Common use of Reduction of Commitments Clause in Contracts

Reduction of Commitments. (a) At any time the Borrower may, upon at least five Business Days’ prior written notice to the Administrative Agent, each Agent, the Account Bank and each Hedge Counterparty, reduce the Facility Amount to an amount not less than the Loans Outstanding, which reduction shall be applied, unless otherwise Consented to by the Administrative Agent and the Agents, to the Commitments of each Lender pro rata based on the Lender Percentage represented by such Commitment. Any such reduction of the Commitment of any Lender shall also reduce the related Mandatory Commitment of such Lender by the same amount. If any such written notice is delivered after 3:00 p.m., New York City time, five Business Days prior, such notice shall be deemed to be received prior to 3:00 p.m., New York City time, on the next succeeding Business Day. Each partial reduction shall be in a minimum aggregate amount of $5,000,000 or integral multiples of $1,000,000 in excess thereof. Any request for a reduction in the Facility Amount shall be irrevocable and the Borrower shall deliver no more than four such requests in any 12-month period. (b) In connection with any reduction of the Facility Amount, the Borrower shall remit to the Administrative Agent and the Agents, for payment to each Lender, (i) instructions regarding such reduction and (ii) cash in an amount sufficient to pay any Aggregate Unpaids with respect to such reduction, including any associated Breakage Costs; provided, that no such reduction shall be given effect unless the Borrower has complied with the terms of any Hedging Agreement requiring that one or more Hedge Transactions be terminated in whole or in part as a result of any such reduction in the Loans Outstanding and the Borrower has paid all Hedge Breakage Costs due to the relevant Hedge Counterparty for any such termination. Upon receipt of any such amounts, the Administrative Agent and Agents shall apply such amounts first to the pro rata reduction of the Loans Outstanding, second to the payment of the remaining Aggregate Unpaids with respect thereto, including any Breakage Costs, by paying such amounts to the Lenders pro rata, based on their respective Lender Percentages. (c) On the Commitment Termination Date for a Committed Lender, the Mandatory Commitment and the Commitment of such Committed Lender shall be automatically reduced to zero. On the Termination Date, the Mandatory Commitments and the Commitments of all Committed Lenders shall be automatically reduced to zero; provided, that if the Termination Date occurs solely due to the occurrence of an Early Amortization Event and all Lenders have consented to the waiver of such Early Amortization Event, then the Mandatory Commitments and the Commitments of all Committed Lenders shall remain at their levels immediately prior to the occurrence of such Early Amortization Event.

Reduction of Commitments. (a) At any time the Borrower may, upon Upon at least five Business Days’ (5) calendar days prior written notice to the Administrative Agent, each Agentthe Company shall have the right, the Account Bank and each Hedge Counterparty, reduce the Facility Amount to an amount not less than the Loans Outstanding, which reduction shall be applied, unless otherwise Consented to by the Administrative Agent and the Agentswithout premium or penalty, to terminate the Commitments of each Lender pro rata based on the Lender Percentage represented by such Commitment. Commitments, in whole or in part, provided that: (i) Any such reduction of termination shall apply to ratably and permanently reduce the Commitment of each Bank, (ii) no voluntary prepayment of Bid Rate Loans will be permitted, (iii) any Lender shall also reduce the related Mandatory Commitment of such Lender by the same amount. If any such written notice is delivered after 3:00 p.m., New York City time, five Business Days prior, such notice shall be deemed to be received prior to 3:00 p.m., New York City time, on the next succeeding Business Day. Each partial reduction termination shall be in a minimum an aggregate amount of at least $5,000,000 or 10,000,000 and integral multiples of $1,000,000 5,000,000 in excess thereof. Any request for , (iv) after a partial termination of Commitments, any Bank with Bid Rate Loans outstanding in excess of its reduced Commitment will be deemed to have made a Bid Rate Loan in excess of its Commitment as provided in Section 2.01, (v) to the extent a prepayment results from a whole or partial termination of the Commitments, the Company will pay all costs relating to prepayment of a LIBOR Loan as set forth in Section 2.11 and (vi) the Company shall comply with the provisions of Section 2.06(B); and (B) If after a partial termination of the Commitments, one or more Banks has outstanding Base Rate Loans and LIBOR Loans, in the aggregate, in excess of the such Bank's reduced Commitment then the Company shall reduce, by prepayment, the subject Base Rate Loans and LIBOR Loans to the amount of such Bank's Commitment on the effective date of any such partial termination; and (C) If after a partial termination of the Commitments, no Bank has outstanding Base Rate Loans and LIBOR Loans, in the aggregate, in excess of the Bank's reduced Commitment, then, unless otherwise required under Section 2.06(B), no prepayment shall be required by the Company in connection with such partial termination of the Commitments. (D) Upon a reduction in the Facility Amount shall be irrevocable and the Borrower shall deliver no more than four such requests in any 12-month period. (b) In connection with any reduction of the Facility AmountCommitments, the Borrower shall remit to facility fee, as described in Section 2.07, will be determined based on the Administrative Agent and the Agentsreduced Commitments and, for payment to each Lender, (i) instructions regarding such reduction and (ii) cash in an amount sufficient to pay any Aggregate Unpaids with respect to such reduction, including any associated Breakage Costs; provided, that no such reduction shall be given effect unless the Borrower has complied with the terms of any Hedging Agreement requiring that one or more Hedge Transactions be terminated in whole or in part as a result of any such reduction in the Loans Outstanding and the Borrower has paid all Hedge Breakage Costs due to the relevant Hedge Counterparty for any such termination. Upon receipt of any such amountsaccordingly, the Administrative Agent and Agents shall apply such amounts first to the pro rata reduction of the Loans Outstanding, second to the payment of the remaining Aggregate Unpaids with respect thereto, including any Breakage Costs, by paying such amounts to the Lenders pro rata, based on their respective Lender Percentagesfacility fee for each Bank will be reduced. (c) On the Commitment Termination Date for a Committed Lender, the Mandatory Commitment and the Commitment of such Committed Lender shall be automatically reduced to zero. On the Termination Date, the Mandatory Commitments and the Commitments of all Committed Lenders shall be automatically reduced to zero; provided, that if the Termination Date occurs solely due to the occurrence of an Early Amortization Event and all Lenders have consented to the waiver of such Early Amortization Event, then the Mandatory Commitments and the Commitments of all Committed Lenders shall remain at their levels immediately prior to the occurrence of such Early Amortization Event.

Reduction of Commitments. (a) At any time the Borrower may, upon at least five (5) Business Days’ prior written notice to the Administrative Agent, each Agent, the Account Bank and each Hedge Counterparty, reduce the Facility Amount to an amount not less than the Loans Outstanding, which reduction shall be applied, unless otherwise Consented to by the Administrative Agent and the AgentsAgent, to the Commitments of each Lender pro rata based on the Lender Percentage represented by such Commitment. Any such reduction of the Commitment of any Lender shall also reduce the related Mandatory Commitment of such Lender by the same amount. If any such written notice is delivered after 3:00 p.m., New York City time, five (5) Business Days prior, such notice shall be deemed to be received prior to 3:00 p.m., New York City time, on the next succeeding Business Day. Each partial reduction shall be in a minimum aggregate amount of $5,000,000 or integral multiples of $1,000,000 in excess thereof. Any request for a reduction in the Facility Amount shall be irrevocable and the Borrower shall deliver no more than four such requests in any 12-month period. (b) In connection with any reduction of the Facility Amount, the Borrower shall remit to the Administrative Agent and the AgentsAgent, for payment to each Lender, (i) instructions regarding such reduction and (ii) cash in an amount sufficient to pay any Aggregate Unpaids with respect to such reduction, including any associated Breakage Costs; provided, that no such reduction shall be given effect unless the Borrower has complied with the terms of any Hedging Agreement requiring that one or more Hedge Transactions be terminated in whole or in part as a result of any such reduction in the Loans Outstanding and the Borrower has paid all Hedge Breakage Costs due to the relevant Hedge Counterparty for any such termination. Upon receipt of any such amounts, the Administrative Agent and Agents shall apply such amounts first to the pro rata reduction of the Loans Outstanding, second to the payment of the remaining Aggregate Unpaids with respect thereto, including any Breakage Costs, by paying such amounts to the Lenders pro rata, based on their respective Lender Percentages. (c) On the Commitment Termination Date for a Committed Lender, the Mandatory Commitment and the Commitment of such Committed Lender shall be automatically reduced to zero. On the Termination Date, the Mandatory Commitments and the Commitments of all Committed Lenders shall be automatically reduced to zero; provided, that if the Termination Date occurs solely due to the occurrence of an Early Amortization Event and all Lenders have consented to the waiver of such Early Amortization Event, then the Mandatory Commitments and the Commitments of all Committed Lenders shall remain at their levels immediately prior to the occurrence of such Early Amortization Event.

Reduction of Commitments. The Revolver Commitments shall terminate on the Maturity Date or earlier termination thereof pursuant to the terms of this Agreement. Borrowers may reduce the Revolver Commitments, without premium or penalty, to an amount (awhich may be zero) At any time not less than the Borrower maysum of (A) the Revolver Usage as of such date, upon at least plus (B) the principal amount of all Revolving Loans not yet made as to which a request has been given by Borrowers under Section 2.3(a), plus (C) the amount of all Letters of Credit not yet issued as to which a request has been given by Borrowers pursuant to Section 2.11(a). Each such reduction shall be in an amount which is not less than $5,000,000 (unless the Revolver Commitments are being reduced to zero and the amount of the Revolver Commitments in effect immediately prior to such reduction are less than $5,000,000), shall be made by providing not less than five (5) Business Days’ Days prior written notice to the Administrative Agent, each Agentand shall be irrevocable; provided, that, in the Account Bank and each Hedge Counterpartyevent a notice of termination of the Revolver Commitments in full is delivered to Agent by the Borrowers which states that such notice is conditioned upon the consummation of other credit facilities or debt or equity issuances by a specified date (which specified date shall be no later than 20 days from the date of such notice), reduce such notice may be revoked by the Facility Amount Borrowers (by notice to the Agent on or prior to such specified date) if such condition is not satisfied. Unless the Revolver Commitments are being reduced to zero, in no event shall the Revolver Commitments be reduced pursuant to this Section 2.4(c) to an amount not less than $20,000,000. The Revolver Commitments, once reduced, may not be increased. Each such reduction of the Loans Outstanding, which reduction Revolver Commitments shall be applied, unless otherwise Consented to by reduce the Administrative Agent and the Agents, to the Revolver Commitments of each Lender pro rata based on the Lender Percentage represented by such Commitment. Any such reduction of the Commitment of any Lender shall also reduce the related Mandatory Commitment of such Lender by the same amount. If any such written notice is delivered after 3:00 p.m., New York City time, five Business Days prior, such notice shall be deemed to be received prior to 3:00 p.m., New York City time, on the next succeeding Business Day. Each partial reduction shall be proportionately in a minimum aggregate amount of $5,000,000 or integral multiples of $1,000,000 in excess accordance with its ratable share thereof. Any request for a reduction in the Facility Amount shall be irrevocable and the Borrower shall deliver no more than four such requests in any 12-month period. (b) In connection with any reduction of in the Facility Amount, the Borrower shall remit Revolver Commitments prior to the Administrative Maturity Date, if any Loan Party or any of its Subsidiaries owns any Margin Stock, Borrowers shall deliver to Agent an updated Form U-1 (with sufficient additional originals thereof for each Lender), duly executed and delivered by the Borrowers, together with such other documentation as Agent shall reasonably request, in order to enable Agent and the Agents, for payment Lenders to each Lender, (i) instructions regarding such reduction and (ii) cash in an amount sufficient to pay comply with any Aggregate Unpaids with respect to such reduction, including any associated Breakage Costs; provided, that no such reduction shall be given effect unless the Borrower has complied with the terms of any Hedging Agreement requiring that one or more Hedge Transactions be terminated in whole or in part as a result of any such reduction in the Loans Outstanding and the Borrower has paid all Hedge Breakage Costs due to the relevant Hedge Counterparty for any such termination. Upon receipt of any such amounts, the Administrative Agent and Agents shall apply such amounts first to the pro rata reduction of the Loans Outstandingrequirements under Regulations T, second to the payment U or X of the remaining Aggregate Unpaids with respect thereto, including any Breakage Costs, by paying such amounts to the Lenders pro rata, based on their respective Lender PercentagesFederal Reserve Board. (c) On the Commitment Termination Date for a Committed Lender, the Mandatory Commitment and the Commitment of such Committed Lender shall be automatically reduced to zero. On the Termination Date, the Mandatory Commitments and the Commitments of all Committed Lenders shall be automatically reduced to zero; provided, that if the Termination Date occurs solely due to the occurrence of an Early Amortization Event and all Lenders have consented to the waiver of such Early Amortization Event, then the Mandatory Commitments and the Commitments of all Committed Lenders shall remain at their levels immediately prior to the occurrence of such Early Amortization Event.

Reduction of Commitments. (a) At any time the Borrower may, upon at least five (5) Business Days’ prior written notice to the Administrative Agent, each Agent, the Account Bank and each Hedge Counterparty, reduce the Facility Amount to an amount not less than the Loans Outstanding, which reduction shall be applied, unless otherwise Consented to by the Administrative Agent and the AgentsAgent, to the Commitments of each Lender pro rata based on the Lender Percentage represented by such Commitment. Any such reduction of the Commitment of any Lender shall also reduce the related Mandatory Commitment of such Lender by the same amount. If any such written notice is delivered after 3:00 p.m., New York City Atlanta, Georgia time, five (5) Business Days prior, such notice shall be deemed to be received prior to 3:00 p.m., New York City time, on the next succeeding Business Day. Each partial reduction shall be in a minimum aggregate amount of $5,000,000 or integral multiples of $1,000,000 in excess thereof. Any request for a reduction in the Facility Amount shall be irrevocable and the Borrower shall deliver no more than four such requests in any 12-month period. (b) In connection with any reduction of the Facility Amount, the Borrower shall remit to the Administrative Agent and the AgentsAgent, for payment to each Lender, (i) instructions regarding such reduction and (ii) cash in an amount sufficient to pay any Aggregate Unpaids with respect to such reduction, including any associated Breakage Costs; provided, that no such reduction shall be given effect unless the Borrower has complied with the terms of any Hedging Agreement requiring that one or more Hedge Transactions be terminated in whole or in part as a result of any such reduction in the Loans Outstanding and the Borrower has paid all Hedge Breakage Costs due to the relevant Hedge Counterparty for any such termination. Upon receipt of any such amounts, the Administrative Agent and Agents shall apply such amounts first to the pro rata reduction of the Loans Outstanding, second to the payment of the remaining Aggregate Unpaids with respect thereto, including any Breakage Costs, by paying such amounts to the Lenders pro rata, based on their respective Lender Percentages. (c) On the Commitment Termination Date for a Committed Lender, the Mandatory Commitment and the Commitment of such Committed Lender shall be automatically reduced to zero. On the Termination Date, the Mandatory Commitments and the Commitments of all Committed Lenders shall be automatically reduced to zero; provided, that if the Commitment Termination Date occurs solely due to the occurrence of an Early Amortization Event and all Lenders have consented to the waiver of such Early Amortization Event, then the Mandatory Commitments and the Commitments of all Committed Lenders shall remain at their levels immediately prior to the occurrence of such Early Amortization Event.

Reduction of Commitments. (a) At any time the Borrower may, upon at least five Business Days’ prior written notice to the Administrative Agent, each Agent, the Account Bank and each Hedge Counterparty, reduce the Facility Amount to an amount not less than the Loans Outstanding, which reduction shall be applied, unless otherwise Consented to by the Administrative Agent The Revolving Commitments and the Agents, to the Commitments of each Lender pro rata based LC Commitment shall automatically terminate on the Lender Percentage represented by such Commitment. Any such reduction of the Commitment of any Lender shall also reduce the related Mandatory Commitment of such Lender by the same amount. If any such written notice is delivered after 3:00 p.m., New York City time, five Business Days prior, such notice shall be deemed to be received prior to 3:00 p.m., New York City time, on the next succeeding Business Day. Each partial reduction shall be in a minimum aggregate amount of $5,000,000 or integral multiples of $1,000,000 in excess thereof. Any request for a reduction in the Facility Amount shall be irrevocable and the Borrower shall deliver no more than four such requests in any 12-month periodapplicable Maturity Date. (b) In connection with The Borrower may at any reduction of the Facility Amounttime terminate, or from time to time reduce, the Borrower shall remit to the Administrative Agent and the Agents, for payment to each Lender, Revolving Commitments; provided that (i) instructions regarding any such reduction shall be in an amount that is an integral multiple of $1,000,000 and (ii) cash in an amount sufficient to pay any Aggregate Unpaids with respect to such reduction, including any associated Breakage Costs; provided, that no such reduction the Revolving Commitments shall be given effect unless the Borrower has complied with the terms of any Hedging Agreement requiring that one or more Hedge Transactions not be terminated or reduced if after giving effect to any concurrent prepayment of the Revolving Loans in whole or in part as a result of any such reduction in the Loans Outstanding and the Borrower has paid all Hedge Breakage Costs due to the relevant Hedge Counterparty for any such termination. Upon receipt of any such amountsaccordance with Section 5.01, the Administrative Agent and Agents shall apply such amounts first to Aggregate Exposures would exceed the pro rata reduction of the Loans Outstanding, second to the payment of the remaining Aggregate Unpaids with respect thereto, including any Breakage Costs, by paying such amounts to the Lenders pro rata, based on their respective Lender PercentagesCommitments. (c) On The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Aggregate Commitments under paragraph (b) of this Section 4.02 at least two (2) Business Days (or such shorter period as the Administrative Agent may agree to in its sole and absolute discretion) prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section 4.02(c) shall be irrevocable except that, to the extent delivered in connection with a refinancing of the Obligations, such notice shall not be irrevocable until such refinancing is closed and funded. Any effectuated termination or reduction of the Aggregate Commitments shall be permanent. Each reduction of the Aggregate Commitments shall be made ratably among the Lenders in accordance with their respective Revolving Commitments. (d) [reserved] (e) In addition to any other mandatory commitment reductions pursuant to this Section 4.02, the Total Incremental Term Loan Commitment Termination pursuant to an Incremental Amendment (and the Incremental Term Loan Commitment of each Lender with such a Commitment) shall terminate in its entirety on the Incremental Term Loan Borrowing Date for a Committed Lender, such Total Incremental Term Loan Commitment after the Mandatory funding of all relevant Incremental Term Loans on such date. (f) Each reduction to the Total Term B-3 Loan Commitment and the Total Incremental Term Loan Commitment of such Committed Lender under a given Tranche pursuant to this Section 4.02 as provided above (or pursuant to Section 5.02) shall be automatically reduced applied proportionately to zero. On reduce the Termination DateTerm B-3 Loan Commitment or the Incremental Term Loan Commitment under such Tranche, as the case may be, of each Lender with such a Commitment. (g) [reserved]. (h) [reserved]. (i) In addition to any other mandatory commitment reductions pursuant to this Section 4.02, the Mandatory Commitments Total B-3 Commitment shall terminate in its entirety on the Amendment and Restatement Effective Date after the Commitments funding of all Committed Lenders Term B-3 Loans on such date. (j) In addition to any other mandatory commitment reductions pursuant to this Section 4.02, the Total B-4 Commitment shall be automatically reduced to zero; provided, that if terminate in its entirety on the Termination Amendment No. 2 Effective Date occurs solely due to after the occurrence of an Early Amortization Event and all Lenders have consented to the waiver of such Early Amortization Event, then the Mandatory Commitments and the Commitments funding of all Committed Lenders shall remain at their levels immediately prior to the occurrence of Term B-4 Loans on such Early Amortization Eventdate.

Reduction of Commitments. (a) At any time the Borrower may, upon at least five (5) Business Days’ prior written notice to the Administrative Agent, each Agent, Agent and the Account Bank and each Hedge CounterpartyBank, reduce the Facility Amount to an amount not less than the Loans Outstanding, which reduction shall be applied, unless otherwise Consented to by the Administrative Agent and the AgentsAgent, to the Commitments of each Lender pro rata based on the Lender Percentage represented by such Commitment. Any such reduction of the Commitment of any Lender shall also reduce the related Mandatory Commitment of such Lender by the same amount. If any such written notice is delivered after 3:00 p.m., New York City Atlanta, Georgia time, five (5) Business Days prior, such notice shall be deemed to be received prior to 3:00 p.m., New York City Atlanta, Georgia time, on the next succeeding Business Day. Each partial reduction shall be in a minimum aggregate amount of $5,000,000 or integral multiples of $1,000,000 in excess thereof. Any request for a reduction in the Facility Amount shall be irrevocable and the Borrower shall deliver no more than four such requests in any 12-month period. (b) In connection with any reduction of the Facility Amount, the Borrower shall remit to the Administrative Agent and the AgentsAgent, for payment to each Lender, (i) instructions regarding such reduction and (ii) cash in an amount sufficient to pay any Aggregate Unpaids with respect to such reduction, including any associated Breakage Costs; provided, that no such reduction shall be given effect unless the Borrower has complied with the terms of any Hedging Agreement requiring that one or more Hedge Transactions be terminated in whole or in part as a result of any such reduction in the Loans Outstanding and the Borrower has paid all Hedge Breakage Costs due to the relevant Hedge Counterparty for any such termination. Upon receipt of any such amounts, the Administrative Agent and Agents shall apply such amounts first to the pro rata reduction of the Loans Outstanding, second to the payment of the remaining Aggregate Unpaids with respect thereto, including any Breakage Costs, by paying such amounts to the Lenders pro rata, based on their respective Lender Percentages. (c) On the Commitment Termination Date for a Committed Lender, the Mandatory Commitment and the Commitment of such Committed Lender shall be automatically reduced to zero. On the Termination Date, the Mandatory Commitments and the Commitments of all Committed Lenders shall be automatically reduced to zero; provided, that if the Commitment Termination Date occurs solely due to the occurrence of an Early Amortization Event and all Lenders have consented to the waiver of such Early Amortization Event, then the Mandatory Commitments and the Commitments of all Committed Lenders shall remain at their levels immediately prior to the occurrence of such Early Amortization Event.

