent and the Lenders caused by the revocation of such notice of termination in accordance with Sections 3.05 or 10.04. The amount of any such Aggregate Revolving Commitment reduction shall not be applied ap-plied to the Alternative Currency Sublimit, the Bid Loan Letter of Credit Sublimit or the Letter of Credit Swing Line Sublimit unless otherwise specified by the BorrowerCompany. Any reduction of the Aggregate Commitments Revolving Com-mitments shall be applied to the Commitment of each Lender according to its Applicable PercentagePer-centage. All fees accrued until the effective date of any termination of the Aggregate Revolving Commitments shall be paid on the effective date of such termination. (b) The Company may, upon notice to the Administrative Agent, terminate the un-drawn Term A Loan Commitments, or from time to time permanently reduce such Term A Loan Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 1:00 p.m. three (3) Business Days prior to the date of termination or reduction and

Termination or Reduction of Commitments. (a) The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Revolving Commitments, or from time to time permanently reduce the Aggregate Revolving Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m. three five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrower shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments, and (iv) if, after giving effect to any reduction of the Aggregate Revolving Commitments, the Alternative Currency Sublimit, the Bid Loan Letter of Credit Sublimit or the Letter of Credit Swing Line Sublimit exceeds the amount of the Aggregate Revolving Commitments, such Sublimit sublimit shall be automatically reduced by the amount of any such excess. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Revolving Commitments. A notice of termination Subject to clause (iv) of the Aggregate Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, and such notice may be revoked by the Borrower (by notice proviso to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied; provided, howeverfirst sentence in this Section 2.07, the Borrower shall be responsible for all reasonable out-of-pocket costs and expenses of the Administrative Agent and the Lenders caused by the revocation of such notice of termination in accordance with Sections 3.05 or 10.04. The amount of any such Aggregate Revolving Commitment reduction shall not be applied to the Alternative Currency Sublimit, the Bid Loan Letter of Credit Sublimit or the Letter of Credit Swing Line Sublimit unless otherwise specified by the Borrower. Any reduction of the Aggregate Revolving Commitments shall be applied to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Revolving Commitments shall be paid on the effective date of such termination. (b) The aggregate Term A Loan Commitments hereunder may be permanently reduced in whole or in part from and after the Effective Date until the Closing Date by notice from the Borrower to the Administrative Agent; provided that any such notice thereof must be received by 11:00 a.m. at least five Business Days prior to the date of reduction or termination and any such reduction or termination shall be in a minimum principal amount of $5,000,000 and integral multiples of $1,000,000 in excess thereof. The Administrative Agent will give prompt notice to the applicable Term A Lenders of any such reduction in or termination of the aggregate Term A Loan Commitments. (c) The Revolving Commitments shall, if the Closing Date has not occurred on or prior to such date, be automatically and permanently reduced to zero on the Commitment Termination Date (d) The aggregate Term A Loan Commitments shall be automatically permanently reduced to zero on the earliest of (x) the date of the Borrowing of Term A Loans and (y) if the Closing Date has not occurred on or prior to such date, the Commitment Termination Date. (e) The aggregate Delayed Draw Term A Loan Commitments shall be automatically permanently reduced to zero on the Delayed Draw Term A Loan Termination Date. (f) The aggregate Term B Loan Commitments shall be automatically permanently reduced to zero on the earliest of (x) the date of the Borrowing of Term B Loans and (y) if the Closing Date has not occurred on or prior such date, the Commitment Termination Date.

Termination or Reduction of Commitments. (a) The Borrower mayshall have the right, upon notice delivered to the Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall be received by the Administrative Agent not no later than 11:00 a.m. 1:00 P.M., New York City time, at least three Business Days prior to the proposed date of termination or reduction, (ii) to terminate the Revolving Commitments or, from time to time, to reduce the amount of the Revolving Commitments; provided that no such termination or reduction shall be permitted if, after giving effect thereto and to any prepayments of the Revolving Loans or Swingline Loans made on the effective date thereof, the Revolving Extensions of Credit of any Revolving Lender would exceed such partial Revolving Lender’s Revolving Commitment. Any such reduction shall be in an aggregate amount of equal to $5,000,000 10,000,000, or any a whole multiple of $1,000,000 in excess thereof, (iii) shall reduce permanently the Revolving Commitments then in effect and shall be applied to reduce the Revolving Commitments of the Revolving Lenders as the Borrower shall not terminate or reduce may designate, but in any event, in the Aggregate case of Revolving Commitments ifwith the same Revolving Termination Date, after giving effect thereto and to any concurrent prepayments hereunder, on a pro rata basis among such Revolving Commitments based on the Total Outstandings would exceed the Aggregate Commitments, and (iv) if, after giving effect to any reduction of the Aggregate Commitments, the Alternative Currency Sublimit, the Bid Loan Sublimit or the Letter of Credit Sublimit exceeds the respective amount of the Aggregate Commitments, such Sublimit shall be automatically reduced by the amount Revolving Commitments of any such excesseach Revolving Lender. The Administrative Agent will promptly notify the Lenders of any such Each notice of termination or reduction of the Aggregate Commitments. A notice of termination of the Aggregate Commitments delivered by the Borrower pursuant to this Section shall be irrevocable, provided that such notice may state that such notice it is conditioned upon the effectiveness of other credit facilitiesfacilities (including under this Agreement) or incurrence of other Indebtedness, and the consummation of a particular Disposition, the occurrence of a change of control or other event), in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied; provided, however, . (b) The Existing Revolving Commitments will terminate on the Borrower shall be responsible for all reasonable out-of-pocket costs and expenses of the Administrative Agent and the Lenders caused by the revocation of such notice of termination in accordance with Sections 3.05 or 10.04Restatement Effective Date. The amount of any such Aggregate Commitment reduction shall not be applied to the Alternative Currency Sublimit, the Bid Loan Sublimit or the Letter of Credit Sublimit unless otherwise specified by the Borrower. Any reduction of the Aggregate Commitments shall be applied to the Term A-2 Commitment of each Lender according to its Applicable Percentagewill terminate on the Restatement Effective Date immediately upon the funding of such Lender’s Term A-2 Loan thereunder. All fees accrued until The Additional Term B Commitment will terminate on the effective date of any termination Restatement Effective Date immediately upon the funding of the Aggregate Commitments shall be paid on the effective date of such terminationTerm B Loans thereunder.