Reduction of Commitments. (a) At any time Harley may permanently reduce the Borrower mayAggregate Commitment in whole, or in part ratably among the Lenders, in an aggregate minimum amount of $10,000,000 and integral multiples of $5,000,000 in excess of that amount, upon at least five (5) Business Days’ prior written notice to the Global Administrative Agent, each Agentwhich notice shall specify the amount of any such reduction; provided, however, that the Account Bank amount of the Aggregate Commitment may not be reduced below the sum of the aggregate principal amount of the outstanding Advances; provided further that any such notice delivered by Harley pursuant to this Section 2.4(a) may state that such notice is conditioned upon the effectiveness of other credit facilities or other transactions specified therein, in which case such notice may be revoked by Harley (by notice to the Global Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. All accrued and each Hedge Counterparty, reduce the Facility Amount to an amount not less than the Loans Outstanding, which reduction unpaid commitment fees shall be applied, unless otherwise Consented payable on the effective date of any termination of the obligations of the Lenders to by the make Loans hereunder. The Global Administrative Agent and the Agents, shall promptly distribute to the Commitments of each Lender pro rata based on the Lender Percentage represented relevant Lenders any notices received by such Commitment. Any such reduction of the Commitment of any Lender shall also reduce the related Mandatory Commitment of such Lender by the same amount. If any such written notice is delivered after 3:00 p.m., New York City time, five Business Days prior, such notice shall be deemed to be received prior to 3:00 p.m., New York City time, on the next succeeding Business Day. Each partial reduction shall be in a minimum aggregate amount of $5,000,000 or integral multiples of $1,000,000 in excess thereof. Any request for a reduction in the Facility Amount shall be irrevocable and the Borrower shall deliver no more than four such requests in any 12-month periodit under this Section 2.4(a). (b) In connection with Notwithstanding the foregoing, upon the acquisition of one Lender by another Lender, or the merger, consolidation or other combination of any reduction two or more Lenders (any such acquisition, merger, consolidation or other combination being referred to hereinafter as a “Combination” and each Lender which is a party to such Combination being hereinafter referred to as a “Combined Lender”), Harley may notify the Global Administrative Agent that it desires to reduce the Commitment of the Facility Amount, Lender surviving such Combination (the Borrower shall remit “Surviving Lender”) to an amount equal to the Commitment of that Combined Lender which had the largest Commitment of each of the Combined Lenders party to such Combination (such largest Commitment being the “Surviving Commitment” and the Commitments of the other Combined Lenders being hereinafter referred to, collectively, as the “Retired Commitments”). If the Required Lenders (determined as set forth below) and the Global Administrative Agent and the Agents, for payment agree to each Lender, (i) instructions regarding such reduction and (ii) cash in an amount sufficient to pay any Aggregate Unpaids with respect to such reduction, including any associated Breakage Costs; provided, that no such reduction shall be given effect unless the Borrower has complied with the terms of any Hedging Agreement requiring that one or more Hedge Transactions be terminated in whole or in part as a result of any such reduction in the Loans Outstanding and Surviving Lender’s Commitment, then (i) the Borrower has aggregate amount of the Commitments shall be reduced by the Retired Commitments effective upon the effective date of the Combination (or such later date as Harley may specify in its request), provided, that, on or before such date the Borrowers have paid all Hedge Breakage Costs due to in full the relevant Hedge Counterparty for any such termination. Upon receipt of any such amounts, the Administrative Agent and Agents shall apply such amounts first to the pro rata reduction outstanding principal amount of the Loans Outstandingof each of the Combined Lenders other than the Combined Lender whose Commitment is the Surviving Commitment, second (ii) from and after the effective date of such reduction, the Surviving Lender shall have no obligation with respect to the payment Retired Commitments, and (iii) Harley shall notify the Global Administrative Agent whether they wish such reduction to be a permanent reduction or a temporary reduction. If such reduction is to be a temporary reduction, then Harley shall be responsible for finding one or more financial institutions (each, a “Replacement Lender”), acceptable to the Global Administrative Agent (such acceptance not to be unreasonably withheld, conditioned or delayed), willing to assume the obligations of a Lender hereunder with aggregate Commitments up to the amount of the remaining Aggregate Unpaids with respect theretoRetired Commitments. The Global Administrative Agent may require the Replacement Lenders to execute such documents, including any Breakage Costsinstruments or agreements as the Global Administrative Agent deems necessary or desirable to evidence such Replacement Lenders’ agreement to become parties hereunder. For purposes of this Section 2.4(b), Required Lenders shall be determined as if the reduction in the aggregate amount of the Commitments requested by paying such amounts Harley had occurred (i.e., the Combined Lenders shall be deemed to have a single Commitment equal to the Lenders pro rata, based on their respective Lender Percentages. (c) On the Commitment Termination Date for a Committed Lender, the Mandatory Surviving Commitment and the Commitment aggregate amount of such Committed Lender the Commitments shall be automatically deemed to have been reduced to zero. On by the Termination Date, the Mandatory Commitments and the Commitments of all Committed Lenders shall be automatically reduced to zero; provided, that if the Termination Date occurs solely due to the occurrence of an Early Amortization Event and all Lenders have consented to the waiver of such Early Amortization Event, then the Mandatory Commitments and the Commitments of all Committed Lenders shall remain at their levels immediately prior to the occurrence of such Early Amortization EventRetired Commitments).

Reduction of Commitments. (a) At The Borrowers shall have the right at any time and from time to time on or before the Borrower may, Maturity Date upon at least five (5) Business Days’ ' prior written notice to the Administrative Agent, each Agent, the Account Bank and each Hedge Counterparty, Agent to reduce the Facility Amount to an amount not less than the Loans Outstanding, which reduction shall be applied, unless otherwise Consented to by the Administrative Agent and the Agents, to the Commitments of each Lender pro rata based on the Lender Percentage represented by such Commitment. Any such reduction of the Commitment of any Lender shall also reduce the related Mandatory Commitment of such Lender by the same amount. If any such written notice is delivered after 3:00 p.m., New York City time, five Business Days prior, such notice shall be deemed to be received prior to 3:00 p.m., New York City time, on the next succeeding Business Day. Each partial reduction shall be in $10,000,000 or a minimum aggregate amount larger integral multiple of $5,000,000 or integral multiples terminate entirely the unborrowed portion of $1,000,000 the Total Revolver Commitment, whereupon the Revolver Commitments of the Revolver Banks shall be reduced pro rata in excess accordance with their respective Revolver Percentages of the amount specified in such notice or, as the case may be, terminated. Promptly after receiving any notice of the Borrowers delivered pursuant to this Section 2.3(a), the Agent will notify the Revolver Banks of the substance thereof. Any request Upon the effective date of any such reduction or termination, the Borrowers shall pay to the Agent for a reduction in the Facility Amount shall be irrevocable and respective accounts of the Borrower shall deliver no more than four Revolver Banks the full amount of any Commitment Fee then accrued on the amount of the reduction, provided that so long as the Total Revolver Commitment is not terminated entirely, the Borrowers may pay any such requests in any 12accrued Commitment Fee on the last Business Day of the then-month periodcurrent fiscal quarter. (b) In connection with any No reduction or termination of the Facility Amount, Total Revolver Commitment once made may be revoked; the Borrower shall remit to the Administrative Agent and the Agents, for payment to each Lender, (i) instructions regarding such reduction and (ii) cash in an amount sufficient to pay any Aggregate Unpaids with respect to such reduction, including any associated Breakage Costs; provided, that no such reduction shall be given effect unless the Borrower has complied with the terms of any Hedging Agreement requiring that one or more Hedge Transactions be terminated in whole or in part as a result of any such reduction in the Loans Outstanding and the Borrower has paid all Hedge Breakage Costs due to the relevant Hedge Counterparty for any such termination. Upon receipt of any such amounts, the Administrative Agent and Agents shall apply such amounts first to the pro rata reduction portion of the Loans Outstanding, second to the payment Total Revolver Commitment reduced or terminated may not be reinstated; and amounts in respect of the remaining Aggregate Unpaids with respect thereto, including any Breakage Costs, by paying such amounts to the Lenders pro rata, based on their respective Lender Percentagesreduced or terminated portion may not be reborrowed. (c) On Promptly after the effectiveness of any partial reduction in the Total Revolver Commitment Termination Date for a Committed Lenderpursuant to this Section 2.3, the Mandatory Commitment and the Commitment of Agent shall distribute to each Bank an updated Schedule 1.1 reflecting such Committed Lender shall be automatically reduced to zero. On the Termination Date, the Mandatory Commitments and the Commitments of all Committed Lenders shall be automatically reduced to zero; provided, that if the Termination Date occurs solely due to the occurrence of an Early Amortization Event and all Lenders have consented to the waiver of such Early Amortization Event, then the Mandatory Commitments and the Commitments of all Committed Lenders shall remain at their levels immediately prior to the occurrence of such Early Amortization Eventreduction.

Reduction of Commitments. (a) At any time the Borrower may, upon at least five Business Days’ prior written notice to the Administrative Agent, each Agent, the Account Bank and each Hedge Counterparty, The Borrowers may reduce the Facility Amount Revolver Commitments, subject to payment of the Prepayment Premium, if applicable, in accordance with Section 4.04, to an amount (which may be zero) not less than the Loans Outstanding, which reduction shall be applied, unless otherwise Consented to by sum of (A) the Administrative Agent and the Agents, to the Commitments of each Lender pro rata based on the Lender Percentage represented by such Commitment. Any such reduction of the Commitment of any Lender shall also reduce the related Mandatory Commitment Revolver Usage as of such Lender date, plus (B) the principal amount of all Revolving Loans not yet made as to which a request has been given by the same amount. If any such written notice is delivered after 3:00 p.m., New York City time, five Business Days prior, such notice shall be deemed to be received prior to 3:00 p.m., New York City time, on the next succeeding Business Daya Borrower under Section 2.02(a). Each partial such reduction shall be in a minimum an aggregate amount of $5,000,000 or integral multiples any whole multiple of $1,000,000 in excess thereof (unless the Revolver Commitments are being reduced to zero and the amount of the Revolver Commitments in effect immediately prior to such reduction are less than $5,000,000), shall be made by providing not less than ten (10) Business Days prior written notice to Revolving Agent, and shall be irrevocable. Once reduced, the Revolver Commitments may not be increased. Each such reduction of the Revolver Commitments shall reduce the Revolver Commitments of each Revolving Lender proportionately in accordance with its ratable share thereof. Any request for a reduction in All Unused Line Fees payable pursuant to Section 4.01(b) accrued until the Facility Amount shall effective date of any termination of the Revolver Commitments will be irrevocable and paid on the Borrower shall deliver no more than four effective date of such requests in any 12-month periodtermination with respect to the Revolver Commitments so terminated. (b) In connection with The Borrowers may reduce the Delayed Draw Term Commitments to any reduction of the Facility Amount, the Borrower shall remit to the Administrative Agent and the Agents, for payment to each Lender, amount (i) instructions regarding such reduction and (ii) cash in an amount sufficient to pay any Aggregate Unpaids with respect to such reduction, including any associated Breakage Costs; provided, that no which may be zero). Each such reduction shall be given effect in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof (unless the Borrower has complied with Delayed Draw Term Commitments are being reduced to zero and the terms amount of any Hedging Agreement requiring that one or more Hedge Transactions be terminated the Delayed Draw Term Commitments in whole or in part as a result of any effect immediately prior to such reduction in the Loans Outstanding are less than $5,000,000), shall be made by providing not less than ten (10) Business Days prior written notice to Administrative Agent, and the Borrower has paid all Hedge Breakage Costs due to the relevant Hedge Counterparty for any such terminationshall be irrevocable. Upon receipt of any such amountsOnce reduced, the Administrative Agent and Agents shall apply Delayed Draw Term Commitments may not be increased. Each such amounts first to the pro rata reduction of the Loans Outstanding, second Delayed Draw Term Commitments shall reduce the Delayed Draw Term Commitments of each Lender proportionately in accordance with its ratable share thereof. All Unused DDTL Fees payable pursuant to Section 4.01(c) accrued until the effective date of any termination of the Delayed Draw Term Commitment will be paid on the effective date of such termination with respect to the payment of the remaining Aggregate Unpaids with respect thereto, including any Breakage Costs, by paying such amounts to the Lenders pro rata, based on their respective Lender PercentagesDelayed Draw Term Commitment so terminated. (c) On the Commitment Termination Date for a Committed Lender, the Mandatory Commitment and the Commitment of such Committed Lender shall be automatically reduced to zero. On the Termination Date, the Mandatory Commitments and the Commitments of all Committed Lenders shall be automatically reduced to zero; provided, that if the Termination Date occurs solely due to the occurrence of an Early Amortization Event and all Lenders have consented to the waiver of such Early Amortization Event, then the Mandatory Commitments and the Commitments of all Committed Lenders shall remain at their levels immediately prior to the occurrence of such Early Amortization Event.

Reduction of Commitments. (ai) At The Borrower shall have the right at any time the Borrower may, and from time to time upon at least five (5) Business Days’ prior written notice to the Administrative Agent, each Agent, Agent to reduce by $5,000,000 or an integral multiple thereof or to terminate entirely the Account Bank and each Hedge Counterparty, reduce aggregate amount of the Facility Amount to an amount not less than the Loans Outstanding, which reduction shall be applied, unless otherwise Consented to by the Administrative Agent and the Agents, to Commitments whereupon the Commitments of each Lender the Lenders shall be reduced pro rata based in accordance with their respective Commitment Percentages of the amount specified in such notice or, as the case may be, terminated. Promptly after receiving any notice of the Borrower delivered pursuant to this Section 2.2(g), the Agent will notify the Lenders of the substance thereof. Upon the effective date of any such reduction or termination, the Borrower shall pay to the Agent for the respective accounts of the Lenders the full amount of any Commitment Fee then accrued on the Lender Percentage represented by such Commitment. Any such reduction amount of the Commitment reduction. No reduction or termination of the Commitments may be reinstated. (ii) In the event of any Lender Major Asset Sale, the Commitments shall also reduce be reduced dollar for dollar by an amount equal to the related Mandatory Commitment Net Proceeds from such Major Asset Sale, regardless of such Lender by the same amount. If whether any such Net Proceeds have been applied to any repayment of Loans and regardless of whether any Loans or Letters of Credit are outstanding, and the Borrower shall provide written notice is delivered after 3:00 p.m.to the Agent of the amount of any such Net Proceeds; provided, New York City timehowever, five Business Days priorthe Borrower may propose, such notice subject to Majority Lender consent, in writing, an amount of continued Commitments available for reborrowing under this Agreement given the circumstances then existing at the time relating to the remaining Plants and Obligors, and in no event shall be deemed to be received prior to 3:00 p.m.any new Commitment amount exceed the original Commitments available as of the Final Order Entry Date. (iii) All Commitments shall automatically terminate at 5:00 P.M., New York City time, on February 19, 2014, if the next succeeding Business Day. Each partial reduction shall be in a minimum aggregate amount of $5,000,000 or integral multiples of $1,000,000 in excess thereof. Any request for a reduction in the Facility Amount shall be irrevocable and the Borrower shall deliver no more than four such requests in any 12-month period. (b) In connection with any reduction of the Facility Amount, the Borrower shall remit conditions to the Administrative Agent and the Agents, for payment to each Lender, (i) instructions regarding Initial Funding Date set forth in Section 11.1 shall not have been satisfied by such reduction and (ii) cash in an amount sufficient to pay any Aggregate Unpaids with respect to such reduction, including any associated Breakage Costs; provided, that no such reduction shall be given effect unless the Borrower has complied with the terms of any Hedging Agreement requiring that one or more Hedge Transactions be terminated in whole or in part as a result of any such reduction in the Loans Outstanding and the Borrower has paid all Hedge Breakage Costs due to the relevant Hedge Counterparty for any such termination. Upon receipt of any such amounts, the Administrative Agent and Agents shall apply such amounts first to the pro rata reduction of the Loans Outstanding, second to the payment of the remaining Aggregate Unpaids with respect thereto, including any Breakage Costs, by paying such amounts to the Lenders pro rata, based on their respective Lender Percentagestime. (c) On the Commitment Termination Date for a Committed Lender, the Mandatory Commitment and the Commitment of such Committed Lender shall be automatically reduced to zero. On the Termination Date, the Mandatory Commitments and the Commitments of all Committed Lenders shall be automatically reduced to zero; provided, that if the Termination Date occurs solely due to the occurrence of an Early Amortization Event and all Lenders have consented to the waiver of such Early Amortization Event, then the Mandatory Commitments and the Commitments of all Committed Lenders shall remain at their levels immediately prior to the occurrence of such Early Amortization Event.

Reduction of Commitments. At Lessee's sole option, Lessee shall have the right prior to the earlier of (aA) At any time the Borrower maythird anniversary of the Documentation Date and (B) the date total Advances are in excess of $1,200,000,000.00, upon at least five Business Days’ prior written to send a notice to the Administrative AgentParticipants and Agents notifying them that the Lessee wishes to reduce the Commitments by reason of Lessee's reduction in the Construction Budget, so long as the Lessee shall satisfy prior to exercising any such right each Agentof the following conditions: that (i) after giving effect to the exercise of any such right, (A) there shall exist no Event of Default or Bankruptcy Default, and (B) the anticipated Fair Market Value of the remaining Improvements to be constructed in accordance with the revised Plans and Specifications, as shown on an updated appraisal, performed by the appraiser who prepared the Appraisal (or if such appraiser is unavailable or unable to perform such appraisal, by an appraiser selected by the Majority Banks and approved by the Lessee) in accordance with the standards used for preparing the As-Built Appraisal, shall be (x) as of the Lease Term Expiration Date at least four times greater than the revised Unguaranteed Residual Value, and (y) as of the Lease Commencement Date, no less than 60% of the aggregate amount of Advances previously advanced and to be Advanced by the Participants to obtain Substantial Completion of the revised Improvements, (ii) the Participants and the Trustee shall have received revised Plans and Specifications, the Account Bank revised appraisal and each Hedge Counterparty, reduce a revised budget and schedule for the Facility Amount construction of the remaining Improvements which are reasonably satisfactory to an amount not them in all respects and (iii) no less than 40% of the Loans Outstanding, which reduction shall revised Improvements are intended by Lessee (as evidenced by an officer's certificate of Lessee) to serve as facilities to be applied, unless otherwise Consented to used by the Administrative Agent Lessee or its Affiliates. If the Lessee shall send a notice described in the preceding sentence, and shall otherwise comply with all of the Agentsprovisions of this Section 2.7, to the Commitments of each Lender the Participants shall automatically be reduced pro rata based on the Lender Percentage represented by such Commitment. Any such reduction of the Commitment of any Lender shall also reduce the related Mandatory Commitment of such Lender by the same amount. If any such written notice is delivered after 3:00 p.m., New York City time, five Business Days prior, such notice shall be deemed to be received prior to 3:00 p.m., New York City time, on the next succeeding Business Day. Each partial reduction shall be in a minimum an aggregate amount of $5,000,000 or integral multiples of $1,000,000 in excess thereof. Any request for a equal to the reduction in the Facility Amount shall be irrevocable and the Borrower shall deliver no more than four such requests in any 12-month period. (b) In connection with any reduction of the Facility Amount, the Borrower shall remit to the Administrative Agent and the Agents, for payment to each Lender, (i) instructions regarding such reduction and (ii) cash in an amount sufficient to pay any Aggregate Unpaids with respect to such reduction, including any associated Breakage Costs; provided, that no such reduction shall be given effect unless the Borrower has complied with the terms of any Hedging Agreement requiring that one or more Hedge Transactions be terminated in whole or in part as a result of any such reduction Commitments set forth in the Loans Outstanding and the Borrower has paid all Hedge Breakage Costs due to the relevant Hedge Counterparty for any such termination. Upon receipt of any such amounts, the Administrative Agent and Agents shall apply such amounts first to the pro rata reduction of the Loans Outstanding, second to the payment of the remaining Aggregate Unpaids with respect thereto, including any Breakage Costs, notice given by paying such amounts to the Lenders pro rata, based on their respective Lender PercentagesLessee. (c) On the Commitment Termination Date for a Committed Lender, the Mandatory Commitment and the Commitment of such Committed Lender shall be automatically reduced to zero. On the Termination Date, the Mandatory Commitments and the Commitments of all Committed Lenders shall be automatically reduced to zero; provided, that if the Termination Date occurs solely due to the occurrence of an Early Amortization Event and all Lenders have consented to the waiver of such Early Amortization Event, then the Mandatory Commitments and the Commitments of all Committed Lenders shall remain at their levels immediately prior to the occurrence of such Early Amortization Event.

Reduction of Commitments. The Total Term Loan A Commitment shall terminate at 5:00 p.m. (aNew York City time) At on the Term Loan A Commitment Termination Date. The Total Term Loan A-1 Commitment shall terminate at 5:00 p.m. (New York City time) on the Term Loan A-1 Commitment Termination Date. The Total Term Loan B Commitment shall terminate at 5:00 p.m. (New York City time) on the Term Loan B Commitment Termination Date. The Borrower may reduce the undrawn Total Term A Loan Commitment, the undrawn Total Term Loan A-1 Commitment and/or the undrawn Total Term Loan B Commitment to an amount (which may be zero) not less than the aggregate principal amount of any time Term Loan A, Term Loan A-1 and/or Term Loan B, as applicable, not yet made as to which a Notice of Borrowing has been given by the Borrower mayunder Section 2.02. Each such reduction (x) shall be in an amount which is an integral multiple of $1,000,000 (or by the full amount of the Total Term Loan A Commitment, upon the Total Term Loan A-1 Commitment and/or Term Loan B Commitment, as applicable, in effect immediately prior to such reduction if such amount at least five that time is less than $1,000,000), (y) shall be made by providing not less than 5 Business Days’ ' prior written notice to the Administrative Agent, each Agentand (z) shall be irrevocable. Once reduced, the Account Bank Total Term Loan A Commitment, Total Term Loan A-1 Commitment and each Hedge Counterparty, reduce the Facility Amount to an amount Total Term Loan B Commitment may not less than the Loans Outstanding, which reduction shall be applied, unless otherwise Consented to by the Administrative Agent and the Agents, to the Commitments of each Lender pro rata based on the Lender Percentage represented by such Commitmentincreased. Any Each such reduction of the Total Term Loan A Commitment, Total Term Loan A-1 Commitment of any Lender and/or Total Term Loan B Commitment shall also reduce the related Mandatory Term Loan A Commitment, Total Term Loan A-2 Commitment and/or Term Loan B Commitment, as applicable, of such each Lender by the same amount. If any such written notice is delivered after 3:00 p.m., New York City time, five Business Days prior, such notice shall be deemed to be received prior to 3:00 p.m., New York City time, on the next succeeding Business Day. Each partial reduction shall be proportionately in a minimum aggregate amount of $5,000,000 or integral multiples of $1,000,000 in excess accordance with its Pro Rata Share thereof. Any request for a reduction in the Facility Amount shall be irrevocable and the Borrower shall deliver no more than four such requests in any 12-month period. (b) In connection with any reduction of the Facility Amount, Total Term Loan A Commitment or the Borrower Total Term Loan A-1 Commitment shall remit be allocated on a pro rata basis to the Administrative Agent and the Agents, for payment to each Lender, (i) instructions regarding such reduction and (ii) cash in an amount sufficient to pay any Aggregate Unpaids with respect to such reduction, including any associated Breakage Costs; provided, that no such reduction shall be given effect unless the Borrower has complied with the terms of any Hedging Agreement requiring that one or more Hedge Transactions be terminated in whole or in part as a result of any such reduction in the Loans Outstanding and the Borrower has paid all Hedge Breakage Costs due to the relevant Hedge Counterparty for any such termination. Upon receipt of any such amounts, the Administrative Agent and Agents shall apply such amounts first to the pro rata reduction of the Loans Outstanding, second to the payment of the remaining Aggregate Unpaids with respect thereto, including any Breakage Costs, by paying such amounts to the Lenders pro rata, based on their respective Lender Percentages. (c) On the Commitment Termination Date for a Committed Lender, the Mandatory Total Term Loan A Commitment and the Commitment of such Committed Lender shall be automatically reduced to zero. On the Termination Date, the Mandatory Commitments and the Commitments of all Committed Lenders shall be automatically reduced to zero; provided, that if the Termination Date occurs solely due to the occurrence of an Early Amortization Event and all Lenders have consented to the waiver of such Early Amortization Event, then the Mandatory Commitments and the Commitments of all Committed Lenders shall remain at their levels immediately prior to the occurrence of such Early Amortization EventTotal Term Loan A-1 Commitment.

Reduction of Commitments. (a) At The Borrower shall have the right at any time the Borrower may, and from time to time upon at least five (5) Business Days’ Days prior written notice to the Administrative Agent, each Agent, the Account Bank and each Hedge Counterparty, Agent to reduce the Facility Amount to an amount not less than the Loans Outstanding, which reduction shall be applied, unless otherwise Consented to by the Administrative Agent and the Agents, to the Commitments of each Lender pro rata based on the Lender Percentage represented by such Commitment. Any such reduction of the Commitment of any Lender shall also reduce the related Mandatory Commitment of such Lender by the same amount. If any such written notice is delivered after 3:00 p.m., New York City time, five Business Days prior, such notice shall be deemed to be received prior to 3:00 p.m., New York City time, on the next succeeding Business Day. Each partial reduction shall be in a minimum aggregate amount of $5,000,000 or an integral multiples multiple of $1,000,000 in excess thereof or to terminate entirely the Total Commitment in excess of the Revolving Exposure at such time, whereupon the Commitments of the Lenders shall be reduced pro rata in accordance with their respective Commitment Percentages of the amount specified in such notice or, as the case may be, terminated. Promptly after receiving any notice of the Borrower delivered pursuant to this ss.2.3, the Administrative Agent will notify the Lenders of the substance thereof. Any request for a Upon the effective date of any such reduction in the Facility Amount shall be irrevocable and the Borrower shall deliver no more than four such requests in any 12-month period. (b) In connection with any reduction of the Facility Amountor termination, the Borrower shall remit pay to the Administrative Agent and for the Agents, for payment to each Lender, (i) instructions regarding respective accounts of such Lenders the full amount of any Commitment Fee then accrued on the amount of the reduction. No reduction and (ii) cash in an amount sufficient to pay any Aggregate Unpaids with respect to such reduction, including any associated Breakage Costs; provided, that no such reduction shall or termination of the Commitments may be given effect unless reinstated. If the Total Commitment is terminated or reduced by the Borrower has complied with the terms of any Hedging Agreement requiring that one or more Hedge Transactions be terminated in whole or in part on or prior to the second anniversary of the Closing Date, the Borrower shall pay to the Administrative Agent for the benefit of the Lenders an early termination fee in an amount calculated as follows: (a) if such termination or reduction is concluded on or prior to the second anniversary of the Original Closing Date, an amount equal to one-half of one percent (0.5%) of the Total Commitment immediately prior to such termination or in the case of a partial reduction, one-half of one percent (0.5%) of the amount of such reduction; or (b) if such termination or reduction is concluded after the second anniversary of the Original Closing Date, the Borrower will not be required to pay an early termination fee. For greater clarity, the Borrower acknowledges and agrees that as a direct and proximate result of such termination under the aforesaid circumstances, the Lenders will suffer a loss in an amount which is difficult to calculate and determine with certainty and, therefore, as a result of any such reduction the Borrower's and each Lender's reasonable endeavour to ascertain and agree in advance to the Loans Outstanding and amount necessary to compensate the Lenders for said loss, the Borrower has paid all Hedge Breakage Costs due agreed to pay the relevant Hedge Counterparty for any such termination. Upon receipt of any such amounts, aforesaid early termination fees described in this ss.2.3 in the Administrative Agent and Agents shall apply such amounts first to the pro rata reduction of the Loans Outstanding, second to the payment of the remaining Aggregate Unpaids with respect thereto, including any Breakage Costs, by paying such amounts to the Lenders pro rata, based on their respective Lender Percentagescircumstances described. (c) On the Commitment Termination Date for a Committed Lender, the Mandatory Commitment and the Commitment of such Committed Lender shall be automatically reduced to zero. On the Termination Date, the Mandatory Commitments and the Commitments of all Committed Lenders shall be automatically reduced to zero; provided, that if the Termination Date occurs solely due to the occurrence of an Early Amortization Event and all Lenders have consented to the waiver of such Early Amortization Event, then the Mandatory Commitments and the Commitments of all Committed Lenders shall remain at their levels immediately prior to the occurrence of such Early Amortization Event.

Reduction of Commitments. (a) At any time The Borrower shall have the Borrower mayright, upon at least five Business Days’ prior written fifteen (15) days notice to the Administrative Agent, each Agentto reduce in whole or in part (ratably as to all Lenders) the Expansion Loan Commitment Amount or the Revolving Credit Commitment Amount or both, provided, however, that the Account Bank Expansion Loan Commitment Amount and each Hedge Counterparty, reduce the Facility Revolving Credit Commitment Amount of the Lenders shall not be reduced to an amount not which is less than the aggregate amount of the Expansion Loans Outstandingand Revolving Credit Loans, which respectively, then outstanding after giving effect to any prepayments made in connection with such reduction shall be applied, unless otherwise Consented to by the Administrative Agent and the AgentsBorrower shall pay any Prepayment Fee required under Section 3.3.2, to the Commitments of provided, further, however, that each Lender pro rata based on the Lender Percentage represented by such Commitment. Any such partial reduction of the Expansion Loan Commitment of any Lender shall also reduce Amount or the related Mandatory Revolving Credit Commitment of such Lender by the same amount. If any such written notice is delivered after 3:00 p.m., New York City time, five Business Days prior, such notice shall be deemed to be received prior to 3:00 p.m., New York City time, on the next succeeding Business Day. Each partial reduction Amount shall be in a minimum an aggregate amount of $5,000,000 1,000,000 or an integral multiples multiple of $1,000,000 500,000 in excess thereof (or, if less, the entire amount thereof). Any request for a reduction in the Facility Amount notice given pursuant to this subsection (a) of Section 3.3.4 shall be irrevocable irrevocable, and once the Expansion Loan Commitment Amount or the Revolving Credit Commitment Amount, as the case may be, is reduced pursuant to this subsection (a) of Section 3.3.4, such amount thereafter may not be reinstated or increased. The Borrower shall deliver no more than four such requests not be permitted to reduce the Revolving Credit Commitment Amount unless the Expansion Loan Commitment Amount has been reduced to zero in any 12-month periodaccordance with the terms hereof. (b) In connection with any reduction The Expansion Loan Commitment (and the Expansion Loan Commitment Amount) and the Revolving Credit Commitment (and the Revolving Credit Commitment Amount) shall be permanently reduced by the amount of the Facility Amount, Net Cash Proceeds received by the Borrower shall remit to the Administrative Agent and the Agents, for payment to each Lender, (i) instructions regarding such reduction and (ii) cash in an amount sufficient to pay or any Aggregate Unpaids with respect to such reduction, including of its Subsidiaries as a result of any associated Breakage Costssale or disposition of assets; provided, however, that unless such sale or other disposition would require, whether immediately or with the passage of time, a repayment or prepayment of principal on, or a redemption of, any of the Senior Notes, no such reduction shall be given effect unless the Borrower has complied with the terms of any Hedging Agreement requiring that one or more Hedge Transactions be terminated in whole or in part required as a result of (i) the sale by the Borrower or any such reduction of its Subsidiaries of assets in the Loans Outstanding and ordinary course of business, (ii) the sale by the Borrower has paid all Hedge Breakage Costs due to the relevant Hedge Counterparty for or any such termination. Upon receipt of its Subsidiaries of any assets in a single transaction or a series of related transactions where the aggregate net book value of such amountsassets sold or disposed does not to exceed $250,000, and (iii) the Administrative Agent disposition by the Borrower or any of its Subsidiaries of up to 5,000 Telephones in the aggregate during the term of this Agreement solely in exchange for other Telephones. Any reduction required under this subsection (b) shall be effective immediately upon receipt by the Borrower or any of its Subsidiaries of Net Cash Proceeds, and Agents shall apply such amounts be applied first to the pro rata reduction of Expansion Loan Commitment Amount until the Loans Outstanding, second Expansion Loan Commitment Amount is zero and then shall be applied to the payment of the remaining Aggregate Unpaids with respect thereto, including any Breakage Costs, by paying such amounts to the Lenders pro rata, based on their respective Lender PercentagesRevolving Credit Commitment Amount. (c) On the The Expansion Loan Commitment Termination Date for a Committed Lender, the Mandatory Commitment (and the Expansion Loan Commitment Amount) and the Revolving Credit Commitment (and the Revolving Credit Commitment Amount) shall be permanently reduced by the amount of Net Cash Proceeds received by the Borrower or any of its Subsidiaries from the issuance by the Borrower or any of its Subsidiaries of debt securities or from the incurrence by the Borrower or any of its Subsidiaries of any Indebtedness other than Indebtedness permitted under Section 6.2.2. Any reduction required under this subsection (c) shall be effective immediately upon receipt by the Borrower or any of its Subsidiaries of such Committed Lender Net Cash Proceeds. Any reduction pursuant to this subsection (c) shall be automatically reduced applied first to zero. On the Termination Date, Expansion Loan Commitment Amount and then to the Mandatory Commitments Revolving Credit Commitment Amount. (d) The Expansion Loan Commitment (and the Commitments Expansion Loan Commitment Amount) and the Revolving Credit Loan Commitment (and the Revolving Credit Commitment Amount) shall be permanently reduced by the amount of any prepayments required under subsection (f) of Section 3.3. 1. Any reduction pursuant to this subsection (d) shall be applied first to the Expansion Loan Commitment Amount and then to the Revolving Credit Commitment Amount. (e) The Expansion Loan Commitment (and the Expansion Loan Commitment Amount) shall be permanently reduced on any day occurring on or after November 30, 1998 that the principal amount of any Expansion Loans are repaid by the Borrower by the amount of such repayment. (f) The Expansion Loan Commitment (and the Expansion Loan Commitment Amount) shall be permanently reduced on November 30, 1998 by the amount by which the Expansion Loan Commitment Amount on such date exceeds the aggregate outstanding principal amount of all Committed Lenders shall be automatically reduced to zero; provided, that if the Termination Date occurs solely due to the occurrence of an Early Amortization Event and all Lenders have consented to the waiver of Expansion Loans on such Early Amortization Event, then the Mandatory Commitments and the Commitments of all Committed Lenders shall remain at their levels immediately prior to the occurrence of such Early Amortization Eventdate.

Reduction of Commitments. (a) At The US Borrower shall have the right at any time the Borrower may, and from time to time upon at least five (5) US Business Days’ Days prior written notice to the Administrative AgentAgent to reduce by $500,000 or an integral multiple thereof or terminate entirely the Total US Commitment, each Agent, whereupon the Account Bank and each Hedge Counterparty, reduce US Commitments of the Facility Amount to an amount not less than the Loans Outstanding, which reduction US Revolving Credit Banks shall be appliedreduced pro rata in accordance --- ---- with their respective US Commitment Percentages of the amount specified in such notice or, unless otherwise Consented as the case may be, terminated. Promptly after receiving any notice of the US Borrower delivered pursuant to by this (S)2.3 (a) the Administrative Agent and will notify the AgentsUS Revolving Credit Banks of the substance thereof. Upon the effective date of any such reduction or termination, the US Borrower shall pay to the Commitments Administrative Agent for the respective accounts of each Lender pro rata based the US Revolving Credit Banks the full amount of any US Commitment Fee then accrued on the Lender Percentage represented by such Commitment. Any such reduction amount of the Commitment reduction. No reduction or termination of any Lender shall also reduce the related Mandatory Commitment of such Lender by the same amount. If any such written notice is delivered after 3:00 p.m., New York City time, five Business Days prior, such notice shall US Commitments may be deemed to be received prior to 3:00 p.m., New York City time, on the next succeeding Business Day. Each partial reduction shall be in a minimum aggregate amount of $5,000,000 or integral multiples of $1,000,000 in excess thereof. Any request for a reduction in the Facility Amount shall be irrevocable and the Borrower shall deliver no more than four such requests in any 12-month periodreinstated. (b) In connection with The Australian Borrower shall have the right at any reduction time and from time to time upon five (5) Australian Business Days prior written notice to the Australian Agent to reduce by $500,000 or an integral multiple thereof or terminate entirely the Total Australian Commitment, whereupon the Australian Commitments of the Facility AmountAustralian Banks shall be reduced pro rata in --- ---- accordance with their respective Australian Commitment Percentages of the amount specified in such notice or, as the case may be, terminated. Promptly after receiving any notice of the Australian Borrower delivered pursuant to this (S)2.3(b), the Borrower shall remit to Australian Agent will notify the Australian Banks and the Administrative Agent and of the Agents, for payment to each Lender, (i) instructions regarding such reduction and (ii) cash in an amount sufficient to pay any Aggregate Unpaids with respect to such reduction, including any associated Breakage Costs; provided, that no such reduction shall be given effect unless substance thereof. Upon the Borrower has complied with the terms of any Hedging Agreement requiring that one or more Hedge Transactions be terminated in whole or in part as a result effective date of any such reduction in or termination, the Loans Outstanding and the Australian Borrower has paid all Hedge Breakage Costs due shall pay to the relevant Hedge Counterparty Australian Agent for any such termination. Upon receipt the respective accounts of the Australian Banks the full amount of any such amounts, Australian Commitment Fee then accrued on the Administrative Agent and Agents shall apply such amounts first to the pro rata reduction amount of the Loans Outstanding, second to the payment reduction. No reduction or termination of the remaining Aggregate Unpaids with respect thereto, including any Breakage Costs, by paying such amounts to the Lenders pro rata, based on their respective Lender PercentagesTotal Australian Commitments may be reinstated. (c) On The Mexican Borrower shall have the right at any time and from time to time upon five (5) Mexican Business Days prior written notice to the Administrative Agent to reduce by $500,000 or an integral multiple thereof or terminate entirely the Total Mexican Commitment, whereupon the Mexican Commitments of the US Revolving Credit Banks shall be reduced pro --- rata in accordance with their respective Mexican Commitment Termination Date for a Committed LenderPercentages of ---- the amount specified in such notice or, as the case may be, terminated. Promptly after receiving any notice of the Mexican Borrower delivered pursuant to this (S)2.3(c), the Mandatory Commitment and Administrative Agent will notify the Commitment US Revolving Credit Banks of the substance thereof. Upon the effective date of any such Committed Lender shall be automatically reduced to zero. On the Termination Datereduction or termination, the Mandatory Commitments and the Commitments of all Committed Lenders Mexican Borrower shall be automatically reduced to zero; provided, that if the Termination Date occurs solely due pay to the occurrence Administrative Agent for the respective accounts of an Early Amortization Event and all Lenders have consented to the waiver US Revolving Credit Banks the full amount of such Early Amortization Event, any Mexican Commitment Fee then accrued on the Mandatory amount of the reduction. No reduction or termination of the Total Mexican Commitments and the Commitments of all Committed Lenders shall remain at their levels immediately prior to the occurrence of such Early Amortization Eventmay be reinstated.

Reduction of Commitments. (aA) At any time The Total Revolving Credit Commitment shall terminate on the Borrower Final Maturity Date. The Borrowers may, upon without premium or penalty, reduce the Total Revolving Credit Commitment to an amount (which may be zero) not less than the sum of (I) the aggregate unpaid principal amount of all Revolving Loans then outstanding, (II) the aggregate principal amount of all Revolving Loans not yet made as to which a Notice of Borrowing has been given by the Administrative Borrower under Section 2.02, (III) the Letter of Credit Obligations at least such time, and (IV) the stated amount of all Letter of Credit Accommodations not yet issued as to which a request has been made and not withdrawn. (B) The Total Term Loan A Commitment shall terminate on the Final Facility Effective Date. (C) The Total Term Loan B Commitment shall terminate on the Final Facility Effective Date, provided, that, if any Obligations remain outstanding on and after the Final Facility Effective Date, a portion of the Total Term Loan B Commitment equal to the difference between (x) $15,000,000 and (y) the aggregate principal amount of the Carve-Out Term Loan B that have been made whether or not all or any portion of such Carve-Out Term Loan B remains outstanding, shall not terminate on the Final Facility Effective Date but shall, notwithstanding anything in this Agreement to the contrary, terminate on the earlier of (I) the date that all of the Obligations are Paid in Full and (II) December 19, 2006. (ii) Each such voluntary reduction of the Total Revolving Credit Commitment pursuant to Section 2.05(a)(i)(A) shall be in an amount which is an integral multiple of $10,000,000 (unless the Total Revolving Credit Commitment in effect immediately prior to such reduction is less than $10,000,000), shall be made by providing not less than five (5) Business Days’ ' prior written notice to the Administrative Agent, each Agent, the Account Bank and each Hedge Counterparty, reduce the Facility Amount to an amount not less than the Loans Outstanding, which reduction shall be applied, unless otherwise Consented to by the Administrative Agent and the AgentsCollateral Agent and shall be irrevocable. Once reduced, to the Commitments of each Lender pro rata based on the Lender Percentage represented by such CommitmentTotal Revolving Credit Commitment may not be increased. Any Each such reduction of the Total Revolving Credit Commitment shall reduce the applicable Revolving Credit Commitment of any each Lender shall also reduce the related Mandatory Commitment of holding such Lender by the same amount. If any such written notice is delivered after 3:00 p.m., New York City time, five Business Days prior, such notice shall be deemed to be received prior to 3:00 p.m., New York City time, on the next succeeding Business Day. Each partial reduction shall be commitment proportionately in a minimum aggregate amount of $5,000,000 or integral multiples of $1,000,000 in excess accordance with its Pro Rata Share thereof. Any request for a reduction in the Facility Amount shall be irrevocable and the Borrower shall deliver no more than four such requests in any 12-month period. (biii) In connection with any addition, if the Loan Parties prepay the Revolving Loans pursuant to a mandatory prepayment described in Section 2.05(c)(vii), the Total Revolving Credit Commitment shall be permanently reduced in an amount corresponding to the Revolving Loans being prepaid. Each reduction of the Facility AmountTotal Revolving Credit Commitment, shall reduce the Borrower shall remit to the Administrative Agent and the Agents, for payment to each Lender, (i) instructions regarding such reduction and (ii) cash in an amount sufficient to pay any Aggregate Unpaids with respect to such reduction, including any associated Breakage Costs; provided, that no such reduction shall be given effect unless the Borrower has complied with the terms of any Hedging Agreement requiring that one or more Hedge Transactions be terminated in whole or in part as a result of any such reduction in the Loans Outstanding and the Borrower has paid all Hedge Breakage Costs due to the relevant Hedge Counterparty for any such termination. Upon receipt of any such amounts, the Administrative Agent and Agents shall apply such amounts first to the pro rata reduction of the Loans Outstanding, second to the payment of the remaining Aggregate Unpaids with respect thereto, including any Breakage Costs, by paying such amounts to the Lenders pro rata, based on their respective Lender Percentages. (c) On the Commitment Termination Date for a Committed Lender, the Mandatory Commitment and the applicable Revolving Credit Commitment of each Lender holding such Committed Lender shall be automatically reduced to zero. On the Termination Date, the Mandatory Commitments and the Commitments of all Committed Lenders shall be automatically reduced to zero; provided, that if the Termination Date occurs solely due to the occurrence of an Early Amortization Event and all Lenders have consented to the waiver of such Early Amortization Event, then the Mandatory Commitments and the Commitments of all Committed Lenders shall remain at their levels immediately prior to the occurrence of such Early Amortization Eventcommitment proportionately in accordance with its Pro Rata Share thereof.

Reduction of Commitments. (a) At any time the Borrower The Company may, upon at least not less than five (5) Business Days’ ' prior written notice to the Administrative Agent, each Agent, the Account Bank and each Hedge Counterparty, Agent permanently reduce the Facility Amount to Commitments by an amount not less than the Loans Outstanding, which reduction shall be applied, unless otherwise Consented to by the Administrative Agent and the Agents, to the Commitments of each Lender pro rata based on the Lender Percentage represented by such Commitment. Any such reduction of the Commitment of any Lender shall also reduce the related Mandatory Commitment of such Lender by the same amount. If any such written notice is delivered after 3:00 p.m., New York City time, five Business Days prior, such notice shall be deemed to be received prior to 3:00 p.m., New York City time, on the next succeeding Business Day. Each partial reduction shall be in a aggregate minimum aggregate amount of $5,000,000 or integral multiples any multiple of $1,000,000 in excess thereof; unless, after giving effect thereto and to any prepayments of Loans made on the effective date thereof, the then outstanding principal amount of the Loans would exceed the amount of the combined Commitments then in effect. Any request for a reduction in If any prepayment results pursuant to this Section 2.05, then the Facility Amount Company shall be irrevocable and the Borrower shall deliver no more than four such requests in subject to any 12-month periodfunding loss pursuant to Section 3.04. (b) In connection with The Commitments shall be automatically and permanently reduced by (i) an amount equal to 100% of the net cash proceeds of any Indebtedness incurred by the Company or its Subsidiaries other than Indebtedness permitted by Section 7.05(a) through (h), such reduction to be effective upon the receipt thereof by the Company or its Subsidiaries; and (ii) an amount equal to 75% of the net cash proceeds received by the Company or its Subsidiaries from any equity issuance (other than any equity issuance pursuant to the Stock Acquisition, including any related "green shoe" issuance), such reduction to be effective in either case upon the receipt of such net cash proceeds by the Company or its Subsidiaries. Upon any such reduction, the Company will prepay the Loans to the extent the outstanding Loans would otherwise exceed the reduced amount of the combined Commitments. Any such prepayment shall be subject to Section 3.04. To the extent that any reduction of the Facility Amount, Commitments pursuant to this Section would necessitate a prepayment of the Borrower shall remit Loans prior to the Administrative Agent and last day of the Agentsrelevant Interest Period, for payment to each Lender, (i) instructions regarding then such reduction and (ii) net cash proceeds in an amount sufficient to pay make any Aggregate Unpaids with respect to such reduction, including any associated Breakage Costs; provided, that no such reduction prepayment which would have been immediately required but for this sentence shall be given effect unless the Borrower has complied with the terms of any Hedging Agreement requiring that one or more Hedge Transactions be terminated in whole or in part as deposited into a result of any such reduction in the Loans Outstanding and the Borrower has paid all Hedge Breakage Costs due blocked collateral account which is established pursuant to documentation reasonably satisfactory to the relevant Hedge Counterparty for any such termination. Upon receipt of any such amounts, the Administrative Agent and Agents shall apply such amounts first is subject to the pro rata exclusive control of the Agent and, upon the occurrence of such reduction of the Commitments amounts in such account shall be applied to any required prepayments of the Loans Outstanding, second with any remaining balance being returned to the payment of the remaining Aggregate Unpaids with respect thereto, including any Breakage Costs, by paying such amounts to the Lenders pro rata, based on their respective Lender PercentagesCompany. (c) On the Commitment Termination Date for a Committed LenderOnce reduced in accordance with this Section 2.05, the Mandatory Commitment and Commitments may not be increased. Any reduction of the Commitment Commitments shall be applied to each Bank according to its Pro Rata Share. All accrued facility fees to, but not including the effective date of any reduction of Commitments, shall be paid on the effective date of such Committed Lender reduction. (d) The Commitments shall also be automatically and permanently reduced to zero. On the Termination Date, the Mandatory Commitments and the Commitments of all Committed Lenders shall be automatically reduced to zero; provided, that if the Termination Date occurs solely due to zero upon the occurrence of an Early Amortization Event and all Lenders a Change in Control unless the Required Banks have consented to the waiver of otherwise waived in writing such Early Amortization Event, then the Mandatory Commitments and the Commitments of all Committed Lenders shall remain at their levels immediately prior to the occurrence of such Early Amortization Eventreduction.

Reduction of Commitments. (ai) At Borrower may at any time the Borrower maypermanently terminate, upon at least five Business Days’ prior written notice or from time to the Administrative Agent, each Agenttime permanently reduce, the Account Bank and DSR LC Commitments or Security Fund LC Commitments; provided that (A) each Hedge Counterpartyreduction of the DSR LC Commitments or Security Fund LC Commitments, reduce the Facility Amount to as applicable, shall be in an amount that is an integral multiple of $100,000 and not less than $1,000,000 (or, if less, the remaining amount of the DSR LC Commitments or Security Fund LC Commitments, as applicable), (B) Borrower shall not voluntarily terminate or reduce the DSR LC Commitments or Security Fund LC Commitments, if, after giving effect to any concurrent prepayment of DSR LC Loans Outstandingor Security Fund LC Loans or termination and cancellation of any DSR Letter of Credit or Security Fund LC, which reduction as applicable, in accordance with this Section 2.1.6, the DSR LC Exposure or Security Fund LC Exposure, as applicable, would exceed the total DSR LC Commitments or Security Fund LC Commitments, as applicable, and (C) Borrower shall be appliednot voluntarily terminate or reduce the DSR LC Commitments unless, unless otherwise Consented to by after giving effect thereto, the Administrative Agent and the Agents, Debt Service Reserve Account remains funded up to the Commitments of each Lender pro rata based on the Lender Percentage represented by such Commitment. Any such reduction of the Commitment of any Lender shall also reduce the related Mandatory Commitment of such Lender by the same amount. If any such written notice is delivered after 3:00 p.m., New York City time, five Business Days prior, such notice shall be deemed to be received prior to 3:00 p.m., New York City time, on the next succeeding Business Day. Each partial reduction shall be in a minimum aggregate amount of $5,000,000 or integral multiples of $1,000,000 in excess thereof. Any request for a reduction in the Facility Amount shall be irrevocable and the Borrower shall deliver no more than four such requests in any 12-month periodDSR Required Balance. (bii) In connection with any reduction of the Facility Amount, the Borrower shall remit notify Administrative Agent in writing of any election to terminate or reduce Commitments under the foregoing clause at least three Banking Days prior to the Administrative Agent effective date of such termination or reduction, specifying such election and the Agents, for payment to each Lender, (i) instructions regarding such reduction and (ii) cash in an amount sufficient to pay any Aggregate Unpaids with respect to such reduction, including any associated Breakage Costs; provided, that no such reduction shall be given effect unless the Borrower has complied with the terms of any Hedging Agreement requiring that one or more Hedge Transactions be terminated in whole or in part as a result of any such reduction in the Loans Outstanding and the Borrower has paid all Hedge Breakage Costs due to the relevant Hedge Counterparty for any such terminationeffective date thereof. Upon Promptly following receipt of any such amountsnotice, the Administrative Agent and Agents shall apply such amounts first advise the Lenders of the contents thereof. Each notice delivered by Borrower pursuant to the pro rata this clause (ii) shall be irrevocable. Any termination or reduction of the Loans Outstanding, second to the payment of the remaining Aggregate Unpaids with respect thereto, including any Breakage Costs, by paying such amounts to the Lenders pro rata, based on their respective Lender Percentages. (c) On the Commitment Termination Date for a Committed Lender, the Mandatory Commitment and the Commitment of such Committed Lender Commitments shall be automatically reduced permanent; provided that a notice of termination of Commitments delivered by Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by Borrower (by notice to zero. On the Termination Date, the Mandatory Commitments and the Commitments of all Committed Lenders shall be automatically reduced to zero; provided, that if the Termination Date occurs solely due to the occurrence of an Early Amortization Event and all Lenders have consented to the waiver of such Early Amortization Event, then the Mandatory Commitments and the Commitments of all Committed Lenders shall remain at their levels immediately Administrative Agent on or prior to the occurrence specified effective date) if such condition is not satisfied. Each reduction of such Early Amortization EventCommitments shall be made ratably among the Lenders participating in the applicable Loan facility in accordance with their respective Proportionate Shares.

Reduction of Commitments. (a) At The Borrower shall have the right at any time the Borrower may, and from time to time upon at least five (5) Business Days’ Days prior written notice to the Administrative Agent, each Agent, the Account Bank and each Hedge Counterparty, Agent to reduce the Facility Amount to an amount not less than the Loans Outstanding, which reduction shall be applied, unless otherwise Consented to by the Administrative Agent and the Agents, to the Commitments of each Lender pro rata based on the Lender Percentage represented by such Commitment. Any such reduction of the Commitment of any Lender shall also reduce the related Mandatory Commitment of such Lender by the same amount. If any such written notice is delivered after 3:00 p.m., New York City time, five Business Days prior, such notice shall be deemed to be received prior to 3:00 p.m., New York City time, on the next succeeding Business Day. Each partial reduction shall be in a minimum aggregate amount of $5,000,000 or an integral multiples multiple of $1,000,000 in excess thereof or to terminate entirely the Total Commitment in excess of the Revolving Exposure at such time, whereupon the Commitments of the Lenders shall be reduced pro rata in accordance with their respective Commitment Percentages of the amount specified in such notice or, as the case may be, terminated. Promptly after receiving any notice of the Borrower delivered pursuant to this §2.3, the Administrative Agent will notify the Lenders of the substance thereof. Any request for a Upon the effective date of any such reduction in the Facility Amount shall be irrevocable and the Borrower shall deliver no more than four such requests in any 12-month period. (b) In connection with any reduction of the Facility Amountor termination, the Borrower shall remit pay to the Administrative Agent and for the Agents, for payment to each Lender, (i) instructions regarding respective accounts of such Lenders the full amount of any Commitment Fee then accrued on the amount of the reduction. No reduction and (ii) cash in an amount sufficient to pay any Aggregate Unpaids with respect to such reduction, including any associated Breakage Costs; provided, that no such reduction shall or termination of the Commitments may be given effect unless reinstated. If the Total Commitment is terminated or reduced by the Borrower has complied with the terms of any Hedging Agreement requiring that one or more Hedge Transactions be terminated in whole or in part on or prior to the second anniversary of the Closing Date, the Borrower shall pay to the Administrative Agent for the benefit of the Lenders an early termination fee in an amount calculated as follows: (a) if such termination or reduction is concluded on or prior to the first anniversary of the Closing Date, an amount equal to one percent (1%) of the Total Commitment immediately prior to such termination or in the case of a partial reduction, one percent (1%) of the amount of such reduction; (b) if such termination or reduction is concluded after the first anniversary of the Closing Date but on or prior to the second anniversary of the Closing Date, an amount equal to one-half of one percent (0.5%) of the Total Commitment immediately prior to such termination or in the case of a partial reduction, one-half of one percent (0.5%) of the amount of such reduction; or (c) if such termination or reduction is concluded after the second anniversary of the Closing Date, the Borrower will not be required to pay an early termination fee. For greater clarity, the Borrower acknowledges and agrees that as a direct and proximate result of such termination under the aforesaid circumstances, the Lenders will suffer a loss in an amount which is difficult to calculate and determine with certainty and, therefore, as a result of any such reduction the Borrower’s and each Lender’s reasonable endeavour to ascertain and agree in advance to the Loans Outstanding and amount necessary to compensate the Lenders for said loss, the Borrower has paid all Hedge Breakage Costs agreed to pay the aforesaid early termination fees described in this §2.3 in the circumstances described. Notwithstanding the foregoing, no early termination fee shall be payable under this §2.3 due to the relevant Hedge Counterparty for any such termination. Upon receipt repayment or prepayment of any such amounts, the Revolving Loans and the termination of the Total Commitment if the Total Commitment is replaced with a similar commitment from the Administrative Agent or an Affiliate of the Administrative Agent in an amount equal to or greater than $50,000,000 (it being understood that neither the Administrative Agent nor any of its Affiliates shall be under any obligation to provide such commitment and Agents that any such commitment shall apply such amounts first be satisfactory to the pro rata reduction of the Loans Outstanding, second to the payment of the remaining Aggregate Unpaids with respect thereto, including any Breakage Costs, by paying such amounts to the Lenders pro rata, based on their respective Lender PercentagesAdministrative Agent in all respects). (c) On the Commitment Termination Date for a Committed Lender, the Mandatory Commitment and the Commitment of such Committed Lender shall be automatically reduced to zero. On the Termination Date, the Mandatory Commitments and the Commitments of all Committed Lenders shall be automatically reduced to zero; provided, that if the Termination Date occurs solely due to the occurrence of an Early Amortization Event and all Lenders have consented to the waiver of such Early Amortization Event, then the Mandatory Commitments and the Commitments of all Committed Lenders shall remain at their levels immediately prior to the occurrence of such Early Amortization Event.

Reduction of Commitments. (a) At any time the Borrower may, upon at least five Business Days’ prior written notice to the Administrative Agent, each AgentUnless previously terminated, the Account Bank and each Hedge Counterparty, reduce the Facility Amount to an amount not less than the Loans Outstanding, which reduction aggregate Term Commitments shall be appliedautomatically, unless otherwise Consented permanently and irrevocably reduced to by the Administrative Agent and the Agents, to the Commitments of each Lender pro rata based on the Lender Percentage represented by such Commitment. Any such reduction of the Commitment of any Lender shall also reduce the related Mandatory Commitment of such Lender by the same amount. If any such written notice is delivered after 3:00 p.m., New York City time, five Business Days prior, such notice shall be deemed to be received prior to 3:00 zero at 5:00 p.m., New York City time, on the next succeeding Business Day. Each partial reduction Closing Date, such that no additional Term Loan or other extension of credit in respect thereof will be made after the Closing Date; provided that if the Closing Date has not occurred prior to the Commitment Termination Date, all Commitments shall be in a minimum aggregate amount of $5,000,000 or integral multiples of $1,000,000 in excess thereof. Any request for a reduction in terminate on the Facility Amount shall be irrevocable and the Borrower shall deliver no more than four such requests in any 12-month periodCommitment Termination Date. (b) In connection with The Borrower (and, prior to the Combination, Mylan, acting together) may at any time terminate, or from time to time reduce, the Term Commitments; provided that each reduction of the Facility Amount, the Borrower Term Commitments shall remit to the Administrative Agent and the Agents, for payment to each Lender, (i) instructions regarding such reduction and (ii) cash be in an amount sufficient to pay any Aggregate Unpaids with respect to such reductionthat is an integral multiple of $1,000,000 and not less than $1,000,000, including any associated Breakage Costs; provided(or, that no such reduction shall be given effect unless the Borrower has complied with the terms of any Hedging Agreement requiring that one or more Hedge Transactions be terminated in whole or in part as a result of any such reduction in the Loans Outstanding and the Borrower has paid all Hedge Breakage Costs due to the relevant Hedge Counterparty for any such termination. Upon receipt of any such amountsif less, the Administrative Agent and Agents shall apply such amounts first to the pro rata reduction remaining amount of the Loans Outstanding, second to the payment of the remaining Aggregate Unpaids with respect thereto, including any Breakage Costs, by paying such amounts to the Lenders pro rata, based on their respective Lender PercentagesTerm Commitments). (c) On The Borrower shall notify the Commitment Termination Date for a Committed LenderAdministrative Agent in writing (including transmission by electronic communication in accordance with Section 9.01(b)) of any election to terminate or reduce the Term Commitments under paragraph (b) of this Section not later than 12:00 p.m. three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Mandatory Commitment and Administrative Agent shall advise the Commitment Lenders of such Committed Lender the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be automatically reduced to zero. On irrevocable; provided that a notice of termination of the Termination Date, Term Commitments delivered by the Mandatory Commitments and Borrower may state that such notice is conditioned upon the Commitments effectiveness of all Committed Lenders shall be automatically reduced to zero; provided, that if the Termination Date occurs solely due to other credit facilities or instruments of Indebtedness or the occurrence of an Early Amortization Event and all Lenders have consented any other specified event, in which case such notice may be revoked by the Borrower (by notice to the waiver of such Early Amortization Event, then the Mandatory Commitments and the Commitments of all Committed Lenders shall remain at their levels immediately Administrative Agent on or prior to the occurrence specified effective date) if such condition is not satisfied. Any termination or reduction of such Early Amortization Eventthe Term Commitments shall be permanent. Each reduction of the Term Commitments shall be made ratably among the Lenders in accordance with their respective Term Commitments.

Reduction of Commitments. (a) At Subject to the terms and conditions set forth herein, the Borrower Representative shall have the one-time right, at any time during the Borrower mayterm hereof, upon at least five Business Days’ prior written notice to the Administrative Agent, each Agentto permanently reduce the Aggregate Committed Amount. Once decreased, the Account Bank Aggregate Committed Amount may no longer be increased under Section 2.01(b). Any such decrease shall be conditioned and effective upon the satisfaction of each Hedge Counterparty, reduce of the following conditions: (i) any such notice thereof must be received by 11:00 a.m. at least five (5) Business Days prior to the date of reduction. The Administrative Agent will give prompt notice to the Lenders of any such reduction of the Credit Facility Amount and Commitments. (ii) the Commitments may not be reduced to an amount not less than the Loans Outstanding, which Obligations then outstanding. Any reduction of the Aggregate Commitments shall be appliedapplied to the Commitment of each Lender according to its Commitment Percentage thereof. All commitment or other fees accrued until the effective date of any reduction of the Aggregate Commitments shall be paid on the effective date of such reduction. (iii) effective upon such reduction, unless otherwise Consented the Collateral Value Amount shall not be less than the reduced Aggregate Committed Amount. (iv) If the right to reduce the Credit Facility and Commitments is exercised prior to the date that is three (3) years following the Closing Date Borrowers shall pay to Administrative Agent at the time of the reduction, for the account of the Lenders, the Reduction Fee. In connection with any such decrease in the Commitments, Schedule 2.01 shall be revised to reflect the modified Commitments and Commitment Percentages of the Lenders, and the Borrowers shall provide supporting corporate resolutions, legal opinions, promissory notes and other items as may be reasonably requested by the Administrative Agent and the Agents, to the Commitments of each Lender pro rata based on the Lender Percentage represented by such Commitment. Any such reduction of the Commitment of any Lender shall also reduce the related Mandatory Commitment of such Lender by the same amount. If any such written notice is delivered after 3:00 p.m., New York City time, five Business Days prior, such notice shall be deemed to be received prior to 3:00 p.m., New York City time, on the next succeeding Business Day. Each partial reduction shall be Lenders in a minimum aggregate amount of $5,000,000 or integral multiples of $1,000,000 in excess thereof. Any request for a reduction in the Facility Amount shall be irrevocable and the Borrower shall deliver no more than four such requests in any 12-month periodconnection therewith. (b) In connection with any reduction of the Facility Amount, the Borrower shall remit to the Administrative Agent and the Agents, for payment to each Lender, (i) instructions regarding such reduction and (ii) cash in an amount sufficient to pay any Aggregate Unpaids with respect to such reduction, including any associated Breakage Costs; provided, that no such reduction shall be given effect unless the Borrower has complied with the terms of any Hedging Agreement requiring that one or more Hedge Transactions be terminated in whole or in part as a result of any such reduction in the Loans Outstanding and the Borrower has paid all Hedge Breakage Costs due to the relevant Hedge Counterparty for any such termination. Upon receipt of any such amounts, the Administrative Agent and Agents shall apply such amounts first to the pro rata reduction of the Loans Outstanding, second to the payment of the remaining Aggregate Unpaids with respect thereto, including any Breakage Costs, by paying such amounts to the Lenders pro rata, based on their respective Lender Percentages. (c) On the Commitment Termination Date for a Committed Lender, the Mandatory Commitment and the Commitment of such Committed Lender shall be automatically reduced to zero. On the Termination Date, the Mandatory Commitments and the Commitments of all Committed Lenders shall be automatically reduced to zero; provided, that if the Termination Date occurs solely due to the occurrence of an Early Amortization Event and all Lenders have consented to the waiver of such Early Amortization Event, then the Mandatory Commitments and the Commitments of all Committed Lenders shall remain at their levels immediately prior to the occurrence of such Early Amortization Event.

Reduction of Commitments. (a) At any time The Borrower shall have the Borrower mayright, upon at least five Business Days’ prior written fifteen (15) days notice to the Administrative Agent, each Agentto reduce in whole or in part (ratably as to all Lenders) the Expansion Loan Commitment Amount or the Revolving Credit Commitment Amount or both, PROVIDED, HOWEVER, that the Account Bank Expansion Loan Commitment Amount and each Hedge Counterparty, reduce the Facility Revolving Credit Commitment Amount of the Lenders shall not be reduced to an amount not which is less than the aggregate amount of the Expansion Loans Outstandingand Revolving Credit Loans, which respectively, then outstanding after giving effect to any prepayments made in connection with such reduction shall be applied, unless otherwise Consented to by the Administrative Agent and the AgentsBorrower shall pay any Prepayment Fee required under SECTION 3.3.2, to the Commitments of PROVIDED, FURTHER, HOWEVER, that each Lender pro rata based on the Lender Percentage represented by such Commitment. Any such partial reduction of the Expansion Loan Commitment of any Lender shall also reduce Amount or the related Mandatory Revolving Credit Commitment of such Lender by the same amount. If any such written notice is delivered after 3:00 p.m., New York City time, five Business Days prior, such notice shall be deemed to be received prior to 3:00 p.m., New York City time, on the next succeeding Business Day. Each partial reduction Amount shall be in a minimum an aggregate amount of $5,000,000 1,000,000 or an integral multiples multiple of $1,000,000 500,000 in excess thereof (or, if less, the entire amount thereof). Any request for a reduction in the Facility Amount notice given pursuant to this subsection (a) of SECTION 3.3.4 shall be irrevocable irrevocable, and once the Expansion Loan Commitment Amount or the Revolving Credit Commitment Amount, as the case may be, is reduced pursuant to this subsection (a) of SECTION 3.3.4, such amount thereafter may not be reinstated or increased. The Borrower shall deliver no more than four such requests not be permitted to reduce the Revolving Credit Commitment Amount unless the Expansion Loan Commitment Amount has been reduced to zero in any 12-month periodaccordance with the terms hereof. (b) In connection The Expansion Loan Commitment (and the Expansion Loan Commitment Amount) and the Revolving Credit Commitment (and the Revolving Credit Commitment Amount) shall be permanently reduced by the amount of Net Cash Proceeds received by the Borrower or any of its Subsidiaries as a result of any sale or disposition of assets; PROVIDED, HOWEVER, that unless such sale or other disposition would require, whether immediately or with the passage of time, a repayment or prepayment of principal on, or a redemption of, any reduction of the Facility AmountSenior Notes, the Borrower shall remit to the Administrative Agent and the Agents, for payment to each Lender, (i) instructions regarding such reduction and (ii) cash in an amount sufficient to pay any Aggregate Unpaids with respect to such reduction, including any associated Breakage Costs; provided, that no such reduction shall be given effect unless the Borrower has complied with the terms of any Hedging Agreement requiring that one or more Hedge Transactions be terminated in whole or in part required as a result of (i) the sale by the Borrower or any such reduction of its Subsidiaries of assets in the Loans Outstanding and ordinary course of business, (ii) the sale by the Borrower has paid all Hedge Breakage Costs due to the relevant Hedge Counterparty for or any such termination. Upon receipt of its Subsidiaries of any assets in a single transaction or a series of related transactions where the aggregate net book value of such amountsassets sold or disposed does not to exceed $250,000, and (iii) the Administrative Agent disposition by the Borrower or any of its Subsidiaries of up to 5,000 Telephones in the aggregate during the term of this Agreement solely in exchange for other Telephones. Any reduction required under this subsection (b) shall be effective immediately upon receipt by the Borrower or any of its Subsidiaries of Net Cash Proceeds, and Agents shall apply such amounts be applied first to the pro rata reduction of Expansion Loan Commitment Amount until the Loans Outstanding, second Expansion Loan Commitment Amount is zero and then shall be applied to the payment of the remaining Aggregate Unpaids with respect thereto, including any Breakage Costs, by paying such amounts to the Lenders pro rata, based on their respective Lender PercentagesRevolving Credit Commitment Amount. (c) On the The Expansion Loan Commitment Termination Date for a Committed Lender, the Mandatory Commitment (and the Expansion Loan Commitment of such Committed Lender Amount) and the Revolving Credit Commitment (and the Revolving Credit Commitment Amount) shall be automatically permanently reduced to zero. On by the Termination Date, amount of Net Cash Proceeds received by the Mandatory Commitments and Borrower or any of its Subsidiaries from the Commitments issuance by the Borrower or any of all Committed Lenders shall be automatically reduced to zero; provided, that if its Subsidiaries of debt securities or from the Termination Date occurs solely due to incurrence by the occurrence Borrower or any of an Early Amortization Event and all Lenders have consented to the waiver its Subsidiaries of such Early Amortization Event, then the Mandatory Commitments and the Commitments of all Committed Lenders shall remain at their levels immediately prior to the occurrence of such Early Amortization Eventany Indebtedness other than Indebtedness permitted under SECTION 6.2.

Reduction of Commitments. The Borrowers may reduce the Revolver Commitments, subject to payment of the applicable Prepayment Premium (aif any), in accordance with Section 4.04, to an amount (which may be zero) At not less than the sum of (A) the Revolver Usage as of such date, plus (B) the principal amount of all Revolving Loans not yet made as to which a request has been given by a Borrower under Section 2.02(a). Each such reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof (unless the Revolver Commitments are being reduced to zero and the amount of the Revolver Commitments in effect immediately prior to such reduction are less than $5,000,000), shall be made by providing not less than ten (10) Business Days prior written notice to Revolving Agent, and shall be irrevocable. Once reduced, the Revolver Commitments may not be increased. Each such reduction of the Revolver Commitments shall be applied to reduce the Revolver Commitments of each Revolving Lender proportionately in accordance with its ratable share thereof. The Borrowers may from time to time reduce the Borrower mayaggregate 2024-A Delayed Draw Term Loan Commitment and/or the 2024-B Delayed Draw Term Loan Commitment, upon at least in whole or in part, without premium or penalty (except to the extent otherwise set forth in the Amendment No. 3 Fee Letter); provided that, for the avoidance doubt, any voluntary reduction of all or any portion of the 2024-A Delayed Draw Term Loan Commitment shall also be deemed to be a voluntary reduction of the entire 2024-B Delayed Draw Term Loan Commitment. Each such reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof (unless the aggregate 2024-A Delayed Draw Term Loan Commitment or the aggregate 2024-B Delayed Draw Term Loan Commitment, as the case may be, is being reduced to zero and the aggregate amount of such Commitment in effect immediately prior to such reduction is less than $5,000,000), shall be made by providing not less than five (5) Business Days’ Days prior written notice to the Administrative Agent, each Agent, the Account Bank and each Hedge Counterparty, reduce the Facility Amount to an amount not less than the Loans Outstanding, which reduction shall be appliedirrevocable. Once the 2024-A Delayed Draw Term Loan Commitments or the 2024-B Delayed Draw Term Loan Commitments, unless otherwise Consented to by as the Administrative Agent and the Agentscase may be, to the are reduced, such Commitments of each Lender pro rata based on the Lender Percentage represented by such Commitmentmay not be increased. Any Each such reduction of the aggregate 2024-A Delayed Draw Term Loan Commitment shall be applied to the 2024-A Delayed Draw Term Loan Commitment of any each 2024-A Delayed Draw Term Lender shall also reduce the related Mandatory Commitment of proportionately in accordance with its ratable share thereof, and each such Lender by the same amount. If any such written notice is delivered after 3:00 p.m., New York City time, five Business Days prior, such notice shall be deemed to be received prior to 3:00 p.m., New York City time, on the next succeeding Business Day. Each partial reduction shall be in a minimum aggregate amount of $5,000,000 or integral multiples of $1,000,000 in excess thereof. Any request for a reduction in the Facility Amount shall be irrevocable and the Borrower shall deliver no more than four such requests in any 12-month period. (b) In connection with any reduction of the Facility Amount, the Borrower aggregate 2024-AB Delayed Draw Term Loan Commitment shall remit be applied to the Administrative Agent and the Agents, for payment to each Lender, (i) instructions regarding such reduction and (ii) cash in an amount sufficient to pay any Aggregate Unpaids with respect to such reduction, including any associated Breakage Costs; provided, that no such reduction shall be given effect unless the Borrower has complied with the terms of any Hedging Agreement requiring that one or more Hedge Transactions be terminated in whole or in part as a result of any such reduction in the Loans Outstanding and the Borrower has paid all Hedge Breakage Costs due to the relevant Hedge Counterparty for any such termination. Upon receipt of any such amounts, the Administrative Agent and Agents shall apply such amounts first to the pro rata reduction of the Loans Outstanding, second to the payment of the remaining Aggregate Unpaids with respect thereto, including any Breakage Costs, by paying such amounts to the Lenders pro rata, based on their respective Lender Percentages. (c) On the Commitment Termination Date for a Committed Lender, the Mandatory Commitment and the 2024-B Delayed Draw Term Loan Commitment of such Committed each 2024-B Delayed Draw Term Lender shall be automatically reduced to zero. On the Termination Date, the Mandatory Commitments and the Commitments of all Committed Lenders shall be automatically reduced to zero; provided, that if the Termination Date occurs solely due to the occurrence of an Early Amortization Event and all Lenders have consented to the waiver of such Early Amortization Event, then the Mandatory Commitments and the Commitments of all Committed Lenders shall remain at their levels immediately prior to the occurrence of such Early Amortization Eventproportionately in accordance with its ratable share thereof.

Reduction of Commitments. (a) At Subject to the terms and conditions set forth herein, the Borrower Representative shall have the one-time right, at any time during the Borrower mayterm hereof, upon at least five Business Days’ prior written notice to the Administrative Agent, each Agentto permanently reduce the Aggregate Revolving Loan Commitment Amount. Once decreased, the Account Bank Aggregate Revolving Loan Commitment Amount may no longer be increased under Section 2.01(b)(ii). Any such decrease shall be conditioned and effective upon the satisfaction of each Hedge Counterparty, reduce of the following conditions: (A) any such notice thereof must be received by 11:00 a.m. at least five (5) Business Days prior to the date of reduction. The Administrative Agent will give prompt notice to the Lenders of any such reduction of the Credit Facility Amount and Revolving Loan Commitments; (B) the Revolving Loan Commitments may not be reduced to an amount not less than the principal amount of the Revolving Loans, Swingline Loans Outstanding, which and any Letter of Credit Obligations then outstanding. Any reduction of the Aggregate Revolving Loan Commitments shall be appliedapplied to the Revolving Loan Commitment of each Lender according to its Revolving Loan Commitment Percentage thereof. All commitment or other fees accrued until the effective date of any reduction of the Aggregate Revolving Loan Commitments shall be paid on the effective date of such reduction; and (C) effective upon such reduction, unless otherwise Consented the Borrowing Base Amount shall not be less than the reduced Aggregate Revolving Loan Commitment Amount. In connection with any such decrease in the Commitments, Schedule 2.01(b) shall be revised to reflect the modified Revolving Loan Commitments and Revolving Loan Commitment Percentages of the Lenders, and the Borrowers shall provide supporting corporate resolutions, legal opinions, promissory notes and other items as may be reasonably requested by the Administrative Agent and the Agents, to the Commitments of each Lender pro rata based on the Lender Percentage represented by such Commitment. Any such reduction of the Commitment of any Lender shall also reduce the related Mandatory Commitment of such Lender by the same amount. If any such written notice is delivered after 3:00 p.m., New York City time, five Business Days prior, such notice shall be deemed to be received prior to 3:00 p.m., New York City time, on the next succeeding Business Day. Each partial reduction shall be Lenders in a minimum aggregate amount of $5,000,000 or integral multiples of $1,000,000 in excess thereof. Any request for a reduction in the Facility Amount shall be irrevocable and the Borrower shall deliver no more than four such requests in any 12-month periodconnection therewith. (b) In connection with any reduction of the Facility Amount, the Borrower shall remit to the Administrative Agent and the Agents, for payment to each Lender, (i) instructions regarding such reduction and (ii) cash in an amount sufficient to pay any Aggregate Unpaids with respect to such reduction, including any associated Breakage Costs; provided, that no such reduction shall be given effect unless the Borrower has complied with the terms of any Hedging Agreement requiring that one or more Hedge Transactions be terminated in whole or in part as a result of any such reduction in the Loans Outstanding and the Borrower has paid all Hedge Breakage Costs due to the relevant Hedge Counterparty for any such termination. Upon receipt of any such amounts, the Administrative Agent and Agents shall apply such amounts first to the pro rata reduction of the Loans Outstanding, second to the payment of the remaining Aggregate Unpaids with respect thereto, including any Breakage Costs, by paying such amounts to the Lenders pro rata, based on their respective Lender Percentages. (c) On the Commitment Termination Date for a Committed Lender, the Mandatory Commitment and the Commitment of such Committed Lender shall be automatically reduced to zero. On the Termination Date, the Mandatory Commitments and the Commitments of all Committed Lenders shall be automatically reduced to zero; provided, that if the Termination Date occurs solely due to the occurrence of an Early Amortization Event and all Lenders have consented to the waiver of such Early Amortization Event, then the Mandatory Commitments and the Commitments of all Committed Lenders shall remain at their levels immediately prior to the occurrence of such Early Amortization Event.

Reduction of Commitments. (a) At The Revolving Credit Commitment shall reduce to the sum of the aggregate outstanding principal amount of the Acquisition Loans plus the Working Capital Sublimit on the Acquisition Loan Availability Termination Date, and thereafter by the amount of each payment made or required to be made pursuant to Section 2.05 or Section 2.06 which is applied against the Acquisition Loans. (b) The Company shall have the right at any time to terminate in whole this Agreement, or from time to time, irrevocably to reduce in part the Borrower may, amount of the Revolving Credit Commitments upon at least five Business Days’ 30 days' prior written notice to the Administrative Agent, each Agent, the Account Bank and each Hedge Counterparty, reduce the Facility Amount to an amount not less than the Loans Outstanding, which reduction shall be applied, unless otherwise Consented to by the Administrative Agent and the Agents, to the Commitments of each Lender pro rata based on the Lender Percentage represented by such Commitment. Any such reduction of the Commitment of any Lender shall also reduce the related Mandatory Commitment of such Lender by the same amount. If any such written notice is delivered after 3:00 p.m., New York City time, five Business Days prior, such Such notice shall be deemed to be received prior to 3:00 p.m., New York City time, irrevocable on the next succeeding Business Day. Each partial part of the Company and shall specify the effective date of such reduction or termination, whether a termination or reduction is being made, and, in the case of any reduction, the amount thereof shall be in a minimum aggregate an amount of Two Million Five Hundred Thousand Dollars ($5,000,000 2,500,000) or an integral multiples of $1,000,000 in excess multiple thereof. Any request for a reduction in the Facility Amount shall be irrevocable and the Borrower shall deliver no more than four such requests in Upon any 12-month period. (b) In connection with any reduction of the Facility Amount, the Borrower shall remit to the Administrative Agent and the Agents, for payment to each Lender, (i) instructions regarding such reduction and (ii) cash in an amount sufficient to pay any Aggregate Unpaids with respect to such reduction, including the Company shall simultaneously prepay any associated Breakage Costs; providedoutstanding Revolving Credit Loans to the extent necessary so that the aggregate outstanding principal amount of the Revolving Credit Loans and Letter of Credit Liabilities does not exceed the amount of the Revolving Credit Commitment after giving effect to any partial reduction thereof. The aforesaid prior notice requirement shall not apply to the Agent's exercise of remedies under Section 7.01. In the event the Company exercises its rights under this paragraph to prepay the Revolving Credit Loans and terminate this Agreement or permanently reduce the Revolving Credit Commitments, the Company agrees that no such reduction prepayment shall be given effect unless accompanied by the Borrower has complied with payment by the terms Company to the Agent for the ratable account of the Lenders of all accrued and unpaid interest and, in the case of a termination of this Agreement, all accrued fees and other remaining Obligations hereunder. The amount of any Hedging Revolving Credit Commitment may not be reinstated if it is reduced or if this Agreement requiring that one or more Hedge Transactions be is terminated in whole or in part as a result of any such reduction in by the Loans Outstanding and the Borrower has paid all Hedge Breakage Costs due to the relevant Hedge Counterparty for any such termination. Upon receipt of any such amounts, the Administrative Agent and Agents shall apply such amounts first to the pro rata reduction of the Loans Outstanding, second to the payment of the remaining Aggregate Unpaids with respect thereto, including any Breakage Costs, by paying such amounts to the Lenders pro rata, based on their respective Lender PercentagesCompany. (c) On the Commitment Termination Date for a Committed Lender, the Mandatory Commitment and the Commitment of such Committed Lender shall be automatically reduced to zero. On the Termination Date, the Mandatory Commitments and the Commitments of all Committed Lenders shall be automatically reduced to zero; provided, that if the Termination Date occurs solely due to the occurrence of an Early Amortization Event and all Lenders have consented to the waiver of such Early Amortization Event, then the Mandatory Commitments and the Commitments of all Committed Lenders shall remain at their levels immediately prior to the occurrence of such Early Amortization Event.

Reduction of Commitments. (a) At any time the Borrower may, upon at least five Business Days’ prior written notice to the Administrative Agent, each Agent, the Account Bank and each Hedge Counterparty, reduce the Facility Amount to an amount not less than the Loans Outstanding, which reduction shall be applied, unless otherwise Consented to by the Administrative Agent The Revolving Commitments and the Agents, to the Commitments of each Lender pro rata based LC Commitment shall automatically terminate on the Lender Percentage represented by such Commitment. Any such reduction of the Commitment of any Lender shall also reduce the related Mandatory Commitment of such Lender by the same amount. If any such written notice is delivered after 3:00 p.m., New York City time, five Business Days prior, such notice shall be deemed to be received prior to 3:00 p.m., New York City time, on the next succeeding Business Day. Each partial reduction shall be in a minimum aggregate amount of $5,000,000 or integral multiples of $1,000,000 in excess thereof. Any request for a reduction in the Facility Amount shall be irrevocable and the Borrower shall deliver no more than four such requests in any 12-month periodapplicable Maturity Date. (b) In connection with The Borrower may at any reduction of the Facility Amounttime terminate, or from time to time reduce, the Borrower shall remit to the Administrative Agent and the Agents, for payment to each Lender, Revolving Commitments; provided that (i) instructions regarding any such reduction shall be in an amount that is an integral multiple of $1,000,000 and (ii) cash in an amount sufficient to pay any Aggregate Unpaids with respect to such reduction, including any associated Breakage Costs; provided, that no such reduction the Revolving Commitments shall be given effect unless the Borrower has complied with the terms of any Hedging Agreement requiring that one or more Hedge Transactions not be terminated or reduced if after giving effect to any concurrent prepayment of the Revolving Loans in whole or in part as a result of any such reduction in the Loans Outstanding and the Borrower has paid all Hedge Breakage Costs due to the relevant Hedge Counterparty for any such termination. Upon receipt of any such amountsaccordance with Section 5.01, the Administrative Agent and Agents shall apply such amounts first to Aggregate Exposures would exceed the pro rata reduction of the Loans Outstanding, second to the payment of the remaining Aggregate Unpaids with respect thereto, including any Breakage Costs, by paying such amounts to the Lenders pro rata, based on their respective Lender PercentagesCommitments. (c) On The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Aggregate Commitments under paragraph (b) of this Section 4.02 at least two (2) Business Days (or such shorter period as the Administrative Agent may agree to in its sole and absolute discretion) prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section 4.02(c) shall be irrevocable except that, to the extent delivered in connection with a refinancing of the Obligations, such notice shall not be irrevocable until such refinancing is closed and funded. Any effectuated termination or reduction of the Aggregate Commitments shall be permanent. Each reduction of the Aggregate Commitments shall be made ratably among the Lenders in accordance with their respective Revolving Commitments. (d) In addition to any other mandatory commitment reductions pursuant to this Section 4.02, the Total Initial Term Loan Commitment Termination shall terminate in its entirety on the Closing Date after the funding of all Initial Term Loans on such date. (e) In addition to any other mandatory commitment reductions pursuant to this Section 4.02, the Total Incremental Term Loan Commitment pursuant to an Incremental Amendment (and the Incremental Term Loan Commitment of each Lender with such a Commitment) shall terminate in its entirety on the Incremental Term Loan Borrowing Date for a Committed Lender, such Total Incremental Term Loan Commitment after the Mandatory funding of all relevant Incremental Term Loans on such date. (f) Each reduction to the Total Initial Term Loan Commitment and the Total Incremental Term Loan Commitment of such Committed Lender under a given Tranche pursuant to this Section 4.02 as provided above (or pursuant to Section 5.02) shall be automatically reduced applied proportionately to zero. On reduce the Termination DateInitial Term Loan Commitment or the Incremental Term Loan Commitment under such Tranche, as the case may be, of each Lender with such a Commitment. (g) In addition to any other mandatory commitment reductions pursuant to this Section 4.02, the Mandatory Commitments and Total B-1 Commitment shall terminate in its entirety on the Commitments Amendment No. 2 Effective Date after the funding of all Committed Lenders Term B-1 Loans on such date. (h) In addition to any other mandatory commitment reductions pursuant to this Section 4.02, the Total B-2 Commitment shall be automatically reduced to zero; provided, that if terminate in its entirety on the Termination Amendment No. 3 Effective Date occurs solely due to after the occurrence of an Early Amortization Event and all Lenders have consented to the waiver of such Early Amortization Event, then the Mandatory Commitments and the Commitments funding of all Committed Lenders shall remain at their levels immediately prior to the occurrence of Term B-2 Loans on such Early Amortization Eventdate.

Reduction of Commitments. (ai) At any time The Total Revolving Credit Commitment shall terminate on the Final Maturity Date. (ii) The Borrower may reduce the Total Revolving B Credit Commitment to an amount (which may be zero) not less than the sum of (i) the aggregate unpaid principal amount of all Revolving B Loans then outstanding and (ii) the aggregate principal amount of all Revolving B Loans not yet made as to which a Notice of Borrowing has been given by the Borrower mayunder Section 2.02. Each such reduction shall be in an amount which is an integral multiple of $3,000,000 (unless the Total Revolving Credit Commitment in effect immediately prior to such reduction is less than $3,000,000), upon at least shall be made by providing not less than five (5) Business Days’ ' prior written notice to the Administrative Agent, each AgentAgent and shall be irrevocable. Once reduced, the Account Bank and each Hedge Counterparty, reduce Total Revolving B Credit Commitment may not be increased. To the Facility Amount to an amount not less than extent all or any portion of the Loans Outstanding, which reduction Total Revolving B Credit Commitment shall be appliedreduced in accordance with this Section 2.05(a) prior to the day that is 60 days prior to the third anniversary of the Effective Date, unless otherwise Consented the Borrower shall pay to by the Administrative Agent for the account of the Revolving B Loan Lenders a commitment reduction fee equal to: (i) 3% of the amount of such commitment reduction, if such reduction occurs at any time from the Effective Date until and including the Agentsfirst anniversary of the Effective Date, (ii) 2% of the amount of such commitment reduction, if such reduction occurs at any time after the first anniversary of the Effective Date until and including the second anniversary of the Effective Date, and (iii) 1% of the amount of such commitment reduction, if such reduction occurs at any time after the second anniversary of the Effective Date until and including the day that is 60 days prior to the Commitments third anniversary of each Lender pro rata based on the Lender Percentage represented by Effective Date; provided, however, that no such Commitmentcommitment reduction fee shall be due and payable if the Total Revolving Credit Commitment is terminated in connection with such reduction (in which case the early termination fee provisions set forth in Section 2.06(f) shall govern the payment any such fee). Any Each such reduction of the Total Revolving B Credit Commitment shall reduce the Revolving B Credit Commitment of any each Revolving B Loan Lender shall also reduce the related Mandatory Commitment of such Lender by the same amount. If any such written notice is delivered after 3:00 p.m., New York City time, five Business Days prior, such notice shall be deemed to be received prior to 3:00 p.m., New York City time, on the next succeeding Business Day. Each partial reduction shall be proportionately in a minimum aggregate amount of $5,000,000 or integral multiples of $1,000,000 in excess accordance with its Pro Rata Share thereof. Any request for a reduction in the Facility Amount shall be irrevocable and the Borrower shall deliver no more than four such requests in any 12-month period. (biii) In connection with any reduction of the Facility AmountThe Total Revolving B Credit Commitment shall be reduced to $53,000,000 on October 29, the Borrower shall remit to the Administrative Agent and the Agents2004, for payment to each Lender, (i) instructions regarding such reduction and (ii) cash in an amount sufficient to pay any Aggregate Unpaids with respect so long as Revolving A Availability is not less than $5,000,000 immediately after giving effect to such reduction, including any associated Breakage Costs; provided, that no such reduction shall be given effect unless the Borrower has complied with the terms of any Hedging Agreement requiring that one or more Hedge Transactions be terminated in whole or in part as a result of any such reduction in the Loans Outstanding and the Borrower has paid all Hedge Breakage Costs due to the relevant Hedge Counterparty for any such termination. Upon receipt of any such amounts, the Administrative Agent and Agents shall apply such amounts first to the pro rata reduction of the Loans Outstanding, second to the payment of the remaining Aggregate Unpaids with respect thereto, including any Breakage Costs, by paying such amounts to the Lenders pro rata, based on their respective Lender Percentages. (c) On the Commitment Termination Date for a Committed Lender, the Mandatory Commitment and the Commitment of such Committed Lender shall be automatically reduced to zero. On the Termination Date, the Mandatory Commitments and the Commitments of all Committed Lenders shall be automatically reduced to zero; provided, that if the Termination Date occurs solely due to the occurrence of an Early Amortization Event and all Lenders have consented to the waiver of such Early Amortization Event, then the Mandatory Commitments and the Commitments of all Committed Lenders shall remain at their levels immediately prior to the occurrence of such Early Amortization Event.

Reduction of Commitments. (ai) At any time Harley may permanently reduce the Borrower mayAggregate Commitment in whole, or in part ratably among the Lenders, in an aggregate minimum amount of $10,000,000 and integral multiples of $5,000,000 in excess of that amount, upon at least five (5) Business Days’ prior written notice to the Global Administrative Agent, each Agentwhich notice shall specify the amount of any such reduction; provided, however, that the Account Bank amount of the Aggregate Commitment may not be reduced below the sum of the aggregate principal amount of the outstanding Advances. All accrued and unpaid commitment fees shall be payable on the effective date of any termination of the obligations of the Lenders to make Loans hereunder. The Global Administrative Agent shall promptly distribute to the relevant Lenders any notices received by it under this Section 2.4(a)(i). Any such notice delivered by Harley pursuant to this Section 2.4(a)(i) may state that such notice is conditioned upon the effectiveness of other credit facilities or other transactions specified therein, in which case such notice may be revoked by Harley (by notice to the Global Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. (ii) Notwithstanding the foregoing, upon the acquisition of one Lender by another Lender, or the merger, consolidation or other combination of any two or more Lenders (any such acquisition, merger, consolidation or other combination being referred to hereinafter as a “Combination” and each Hedge CounterpartyLender which is a party to such Combination being hereinafter referred to as a “Combined Lender”), Harley may notify the Global Administrative Agent that it desires to reduce the Facility Amount Commitment of the Lender surviving such Combination (the “Surviving Lender”) to an amount not less than equal to the Loans Outstanding, Commitment of that Combined Lender which reduction shall be applied, unless otherwise Consented had the largest Commitment of each of the Combined Lenders party to by such Combination (such largest Commitment being the Administrative Agent “Surviving Commitment” and the Agents, to the Commitments of each Lender pro rata based on the Lender Percentage represented by such Commitmentother Combined Lenders being hereinafter referred to, collectively, as the “Retired Commitments”). Any If the Required Lenders (determined as set forth below) and the Global Administrative Agent agree to such reduction in the Surviving Lender’s Commitment, then (i) the aggregate amount of the Commitments shall be reduced by the Retired Commitments effective upon the effective date of the Combination (or such later date as Harley may specify in its request), provided, that, on or before such date the Borrowers have paid in full the outstanding principal amount of the Loans of each of the Combined Lenders other than the Combined Lender whose Commitment is the Surviving Commitment, (ii) from and after the effective date of any such reduction, the Surviving Lender shall also reduce have no obligation with respect to the related Mandatory Commitment of Retired Commitments, and (iii) Harley shall notify the Global Administrative Agent whether they wish such Lender by the same amountreduction to be a permanent reduction or a temporary reduction. If any such written notice reduction is delivered after 3:00 p.m.to be a temporary reduction, New York City timethen Harley shall be responsible for finding one or more financial institutions (each, five Business Days priora “Replacement Lender”), acceptable to the Global Administrative Agent (such notice acceptance not to be unreasonably withheld or delayed), willing to assume the obligations of a Lender hereunder with aggregate Commitments up to the amount of the Retired Commitments. The Global Administrative Agent may require the Replacement Lenders to execute such documents, instruments or agreements as the Global Administrative Agent deems necessary or desirable to evidence such Replacement Lenders’ agreement to become parties hereunder. For purposes of this Section 2.4(a)(ii), Required Lenders shall be determined as if the reduction in the aggregate amount of the Commitments requested by Harley had occurred (i.e., the Combined Lenders shall be deemed to be received prior have a single Commitment equal to 3:00 p.m., New York City time, on the next succeeding Business Day. Each partial reduction shall be in a minimum Surviving Commitment and the aggregate amount of $5,000,000 or integral multiples of $1,000,000 in excess thereof. Any request for a reduction in the Facility Amount Commitments shall be irrevocable and deemed to have been reduced by the Borrower shall deliver no more than four such requests in any 12-month periodRetired Commitments). (b) In connection with any reduction of the Facility Amount, the Borrower shall remit to the Administrative Agent and the Agents, for payment to each Lender, (i) instructions regarding such reduction and (ii) cash in an amount sufficient to pay any Aggregate Unpaids with respect to such reduction, including any associated Breakage Costs; provided, that no such reduction shall be given effect unless the Borrower has complied with the terms of any Hedging Agreement requiring that one or more Hedge Transactions be terminated in whole or in part as a result of any such reduction in the Loans Outstanding and the Borrower has paid all Hedge Breakage Costs due to the relevant Hedge Counterparty for any such termination. Upon receipt of any such amounts, the Administrative Agent and Agents shall apply such amounts first to the pro rata reduction of the Loans Outstanding, second to the payment of the remaining Aggregate Unpaids with respect thereto, including any Breakage Costs, by paying such amounts to the Lenders pro rata, based on their respective Lender Percentages. (c) On the Commitment Termination Date for a Committed Lender, the Mandatory Commitment and the Commitment of such Committed Lender shall be automatically reduced to zero. On the Termination Date, the Mandatory Commitments and the Commitments of all Committed Lenders shall be automatically reduced to zero; provided, that if the Termination Date occurs solely due to the occurrence of an Early Amortization Event and all Lenders have consented to the waiver of such Early Amortization Event, then the Mandatory Commitments and the Commitments of all Committed Lenders shall remain at their levels immediately prior to the occurrence of such Early Amortization Event.

Reduction of Commitments. (a) At The Revolving Credit Commitment shall reduce: (i) to the amount of the aggregate outstanding principal amount of the Revolving Credit Loans on the Availability Termination Date, (ii) after such date, by the amount of each payment made pursuant to Section 2.06, and (iii) by the amount of each payment required pursuant to Section 2.05 (c) and (d). (b) The Company shall have the right at any time to terminate in whole this Agreement, or from time to time, irrevocably to reduce in part the Borrower may, amount of the Revolving Credit Commitment upon at least five Business Days’ 15 days' prior written notice to the Administrative Agent, in each Agentcase without penalty or premium, except that if the Company terminates in whole this Agreement within the first twelve (12) months following the Closing Date, the Account Bank and each Hedge CounterpartyCompany shall, reduce subject to Section 8.08, pay to the Facility Amount to Lenders an amount not less than the Loans Outstanding, which reduction shall be applied, unless otherwise Consented equal to by the Administrative Agent and the Agents, to the Commitments of each Lender pro rata based on the Lender Percentage represented by such Commitment. Any such reduction three percent (3.00%) of the maximum Revolving Credit Commitment of at any Lender shall also reduce one time prior to such termination (the related Mandatory Commitment of such Lender by the same amount"EARLY TERMINATION FEE"). If any such written notice is delivered after 3:00 p.m., New York City time, five Business Days prior, such Such notice shall be deemed to be received prior to 3:00 p.m., New York City time, irrevocable on the next succeeding Business Day. Each partial part of the Company and shall specify the effective date of such reduction or termination, whether a termination or reduction is being made, and, in the case of any reduction, the amount thereof shall be in a minimum aggregate an amount of Five Million Dollars ($5,000,000 5,000,000) or an integral multiples of $1,000,000 in excess multiple thereof. Any request for a Upon any such reduction, the Company shall simultaneously prepay any outstanding Revolving Credit Loans to the extent necessary so that the aggregate outstanding principal amount of the Revolving Credit Loans does not exceed the amount of the Revolving Credit Commitment after giving effect to any partial reduction in thereof. The aforesaid prior notice requirement shall not apply to the Facility Amount Agent's exercise of remedies under Section 7.01. In the event the Company exercises its rights under this paragraph to prepay the Revolving Credit Loans and terminate this Agreement, the Company agrees that such prepayment shall be irrevocable accompanied by the payment by the Company of all accrued and the Borrower shall deliver no more than four such requests in any 12-month period. (b) In connection with any reduction unpaid interest and all fees and other remaining Obligations. The amount of the Facility Amount, Revolving Credit Commitment may not be reinstated if it is reduced or if this Agreement is terminated by the Borrower shall remit to the Administrative Agent Company. The Company acknowledges and the Agents, for payment to each Lender, agrees that (i) instructions regarding such reduction and it would be difficult or impracticable to determine the Lender's actual damages from any early termination of this Agreement, (ii) cash in an amount sufficient the Early Termination Fee is intended to pay any Aggregate Unpaids with respect to such reduction, including any associated Breakage Costs; provided, that no such reduction shall be given effect unless the Borrower has complied with the terms of any Hedging Agreement requiring that one or more Hedge Transactions be terminated in whole or in part as a result of any such reduction in the Loans Outstanding fair and the Borrower has paid all Hedge Breakage Costs due to the relevant Hedge Counterparty for any such termination. Upon receipt of any such amounts, the Administrative Agent and Agents shall apply such amounts first to the pro rata reduction of the Loans Outstanding, second to the payment of the remaining Aggregate Unpaids with respect thereto, including any Breakage Costs, by paying such amounts to the Lenders pro rata, based on their respective Lender Percentages. (c) On the Commitment Termination Date for a Committed Lender, the Mandatory Commitment and the Commitment reasonable approximation of such Committed Lender shall damages and (iii) the Early Termination Fee is not intended to be automatically reduced to zero. On the Termination Date, the Mandatory Commitments and the Commitments of all Committed Lenders shall be automatically reduced to zero; provided, that if the Termination Date occurs solely due to the occurrence of an Early Amortization Event and all Lenders have consented to the waiver of such Early Amortization Event, then the Mandatory Commitments and the Commitments of all Committed Lenders shall remain at their levels immediately prior to the occurrence of such Early Amortization Eventa penalty.

Reduction of Commitments. (a) At Borrower may at any time or from time to time permanently reduce in whole or ratably in part the Borrower may, upon at least five Business Days’ prior written notice to Tranche A Commitments or the Administrative Agent, each Agent, Tranche B Commitments of the Account Bank and each Hedge Counterparty, reduce the Facility Amount Banks hereunder to an amount not less than the Loans Outstanding, which reduction shall be applied, unless otherwise Consented to by the Administrative Agent and the Agents, to the Commitments of each Lender pro rata based on the Lender Percentage represented by such Commitment. Any such reduction aggregate principal amount of the Tranche A Loans (including Swing Loans) or Tranche B Loans, as appropriate, then outstanding; provided, however, that the Tranche A Commitment shall not be reduced either in whole or in part unless Borrower shall have first permanently reduced in whole the Tranche B Commitments. Borrower shall give Agent not fewer than three (3) Business Days' notice of any Lender shall also reduce the related Mandatory Commitment of such Lender by the same amount. If reduction, provided that any such written notice is delivered after 3:00 p.m., New York City time, five Business Days prior, such notice shall be deemed to be received prior to 3:00 p.m., New York City time, on the next succeeding Business Day. Each partial reduction shall be in a minimum an aggregate amount for all of the Banks of Five Million Dollars ($5,000,000 or integral multiples 5,000,000), increased by increments of One Million Dollars ($1,000,000 in excess 1,000,000). Agent shall promptly notify each Bank of the date of each such reduction and such Bank's proportionate share thereof. Any request for a reduction in After each such reduction, the Facility Amount facility fees payable hereunder shall be irrevocable calculated upon the amount of the Tranche A Commitments or the Tranche B Commitments, as appropriate, as so reduced. If Borrower reduces in whole the Tranche A Commitments or the Tranche B Commitments of the Banks, on the effective date of such reduction (Borrower having prepaid in full the unpaid principal balance, if any, of the appropriate Notes, together with all interest and facility and other fees accrued and unpaid), all of the Borrower appropriate Notes shall deliver no more than four be delivered to Agent marked "Canceled" and Agent shall redeliver such requests in any 12-month period. (b) In connection with any Notes to Borrower. Any partial reduction of the Facility Amount, Tranche A Commitments or the Borrower shall remit to the Administrative Agent and the Agents, for payment to each Lender, (i) instructions regarding such reduction and (ii) cash in an amount sufficient to pay any Aggregate Unpaids with respect to such reduction, including any associated Breakage Costs; provided, that no such reduction Tranche B Commitments shall be given effect unless effective during the Borrower has complied with the terms of any Hedging Agreement requiring that one or more Hedge Transactions be terminated in whole or in part as a result of any such reduction in the Loans Outstanding and the Borrower has paid all Hedge Breakage Costs due to the relevant Hedge Counterparty for any such termination. Upon receipt of any such amounts, the Administrative Agent and Agents shall apply such amounts first to the pro rata reduction remainder of the Loans Outstanding, second to the payment of the remaining Aggregate Unpaids with respect thereto, including any Breakage Costs, by paying such amounts to the Lenders pro rata, based on their respective Lender Percentagesapplicable Commitment Period. (c) On the Commitment Termination Date for a Committed Lender, the Mandatory Commitment and the Commitment of such Committed Lender shall be automatically reduced to zero. On the Termination Date, the Mandatory Commitments and the Commitments of all Committed Lenders shall be automatically reduced to zero; provided, that if the Termination Date occurs solely due to the occurrence of an Early Amortization Event and all Lenders have consented to the waiver of such Early Amortization Event, then the Mandatory Commitments and the Commitments of all Committed Lenders shall remain at their levels immediately prior to the occurrence of such Early Amortization Event.

Reduction of Commitments. (ai) At any time Revolving Credit Commitments. The Total Revolving Credit Commitment shall terminate on the Final Maturity Date. On or after the first anniversary of the Effective Date, the Borrower may, upon without premium or penalty, reduce the Total Revolving Credit Commitment to an amount (which may be zero) not less than the sum of (A) the aggregate unpaid principal amount of all Revolving Loans then outstanding, (B) the aggregate principal amount of all Revolving Loans not yet made as to which a Notice of Borrowing has been given by the Borrower under Section 2.02, (C) the Letter of Credit Obligations at least five such time and (D) the stated amount of all Letters of Credit not yet issued as to which a request has been made and not withdrawn. Each such reduction shall be in an amount which is an integral multiple of $1,000,000 (unless the Total Revolving Credit Commitment in effect immediately prior to such reduction is less than $1,000,000), shall be made by providing not less than 3 Business Days’ Days prior written notice to the Administrative Agent, each Agent, the Account Bank Agent and each Hedge Counterparty, reduce the Facility Amount to an amount not less than the Loans Outstanding, which reduction shall be appliedirrevocable; provided that, unless otherwise Consented a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the consummation of financing that will refinance the Indebtedness under this Agreement, in which case such notice may be revoked by the Borrower if such condition is not satisfied (by notice to by the Administrative Agent and the Agents, on or prior to the specified effective date), and if such notice is revoked then, anything to the contrary contained herein notwithstanding, the failure to terminate the Commitments of each Lender pro rata based on the Lender Percentage represented by date specified in such Commitmentnotice shall not constitute an Event of Default. Any Once reduced, the Total Revolving Credit Commitment may not be increased. Each such reduction of the Total Revolving Credit Commitment shall reduce the Revolving Credit Commitment of any each Lender shall also reduce the related Mandatory Commitment of such Lender by the same amount. If any such written notice is delivered after 3:00 p.m., New York City time, five Business Days prior, such notice shall be deemed to be received prior to 3:00 p.m., New York City time, on the next succeeding Business Day. Each partial reduction shall be proportionately in a minimum aggregate amount of $5,000,000 or integral multiples of $1,000,000 in excess accordance with its Pro Rata Share thereof. Any request for a reduction in the Facility Amount shall be irrevocable and the Borrower shall deliver no more than four such requests in any 12-month period. (b) In connection with any reduction of the Facility Amount, the Borrower shall remit to the Administrative Agent and the Agents, for payment to each Lender, (i) instructions regarding such reduction and (ii) cash in an amount sufficient to pay any Aggregate Unpaids with respect to such reduction, including any associated Breakage Costs; provided, that no such reduction shall be given effect unless the Borrower has complied with the terms of any Hedging Agreement requiring that one or more Hedge Transactions be terminated in whole or in part as a result of any such reduction in the Loans Outstanding and the Borrower has paid all Hedge Breakage Costs due to the relevant Hedge Counterparty for any such termination. Upon receipt of any such amounts, the Administrative Agent and Agents shall apply such amounts first to the pro rata reduction of the Loans Outstanding, second to the payment of the remaining Aggregate Unpaids with respect thereto, including any Breakage Costs, by paying such amounts to the Lenders pro rata, based on their respective Lender Percentages. (c) On the Commitment Termination Date for a Committed Lender, the Mandatory Commitment and the Commitment of such Committed Lender shall be automatically reduced to zero. On the Termination Date, the Mandatory Commitments and the Commitments of all Committed Lenders shall be automatically reduced to zero; provided, that if the Termination Date occurs solely due to the occurrence of an Early Amortization Event and all Lenders have consented to the waiver of such Early Amortization Event, then the Mandatory Commitments and the Commitments of all Committed Lenders shall remain at their levels immediately prior to the occurrence of such Early Amortization Event.

Reduction of Commitments. (a) At any time the Borrower may, upon at least five Business Days’ ' prior written notice to the Administrative Agent, each Agent, the Account Bank and each Hedge Counterparty, reduce the Facility Amount to an amount not less than the Loans Outstanding, which reduction shall be applied, unless otherwise Consented to by the Administrative Agent and the Agents, to the Commitments of each Lender pro rata based on the Lender Percentage represented by such Commitment. Any such reduction of the Commitment of any Lender shall also reduce the related Mandatory Commitment of such Lender by the same amount. If any such written notice is delivered after 3:00 p.m., New York City time, five Business Days prior, such notice shall be deemed to be received prior to 3:00 p.m., New York City time, on the next succeeding Business Day. Each partial reduction shall be in a minimum aggregate amount of $5,000,000 or integral multiples of $1,000,000 in excess thereof. Any request for a reduction in the Facility Amount shall be irrevocable and the Borrower shall deliver no more than four such requests in any 12-month period. (b) In connection with any reduction of the Facility Amount, the Borrower shall remit to the Administrative Agent and the Agents, for payment to each Lender, (i) instructions regarding such reduction and (ii) cash in an amount sufficient to pay any Aggregate Unpaids with respect to such reduction, including any associated Breakage Costs; provided, that no such reduction shall be given effect unless the Borrower has complied with the terms of any Hedging Agreement requiring that one or more Hedge Transactions be terminated in whole or in part as a result of any such reduction in the Loans Outstanding and the Borrower has paid all Hedge Breakage Costs due to the relevant Hedge Counterparty for any such termination. Upon receipt of any such amounts, the Administrative Agent and Agents shall apply such amounts first to the pro rata reduction of the Loans Outstanding, second to the payment of the remaining Aggregate Unpaids with respect thereto, including any Breakage Costs, by paying such amounts to the Lenders pro rata, based on their respective Lender Percentages. (c) On the Commitment Termination Date for a Committed Lender, the Mandatory Commitment and the Commitment of such Committed Lender shall be automatically reduced to zero. On the Termination Date, the Mandatory Commitments and the Commitments of all Committed Lenders shall be automatically reduced to zero; provided, that if the Termination Date occurs solely due to the occurrence of an Early Amortization Event and all Lenders have consented to the waiver of such Early Amortization Event, then the Mandatory Commitments and the Commitments of all Committed Lenders shall remain at their levels immediately prior to the occurrence of such Early Amortization Event.. 52

Reduction of Commitments. (a) At any time the Borrower may, upon at least five Business Days’ prior written notice to the Administrative Agent, each Agent, the Account Bank and each Hedge Counterparty, reduce the Facility Amount to an amount not less than the Loans Outstanding, which reduction shall be applied, unless otherwise Consented to by the Administrative Agent The Revolving Commitments and the Agents, to the Commitments of each Lender pro rata based LC Commitment shall automatically terminate on the Lender Percentage represented by such Commitment. Any such reduction of the Commitment of any Lender shall also reduce the related Mandatory Commitment of such Lender by the same amount. If any such written notice is delivered after 3:00 p.m., New York City time, five Business Days prior, such notice shall be deemed to be received prior to 3:00 p.m., New York City time, on the next succeeding Business Day. Each partial reduction shall be in a minimum aggregate amount of $5,000,000 or integral multiples of $1,000,000 in excess thereof. Any request for a reduction in the Facility Amount shall be irrevocable and the Borrower shall deliver no more than four such requests in any 12-month periodapplicable Maturity Date. (b) In connection with The Borrower may at any reduction of the Facility Amounttime terminate, or from time to time reduce, the Borrower shall remit to the Administrative Agent and the Agents, for payment to each Lender, Revolving Commitments; provided that (i) instructions regarding any such reduction shall be in an amount that is an integral multiple of $1,000,000 and (ii) cash in an amount sufficient to pay any Aggregate Unpaids with respect to such reduction, including any associated Breakage Costs; provided, that no such reduction the Revolving Commitments shall be given effect unless the Borrower has complied with the terms of any Hedging Agreement requiring that one or more Hedge Transactions not be terminated or reduced if after giving effect to any concurrent prepayment of the Revolving Loans in whole or in part as a result of any such reduction in the Loans Outstanding and the Borrower has paid all Hedge Breakage Costs due to the relevant Hedge Counterparty for any such termination. Upon receipt of any such amountsaccordance with Section 5.01, the Administrative Agent and Agents shall apply such amounts first to Aggregate Exposures would exceed the pro rata reduction of the Loans Outstanding, second to the payment of the remaining Aggregate Unpaids with respect thereto, including any Breakage Costs, by paying such amounts to the Lenders pro rata, based on their respective Lender PercentagesCommitments. (c) On The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Aggregate Commitments under paragraph (b) of this Section 4.02 at least two (2) Business Days (or such shorter period as the Administrative Agent may agree to in its sole and absolute discretion) prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section 4.02(c) shall be irrevocable except that, to the extent delivered in connection with a refinancing of the Obligations, such notice shall not be irrevocable until such refinancing is closed and funded. Any effectuated termination or reduction of the Aggregate Commitments shall be permanent. Each reduction of the Aggregate Commitments shall be made ratably among the Lenders in accordance with their respective Revolving Commitments. (d) In addition to any other mandatory commitment reductions pursuant to this Section 4.02, the Total Initial Term Loan Commitment Termination shall terminate in its entirety on the Closing Date after the funding of all Initial Term Loans on such date. (e) In addition to any other mandatory commitment reductions pursuant to this Section 4.02, the Total Incremental Term Loan Commitment pursuant to an Incremental Amendment (and the Incremental Term Loan Commitment of each Lender with such a Commitment) shall terminate in its entirety on the Incremental Term Loan Borrowing Date for a Committed Lender, such Total Incremental Term Loan Commitment after the Mandatory funding of all relevant Incremental Term Loans on such date. (f) Each reduction to the Total Initial Term Loan Commitment and the Total Incremental Term Loan Commitment of such Committed Lender under a given Tranche pursuant to this Section 4.02 as provided above (or pursuant to Section 5.02) shall be automatically reduced applied proportionately to zero. On reduce the Termination DateInitial Term Loan Commitment or the Incremental Term Loan Commitment under such Tranche, as the case may be, of each Lender with such a Commitment. (g) In addition to any other mandatory commitment reductions pursuant to this Section 4.02, the Mandatory Commitments and Total B-1 Commitment shall terminate in its entirety on the Commitments Amendment No. 2 Effective Date after the funding of all Committed Lenders shall be automatically reduced to zero; provided, that if the Termination Date occurs solely due to the occurrence of an Early Amortization Event and all Lenders have consented to the waiver of Term B-1 Loans on such Early Amortization Event, then the Mandatory Commitments and the Commitments of all Committed Lenders shall remain at their levels immediately prior to the occurrence of such Early Amortization Eventdate.

Reduction of Commitments. (a) At any time the Borrower may, upon at least five Business Days’ prior written notice to the Administrative Agent, each Agent, the Account Bank and each Hedge Counterparty, reduce the Facility Amount to an amount not less than the Loans Outstanding, which reduction shall be applied, unless otherwise Consented to by the Administrative Agent The Revolving Commitments and the Agents, to the Commitments of each Lender pro rata based LC Commitment shall automatically terminate on the Lender Percentage represented by such Commitment. Any such reduction of the Commitment of any Lender shall also reduce the related Mandatory Commitment of such Lender by the same amount. If any such written notice is delivered after 3:00 p.m., New York City time, five Business Days prior, such notice shall be deemed to be received prior to 3:00 p.m., New York City time, on the next succeeding Business Day. Each partial reduction shall be in a minimum aggregate amount of $5,000,000 or integral multiples of $1,000,000 in excess thereof. Any request for a reduction in the Facility Amount shall be irrevocable and the Borrower shall deliver no more than four such requests in any 12-month periodapplicable Maturity Date. (b) In connection with The Borrower may at any reduction of the Facility Amounttime terminate, or from time to time reduce, the Borrower shall remit to the Administrative Agent and the Agents, for payment to each Lender, Revolving Commitments; provided that (i) instructions regarding any such reduction shall be in an amount that is an integral multiple of $1,000,000 and (ii) cash in an amount sufficient to pay any Aggregate Unpaids with respect to such reduction, including any associated Breakage Costs; provided, that no such reduction the Revolving Commitments shall be given effect unless the Borrower has complied with the terms of any Hedging Agreement requiring that one or more Hedge Transactions not be terminated or reduced if after giving effect to any concurrent prepayment of the Revolving Loans in whole or in part as a result of any such reduction in the Loans Outstanding and the Borrower has paid all Hedge Breakage Costs due to the relevant Hedge Counterparty for any such termination. Upon receipt of any such amountsaccordance with Section 5.01, the Administrative Agent and Agents shall apply such amounts first to Aggregate Exposures would exceed the pro rata reduction of the Loans Outstanding, second to the payment of the remaining Aggregate Unpaids with respect thereto, including any Breakage Costs, by paying such amounts to the Lenders pro rata, based on their respective Lender PercentagesCommitments. (c) On The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Aggregate Commitments under paragraph (b) of this Section 4.02 at least two (2) Business Days (or such shorter period as the Administrative Agent may agree to in its sole and absolute discretion) prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section 4.02(c) shall be irrevocable except that, to the extent delivered in connection with a refinancing of the Obligations, such notice shall not be irrevocable until such refinancing is closed and funded. Any effectuated termination or reduction of the Aggregate Commitments shall be permanent. Each reduction of the Aggregate Commitments shall be made ratably among the Lenders in accordance with their respective Revolving Commitments. (d) [reserved] (e) In addition to any other mandatory commitment reductions pursuant to this Section 4.02, the Total Incremental Term Loan Commitment Termination pursuant to an Incremental Amendment (and the Incremental Term Loan Commitment of each Lender with such a Commitment) shall terminate in its entirety on the Incremental Term Loan Borrowing Date for a Committed Lender, such Total Incremental Term Loan Commitment after the Mandatory funding of all relevant Incremental Term Loans on such date. (f) Each reduction to the Total Term B-3 Loan Commitment and the Total Incremental Term Loan Commitment of such Committed Lender under a given Tranche pursuant to this Section 4.02 as provided above (or pursuant to Section 5.02) shall be automatically reduced applied proportionately to zero. On reduce the Termination DateTerm B-3 Loan Commitment or the Incremental Term Loan Commitment under such Tranche, as the case may be, of each Lender with such a Commitment. (g) [reserved]. (h) [reserved]. (i) In addition to any other mandatory commitment reductions pursuant to this Section 4.02, the Mandatory Commitments Total B-3 Commitment shall terminate in its entirety on the Amendment and Restatement Effective Date after the Commitments funding of all Committed Lenders shall be automatically reduced to zero; provided, that if the Termination Date occurs solely due to the occurrence of an Early Amortization Event and all Lenders have consented to the waiver of Term B-3 Loans on such Early Amortization Event, then the Mandatory Commitments and the Commitments of all Committed Lenders shall remain at their levels immediately prior to the occurrence of such Early Amortization Eventdate.

Reduction of Commitments. (a) At any time the Borrower may, upon at least five Business Days’ ' prior written notice to the Administrative Agent, each Agent, the Account Bank and each Hedge Counterparty, reduce the Facility Amount to an amount not less than the Loans Outstanding, which reduction shall be applied, unless otherwise Consented to by the Administrative Agent and the Agents, to the Commitments of each Lender pro rata based on the Lender Percentage represented by such Commitment. Any such reduction of the Commitment of any Lender shall also reduce the related Mandatory Commitment of such Lender by the same amount. If any such written notice is delivered after 3:00 p.m., New York City time, five Business Days prior, such 52 149194398v7 notice shall be deemed to be received prior to 3:00 p.m., New York City time, on the next succeeding Business Day. Each partial reduction shall be in a minimum aggregate amount of $5,000,000 or integral multiples of $1,000,000 in excess thereof. Any request for a reduction in the Facility Amount shall be irrevocable and the Borrower shall deliver no more than four such requests in any 12-month period. (b) In connection with any reduction of the Facility Amount, the Borrower shall remit to the Administrative Agent and the Agents, for payment to each Lender, (i) instructions regarding such reduction and (ii) cash in an amount sufficient to pay any Aggregate Unpaids with respect to such reduction, including any associated Breakage Costs; provided, that no such reduction shall be given effect unless the Borrower has complied with the terms of any Hedging Agreement requiring that one or more Hedge Transactions be terminated in whole or in part as a result of any such reduction in the Loans Outstanding and the Borrower has paid all Hedge Breakage Costs due to the relevant Hedge Counterparty for any such termination. Upon receipt of any such amounts, the Administrative Agent and Agents shall apply such amounts first to the pro rata reduction of the Loans Outstanding, second to the payment of the remaining Aggregate Unpaids with respect thereto, including any Breakage Costs, by paying such amounts to the Lenders pro rata, based on their respective Lender Percentages. (c) On the Commitment Termination Date for a Committed Lender, the Mandatory Commitment and the Commitment of such Committed Lender shall be automatically reduced to zero. On the Termination Date, the Mandatory Commitments and the Commitments of all Committed Lenders shall be automatically reduced to zero; provided, that if the Termination Date occurs solely due to the occurrence of an Early Amortization Event and all Lenders have consented to the waiver of such Early Amortization Event, then the Mandatory Commitments and the Commitments of all Committed Lenders shall remain at their levels immediately prior to the occurrence of such Early Amortization Event.

Reduction of Commitments. (a) At any time the Borrower may, upon at least five Business Days’ ' prior written notice to the Administrative Agent, each Agent, the Account Bank and each Hedge Counterparty, reduce the Facility Amount to an amount not less than the Loans Outstanding, which reduction shall be applied, unless otherwise Consented to by the Administrative Agent and the Agents, to the Commitments of each Lender pro rata based on the Lender Percentage represented by such Commitment. Any such reduction of the Commitment of any Lender shall also reduce the related Mandatory Commitment of such Lender by the same amount. If any such written notice is delivered after 3:00 p.m., New York City time, five Business Days prior, such notice shall be deemed to be received prior to 3:00 p.m., New York City time, on the next succeeding Business Day. Each partial reduction shall be in a minimum aggregate amount of $5,000,000 or integral multiples of $1,000,000 in excess thereof. Any request for a reduction in the Facility Amount shall be irrevocable and the Borrower shall deliver no more than four such requests in any 12-month period. (b) In connection with any reduction of the Facility Amount, the Borrower shall remit to the Administrative Agent and the Agents, for payment to each Lender, (i) instructions regarding such reduction and (ii) cash in an amount sufficient to pay any Aggregate Unpaids with respect to such reduction, including any associated Breakage Costs; provided, that no such reduction shall be given effect unless the Borrower has complied with the terms of any Hedging Agreement requiring that one or more Hedge Transactions be terminated in whole or in part as a result of any such reduction in the Loans Outstanding and the Borrower has paid all Hedge Breakage Costs due to the relevant Hedge Counterparty for any such termination. Upon receipt of any such amounts, the Administrative Agent and Agents shall apply such amounts first to the pro rata reduction of the Loans Outstanding, second to the payment of the remaining Aggregate Unpaids with respect thereto, including any Breakage Costs, by paying such amounts to the Lenders pro rata, based on their respective Lender Percentages.52 (c) On the Commitment Termination Date for a Committed Lender, the Mandatory Commitment and the Commitment of such Committed Lender shall be automatically reduced to zero. On the Termination Date, the Mandatory Commitments and the Commitments of all Committed Lenders shall be automatically reduced to zero; provided, that if the Termination Date occurs solely due to the occurrence of an Early Amortization Event and all Lenders have consented to the waiver of such Early Amortization Event, then the Mandatory Commitments and the Commitments of all Committed Lenders shall remain at their levels immediately prior to the occurrence of such Early Amortization Event.

Reduction of Commitments. (a) At any time the Borrower may, upon at least five Business Days’ prior written notice to the Administrative Agent, each Agent, the Account Bank and each Hedge Counterparty, reduce the Facility Amount to an amount not less than the Loans Outstanding, which reduction The aggregate Commitments shall be appliedautomatically, unless otherwise Consented permanently and irrevocably reduced to by the Administrative Agent and the Agents, to the Commitments of each Lender pro rata based on the Lender Percentage represented by such Commitment. Any such reduction of the Commitment of any Lender shall also reduce the related Mandatory Commitment of such Lender by the same amount. If any such written notice is delivered after 3:00 p.m., New York City time, five Business Days prior, such notice shall be deemed to be received prior to 3:00 zero at 5:00 p.m., New York City time, on the next succeeding Business Day. Each earlier to occur of (i) the last day of the Certain Funds Period and (ii) the Closing Date (or, if applicable, the date on which the Borrower owns at least 90% of the Shares if no Loans are made on such date), such that no additional Loans or other extension of credit in respect thereof will be made after the Closing Date (or such earlier date). (b) The Borrower may at any time terminate, or from time to time permanently reduce, the Commitments under any Tranche provided that each partial reduction shall be in an amount that is an integral multiple of the Borrowing Multiple and in a minimum aggregate amount of $5,000,000 or integral multiples of $1,000,000 in excess thereof. Any request for a reduction in the Facility Amount shall be irrevocable and the Borrower shall deliver no more than four such requests in any 12-month period. (b) In connection with any reduction of the Facility Amount, the Borrower shall remit equal to the Administrative Agent and the Agents, for payment to each Lender, (i) instructions regarding such reduction and (ii) cash in an amount sufficient to pay any Aggregate Unpaids with respect to such reduction, including any associated Breakage Costs; provided, that no such reduction shall be given effect unless the Borrower has complied with the terms of any Hedging Agreement requiring that one or more Hedge Transactions be terminated in whole or in part as a result of any such reduction in the Loans Outstanding and the Borrower has paid all Hedge Breakage Costs due to the relevant Hedge Counterparty for any such termination. Upon receipt of any such amounts, the Administrative Agent and Agents shall apply such amounts first to the pro rata reduction of the Loans Outstanding, second to the payment of the remaining Aggregate Unpaids with respect thereto, including any Breakage Costs, by paying such amounts to the Lenders pro rata, based on their respective Lender PercentagesBorrowing Minimum. (c) On In the Commitment Termination Date for a Committed Lenderevent and on each occasion that the Borrower or any of its Subsidiaries enters into any Qualifying Term Loan Facility, the Mandatory Commitment and the Commitment of such Committed Lender Tranche A Commitments then outstanding shall be automatically and permanently reduced in an amount equal to zero100% of the committed amount under such Qualifying Term Loan Facility (or, if less, by an amount equal to the aggregate amount of the Tranche A Commitments then outstanding) with such reduction to be effective upon the effectiveness of the definitive documentation for such Qualifying Term Loan Facility and receipt by the Administrative Agent (prior to the entry into any Qualifying Term Loan Facility) of a notice from the Borrower that such term loan facility constitutes a Qualifying Term Loan Facility. On the Termination DatePromptly following receipt of any such notice, the Mandatory Administrative Agent shall advise the Lenders of the contents thereof. (d) The Borrower shall promptly (and in any event within two Business Days) notify the Administrative Agent of any Commitment reduction as of result of this Section 2.08, and the Administrative Agent will promptly notify each Lender of its receipt of such notice. Commitments and reduced pursuant to this Section 2.08 may not be reinstated. Each reduction of the Commitments under any Tranche shall be made ratably among the Lenders of such Tranche in accordance with their Applicable Percentage of the Commitments of all Committed Lenders shall be automatically reduced to zero; provided, that if the Termination Date occurs solely due to the occurrence of an Early Amortization Event and all Lenders have consented to the waiver of such Early Amortization Event, then the Mandatory Commitments and the Commitments of all Committed Lenders shall remain at their levels immediately prior to the occurrence of such Early Amortization EventTranche.

Reduction of Commitments. (ai) At any time The Borrower shall have the Borrower mayright, upon at least five not less than two Business Days’ prior written notice to the Administrative Agent, each Agentto terminate the L/C Commitments or the Swingline Commitments or, the Account Bank and each Hedge Counterpartyfrom time to time, to reduce the Facility Amount to an amount of the L/C Commitments or the Swingline Commitments. (ii) The Borrower shall have the right, upon not less than two Business Days’ notice to the Loans OutstandingAdministrative Agent, which to terminate the Tranche A Revolving Commitments or, from time to time, to reduce the amount of the Tranche A Revolving Commitments; provided that (except as otherwise expressly provided herein) no such termination or reduction of Tranche A Revolving Commitments shall be appliedpermitted if, unless otherwise Consented after giving effect thereto and to by any prepayments of the Administrative Agent and the Agents, to the Commitments of each Lender pro rata based Tranche A Revolving Loans made on the Lender Percentage represented by such Commitment. Any such reduction effective date thereof, the total Tranche A Revolving Extensions of Credit would exceed the Commitment of any Lender shall also reduce the related Mandatory Commitment of such Lender by the same amount. If any such written notice is delivered after 3:00 p.m., New York City time, five Business Days prior, such notice shall be deemed to be received prior to 3:00 p.m., New York City time, on the next succeeding Business Day. Each partial reduction shall be in a minimum aggregate amount of $5,000,000 or integral multiples of $1,000,000 in excess thereof. Any request for a reduction in the Facility Amount shall be irrevocable and the Borrower shall deliver no more than four such requests in any 12-month periodtotal Tranche A Revolving Commitments. (biii) In connection with any reduction The Amendment No. 8 SISO Term Commitments existing on the Amendment No. 8 Effective Date shall automatically terminate upon the making of the Facility AmountAmendment No. 8 SISO Term Loans on the Amendment No. 8 Effective Date. (iv) Except with respect to terminations or reductions of Tranche A Revolving Commitments which shall be subject to clause (ii) above, the Borrower shall remit have the right, upon not less than two Business Days’ notice to the Administrative Agent and Agent, to terminate the AgentsRevolving Commitments of any Tranche or, for payment from time to each Lendertime, (i) instructions regarding such reduction and (ii) cash in an to reduce the amount sufficient to pay of the Revolving Commitments of any Aggregate Unpaids with respect to such reduction, including any associated Breakage CostsTranche; provided, that no such termination or reduction of Revolving Commitments of any Tranche shall be permitted if, after giving effect thereto and to any prepayments of the Revolving Loans made on the effective date thereof, the total Revolving Extensions of Credit of such Tranche would exceed the total Revolving Commitments of such Tranche. Any such partial reduction shall be given effect unless in an amount equal to $500,000, or a whole multiple of $100,000 in excess thereof, and shall reduce permanently the Revolving Commitments of the applicable Tranche then in effect. Notwithstanding anything to the contrary contained in this Agreement, the Borrower has complied with may rescind any notice of termination or reduction under this Section 2.10 if the terms notice of any Hedging Agreement requiring such termination or reduction stated that one such notice was conditioned upon the occurrence or more Hedge Transactions non-occurrence of a transaction or the receipt of a replacement of all, or a portion, of the Revolving Commitments outstanding at such time, in which case such notice may be terminated in whole or in part as a result of any such reduction in the Loans Outstanding and revoked by the Borrower has paid all Hedge Breakage Costs due (by written notice to the relevant Hedge Counterparty for any such termination. Upon receipt of any such amounts, the Administrative Agent and Agents shall apply such amounts first to the pro rata reduction of the Loans Outstanding, second to the payment of the remaining Aggregate Unpaids with respect thereto, including any Breakage Costs, by paying such amounts to the Lenders pro rata, based on their respective Lender Percentages. (c) On the Commitment Termination Date for a Committed Lender, the Mandatory Commitment and the Commitment of such Committed Lender shall be automatically reduced to zero. On the Termination Date, the Mandatory Commitments and the Commitments of all Committed Lenders shall be automatically reduced to zero; provided, that if the Termination Date occurs solely due to the occurrence of an Early Amortization Event and all Lenders have consented to the waiver of such Early Amortization Event, then the Mandatory Commitments and the Commitments of all Committed Lenders shall remain at their levels immediately or prior to the occurrence of specified date) if such Early Amortization Eventcondition is not satisfied.

Reduction of Commitments. The Tranche A Revolving Credit Commitments and the Tranche B Revolving Credit Commitments shall terminate on the Maturity Date applicable thereto or earlier termination thereof pursuant to the terms of this Agreement. The Borrower may reduce the Tranche A Revolving Credit Commitments or the Tranche B Revolving Credit Commitments (aon a pro rata basis together with any Extended Classes arising from such Tranche as the Originating Class) At any time to an amount (which may be zero) not less than the sum of (A) the Tranche A Revolving Credit Exposure or the Tranche B Revolving Credit Exposure, as applicable, as of such date, plus (B) the principal amount of all Tranche A Loans or Tranche B Loans, as applicable, not yet made as to which a request has been given by the Borrower mayunder Section 2.2(a). Each such reduction shall be in an amount which is not less than $500,000 (unless the relevant Revolving Credit Commitments of a particular Class are being reduced to zero and the amount of the relevant Revolving Credit Commitments in effect immediately prior to such reduction are less than $500,000), upon at least five shall be made by providing not less than ten Business Days’ Days prior written notice to the Administrative Agent, each Agent, the Account Bank and each Hedge Counterparty, reduce the Facility Amount to an amount not less than the Loans Outstanding, which reduction shall be appliedirrevocable. The Revolving Credit Commitments, unless otherwise Consented to by the Administrative Agent and the Agentsonce reduced, to the Commitments of each Lender pro rata based on the Lender Percentage represented by such Commitmentmay not be increased. Any Each such reduction of the Commitment of any Lender Tranche A Revolving Credit Commitments or the Tranche B Revolving Credit Commitments shall also reduce the related Mandatory Commitment Tranche A Revolving Credit Commitments or the Tranche B Revolving Credit Commitments of such each Tranche A Lender by the same amount. If any such written notice is delivered after 3:00 p.m.or Tranche B Lender, New York City timeas applicable, five Business Days prior, such notice shall be deemed to be received prior to 3:00 p.m., New York City time, on the next succeeding Business Day. Each partial reduction shall be proportionately in a minimum aggregate amount of $5,000,000 or integral multiples of $1,000,000 in excess accordance with its ratable share thereof. Any request for a reduction in the Facility Amount shall be irrevocable and the Borrower shall deliver no more than four such requests in any 12-month period. (b) In connection with any reduction of in the Facility AmountRevolving Credit Commitments prior to the Latest Maturity Date, if the Borrower owns any Margin Stock, the Borrower shall remit deliver to the Administrative Agent and the Agents, an updated Form U-1 (with sufficient additional originals thereof for payment to each Lender), (i) instructions regarding duly executed and delivered by the Borrower, together with such reduction and (ii) cash in an amount sufficient to pay any Aggregate Unpaids with respect to such reduction, including any associated Breakage Costs; provided, that no such reduction shall be given effect unless the Borrower has complied with the terms of any Hedging Agreement requiring that one or more Hedge Transactions be terminated in whole or in part other US-DOCS\148017393.28 documentation as a result of any such reduction in the Loans Outstanding and the Borrower has paid all Hedge Breakage Costs due to the relevant Hedge Counterparty for any such termination. Upon receipt of any such amounts, the Administrative Agent shall reasonably request, in order to enable the Agents and Agents shall apply such amounts first the Lenders to the pro rata reduction comply with any of the Loans Outstandingrequirements under Regulations T, second to the payment U or X of the remaining Aggregate Unpaids with respect thereto, including any Breakage Costs, by paying such amounts to the Lenders pro rata, based on their respective Lender PercentagesBoard of Governors. (c) On the Commitment Termination Date for a Committed Lender, the Mandatory Commitment and the Commitment of such Committed Lender shall be automatically reduced to zero. On the Termination Date, the Mandatory Commitments and the Commitments of all Committed Lenders shall be automatically reduced to zero; provided, that if the Termination Date occurs solely due to the occurrence of an Early Amortization Event and all Lenders have consented to the waiver of such Early Amortization Event, then the Mandatory Commitments and the Commitments of all Committed Lenders shall remain at their levels immediately prior to the occurrence of such Early Amortization Event.

Reduction of Commitments. The Company (aon behalf of itself and the Subsidiary Borrowers) At any time may permanently reduce the Borrower mayAggregate Revolving Loan Commitment in whole, or in part ratably among the Revolving Lenders, in an aggregate minimum amount of $10,000,000 and integral multiples of $5,000,000 in excess thereof, unless the Aggregate Revolving Loan Commitment is reduced in whole, upon at least five three (3) Business Days’ prior written notice to the Administrative Agent, each Agentwhich notice shall specify the amount of any such reduction; provided, however, that the Account Bank and each Hedge Counterparty, reduce amount of the Facility Aggregate Revolving Loan Commitment may not be reduced below the aggregate principal Dollar Amount to an amount not less than of the Loans Outstanding, which reduction outstanding Revolving Credit Obligations. All accrued facility fees shall be appliedpayable on the effective date of any termination of the obligations of the Revolving Lenders to make Revolving Loans hereunder. In addition, unless otherwise Consented each Alternate Currency Borrower may, upon three (3) Business Days’ prior written notice to by the Administrative Agent and the Agents, to the Commitments of each Lender pro rata based on the Lender Percentage represented by such Commitment. Any such reduction of the Commitment of applicable Alternate Currency Bank, terminate entirely at any Lender shall also time or reduce the related Mandatory Commitment of such Lender by the same amount. If any such written notice is delivered after 3:00 p.m., New York City from time to time, five Business Days prior, such notice shall be deemed to be received prior to 3:00 p.m., New York City time, on the next succeeding Business Day. Each partial reduction shall be in a minimum by an aggregate amount of $5,000,000 or integral multiples any larger multiple of $1,000,000 in excess thereof. Any request for a reduction in (or as otherwise set forth on the Facility Amount shall be irrevocable and applicable Alternate Currency Addendum), the Borrower shall deliver no more than four such requests in any 12-month period. (b) In connection with any reduction unused portions of the Facility Amount, applicable Alternate Currency Commitment as specified by the applicable Alternate Currency Borrower shall remit in such notice to the Administrative Agent and the AgentsAlternate Currency Bank; provided, for payment however, that at no time shall the Alternate Currency Commitments be reduced to each Lendera figure less than the total of the outstanding principal amount of all Alternate Currency Loans. Notwithstanding the foregoing, (i) instructions regarding the Borrowers may rescind or postpone any notice of termination of the Revolving Credit Commitments if such reduction and (ii) cash in an amount sufficient to pay termination would have resulted from a refinancing of any Aggregate Unpaids with respect to such reductionRevolving Credit Commitments, including any associated Breakage Costswhich refinancing shall not be consummated or otherwise shall be delayed; provided, that no such reduction rescission shall be given effect unless not limit the Borrower has complied with the terms indemnification requirements of any Hedging Agreement requiring that one or more Hedge Transactions be terminated in whole or in part as a result of any such reduction in the Loans Outstanding and the Borrower has paid all Hedge Breakage Costs due to the relevant Hedge Counterparty for any such termination. Upon receipt of any such amounts, the Administrative Agent and Agents shall apply such amounts first to the pro rata reduction of the Loans Outstanding, second to the payment of the remaining Aggregate Unpaids with respect thereto, including any Breakage Costs, by paying such amounts to the Lenders pro rata, based on their respective Lender PercentagesSection 4.4. (c) On the Commitment Termination Date for a Committed Lender, the Mandatory Commitment and the Commitment of such Committed Lender shall be automatically reduced to zero. On the Termination Date, the Mandatory Commitments and the Commitments of all Committed Lenders shall be automatically reduced to zero; provided, that if the Termination Date occurs solely due to the occurrence of an Early Amortization Event and all Lenders have consented to the waiver of such Early Amortization Event, then the Mandatory Commitments and the Commitments of all Committed Lenders shall remain at their levels immediately prior to the occurrence of such Early Amortization Event.

Reduction of Commitments. (a) At any time the Borrower may, upon at least five Business Days’ prior written notice to Administrative Agent (which such notice may be contingent upon the Administrative Agentconsummation of a refinancing or other event), each Agentterminate all or any portion of the Term Loan Commitment, the Account Bank and each Hedge CounterpartyRevolving Credit Commitment, or the LC Sublimit, or from time to time permanently reduce the Facility Amount to an amount not less than the Loans Outstanding, which reduction shall be applied, unless otherwise Consented to by the Administrative Agent and the Agents, to the Commitments of each Lender pro rata based on the Lender Percentage represented by such Commitment. Any such reduction of the Commitment of all or any Lender shall also reduce the related Mandatory Commitment portion of such Lender by Term Loan Commitment, Revolving Credit Commitment or the same amount. If LC Sublimit; provided that (i) any such written notice is delivered after 3:00 p.m., New York City time, five Business Days prior, such notice shall be deemed to be received by Administrative Agent not later than 11:00 a.m. three Business Days prior to 3:00 p.m.the date of termination or reduction, New York City time, on the next succeeding Business Day. Each (ii) any such partial reduction shall be in a minimum an aggregate amount of $5,000,000 or integral multiples any whole multiple of $1,000,000 in excess thereof. Any request for a reduction in the Facility Amount shall be irrevocable thereof and the (iii) Borrower shall deliver no more than four not terminate or reduce (A) such requests in Revolving Credit Commitment if, after giving effect thereto and to any 12-month periodconcurrent prepayments hereunder, the total Revolving Credit Exposures would exceed such Revolving Credit Commitments or (B) the LC Sublimit if, after giving effect thereto, the LC Obligations not fully Cash Collateralized hereunder would exceed the LC Sublimit. (b) In connection with The Administrative Agent will promptly notify the Lenders of any termination or reduction of the LC Sublimit or the Revolving Credit Commitment under this Section 2.8. Upon any reduction of the Facility AmountRevolving Credit Commitments, the Borrower Revolving Credit Commitment of each Revolving Lender shall remit to the Administrative Agent and the Agents, for payment to each be reduced by such Lender, (i) instructions regarding ’s Applicable Percentage of such reduction and (ii) cash amount. All fees in an amount sufficient to pay respect of the Revolving Credit Commitments accrued until the effective date of any Aggregate Unpaids with respect to such reduction, including any associated Breakage Costs; provided, that no such reduction termination of the Revolving Credit Commitments shall be given effect unless paid on the Borrower has complied with the terms effective date of any Hedging Agreement requiring that one or more Hedge Transactions be terminated in whole or in part as a result of any such reduction in the Loans Outstanding and the Borrower has paid all Hedge Breakage Costs due to the relevant Hedge Counterparty for any such termination. Upon receipt of any such amounts, the Administrative Agent and Agents shall apply such amounts first to the pro rata reduction of the Loans Outstanding, second to the payment of the remaining Aggregate Unpaids with respect thereto, including any Breakage Costs, by paying such amounts to the Lenders pro rata, based on their respective Lender Percentages. (c) On The Administrative Agent will promptly notify the Lenders of any termination or reduction of the unused portion of the aggregate Term Loan Commitment Termination Date for a Committed Lenderunder this Section 2.8. Upon any reduction of the unused portion of the aggregate Term Loan Commitments, the Mandatory Commitment and the Term Loan Commitment of such Committed each Term Loan Lender shall be automatically reduced to zeroby such Lender’s ratable portion of such reduction amount. On All fees in respect of the Termination Date, Term Loan Commitment accrued until the Mandatory Commitments and effective date of any termination of the Commitments of all Committed Lenders Term Loan Commitment shall be automatically reduced to zero; provided, that if paid on the Termination Date occurs solely due to the occurrence of an Early Amortization Event and all Lenders have consented to the waiver effective date of such Early Amortization Event, then the Mandatory Commitments and the Commitments of all Committed Lenders shall remain at their levels immediately prior to the occurrence of such Early Amortization Eventtermination.

Reduction of Commitments. (a) At any time The Revolver Commitments shall terminate on the Borrower may, upon at least five Business Days’ prior written notice to the Administrative Agent, each Agent, the Account Bank and each Hedge Counterparty, Maturity Date. Borrowers may reduce the Facility Amount Revolver Commitments of either Class, without premium or penalty, to an amount not less than the sum of (A) the Revolver Usage of such Class as of such date, plus (B) the principal amount of all Revolving Loans Outstandingof such Class not yet made as to which a request has been given by Borrowers under Section 2.3(a), plus (C) the amount of all Letters of Credit of such Class not yet issued as to which a request has been given by Borrowers pursuant to Section 2.11(a). Each such reduction shall be applied, in an amount which is not less than $5,000,000 (unless otherwise Consented the Revolver Commitments are being reduced to by the Administrative Agent zero and the Agentsamount of the Revolver Commitments in effect immediately prior to such reduction are less than $5,000,000), shall be made by providing not less than five (5) Business Days prior written notice to Agent or such shorter period as the Agent may agree in its reasonable discretion, and shall be irrevocable; provided that such notice of termination may state that such notice is conditioned upon the effectiveness of other credit facilities or the closing of one or more securities offerings or other transactions, in which case such notice may be revoked by Borrowers (by notice to Agent from Parent on or prior to the specified effective date) if such condition is not satisfied. Once reduced, the Revolver Commitments of each Lender pro rata based on the Lender Percentage represented by such Commitmentmay not be increased. Any Each such reduction of the Commitment of any Lender Revolver Commitments shall also reduce the related Mandatory Commitment Revolver Commitments of such each Revolving Lender by the same amount. If any such written notice is delivered after 3:00 p.m., New York City time, five Business Days prior, such notice shall be deemed to be received prior to 3:00 p.m., New York City time, on the next succeeding Business Day. Each partial reduction shall be proportionately in a minimum aggregate amount of $5,000,000 or integral multiples of $1,000,000 in excess accordance with its ratable share thereof. Any request for a reduction in In the Facility Amount shall be irrevocable and the Borrower shall deliver no more than four such requests in any 12-month period. (b) In connection with event of any reduction of the Facility Amount, the Borrower shall remit Revolver Commitments prior to the Administrative Agent and Canadian Amendments Effective Date (as defined in the AgentsSixth Amendment), for payment to each Lender, (i) instructions regarding such reduction and (ii) cash in an amount sufficient to pay any Aggregate Unpaids with respect to such reductioneach Revolving Lender, including any associated Breakage Costs; provided, that no such reduction shall will be given effect unless deemed to reduce such Revolving Lender’s “Tranche A U.S. Revolver Commitments” prior to reducing such Revolving Lender’s “Tranche A Multicurrency Revolver Commitments” (in each case to become effective on the Borrower has complied with the terms of any Hedging Agreement requiring that one or more Hedge Transactions be terminated in whole or in part as a result of any such reduction in the Loans Outstanding and the Borrower has paid all Hedge Breakage Costs due Canadian Amendments Effective Date pursuant to the relevant Hedge Counterparty for any such termination. Upon receipt of any such amounts, the Administrative Agent and Agents shall apply such amounts first to the pro rata reduction of the Loans Outstanding, second to the payment of the remaining Aggregate Unpaids with respect thereto, including any Breakage Costs, by paying such amounts to the Lenders pro rata, based on their respective Lender PercentagesSixth Amendment). (c) On the Commitment Termination Date for a Committed Lender, the Mandatory Commitment and the Commitment of such Committed Lender shall be automatically reduced to zero. On the Termination Date, the Mandatory Commitments and the Commitments of all Committed Lenders shall be automatically reduced to zero; provided, that if the Termination Date occurs solely due to the occurrence of an Early Amortization Event and all Lenders have consented to the waiver of such Early Amortization Event, then the Mandatory Commitments and the Commitments of all Committed Lenders shall remain at their levels immediately prior to the occurrence of such Early Amortization Event.

Reduction of Commitments. (a) At any time The Borrower shall have the Borrower mayright, upon at least five Business Days’ prior written notice to the Administrative Agent, each Agent, the Account Bank and each Hedge Counterparty, reduce the Facility Amount to an amount not less than the Loans Outstanding, which reduction shall be applied, unless otherwise Consented to by the Administrative Agent and the Agents, to the Commitments of each Lender pro rata based on the Lender Percentage represented by such Commitment. Any such reduction of the Commitment of any Lender shall also reduce the related Mandatory Commitment of such Lender by the same amount. If any such written 30 days' notice is delivered after 3:00 p.m., New York City time, five Business Days prior, such notice shall be deemed to be received prior to 3:00 p.m., New York City time, on the next succeeding Business Day. Each partial reduction shall be in a minimum aggregate amount of $5,000,000 or integral multiples of $1,000,000 in excess thereof. Any request for a reduction in the Facility Amount shall be irrevocable and the Borrower shall deliver no more than four such requests in any 12-month period. (b) In connection with any reduction of the Facility Amount, the Borrower shall remit to the Administrative Agent and the AgentsIssuing Bank and without premium or penalty (other than as may arise pursuant to Section 4.11), for payment from time to each Lender, (i) instructions regarding such reduction time to permanently reduce on a pro rata basis the Commitments and (ii) cash the Stated Amount of the Letter of Credit in part by an aggregate minimum amount sufficient to pay of US$10,000,000 or any Aggregate Unpaids with respect to such reduction, including any associated Breakage Costsintegral multiple of US$5,000,000 in excess thereof; provided, however, that no such reduction of the Commitments shall be given permitted if, after giving effect unless thereto, the Borrower has complied Commitments would be less than $50,000,000; provided, further, however, that no reduction of the Commitments shall be permitted if, after giving effect thereto and to any repayment or prepayment of Loans to be made on the effective date thereof with funds other than the terms proceeds of any Hedging Agreement requiring that one or more Hedge Transactions CP Notes to be terminated in whole or in part issued on such date, the aggregate Outstanding Extensions of Credit would exceed the Commitments as a result of any so reduced and determined on such reduction date. Notwithstanding the foregoing sentence to the contrary, the $50,000,000 limitation and the 30 days' notice requirement, which are contained in the Loans Outstanding foregoing sentence, shall not apply to any reduction of Commitments being made in connection with an extension of the Stated Termination Date or the refunding of the Obligations pursuant to documentation satisfactory to the Issuing Bank and the Borrower has paid all Hedge Breakage Costs due to Administrative Agent. Any reduction of the relevant Hedge Counterparty for any Commitments shall be irrevocable. Promptly upon the receipt by the Administrative Agent of such termination. Upon receipt of any such amountsnotice, the Administrative Agent and Agents shall apply notify the Banks of such amounts first reduction. Promptly upon receipt by the Issuing Bank, the Issuing Bank shall notify the Depositary (with a copy to the pro rata Administrative Agent, the Rating Agencies and the Dealers) by notice substantially in the form of Annex C to the Letter of Credit. If the Commitments shall be reduced, all Fees, accrued but unpaid in respect of that portion of the Commitments by which the Commitments have been reduced, shall be immediately due and payable. Any reduction of the Loans OutstandingCommitments pursuant to this Section 4.1 shall be effective on the later to occur of: (a) the date on which the Outstanding Extensions of Credit do not exceed the aggregate Commitments (as so reduced) and (b) the expiration of such 30 day notice period. Outstanding CP Notes may not be redeemed prior to maturity with the proceeds of any drawing under the Letter of Credit. In the event that the Commitments are reduced pursuant hereto, second the Borrower shall have no right to a refund of any fees previously paid in connection with the payment Principal Documents, including, but not limited to, any refund of Letter of Credit Fees or Up-Front Fees. Any reduction of the remaining Aggregate Unpaids with respect thereto, including any Breakage Costs, Commitments pursuant to this Section 4.1 shall cause the Stated Amount of the Letter of Credit to be reduced by paying such amounts to the Lenders pro rata, based on their respective Lender Percentagessame amount. (c) On the Commitment Termination Date for a Committed Lender, the Mandatory Commitment and the Commitment of such Committed Lender shall be automatically reduced to zero. On the Termination Date, the Mandatory Commitments and the Commitments of all Committed Lenders shall be automatically reduced to zero; provided, that if the Termination Date occurs solely due to the occurrence of an Early Amortization Event and all Lenders have consented to the waiver of such Early Amortization Event, then the Mandatory Commitments and the Commitments of all Committed Lenders shall remain at their levels immediately prior to the occurrence of such Early Amortization Event.

Reduction of Commitments. (a) At any time the Borrower may, upon at least five Business Days’ ' prior written notice to the Administrative Agent, each Agent, the Account Bank and each Hedge Counterparty, reduce the Facility Amount to an amount not less than the Loans Outstanding, which reduction shall be applied, unless otherwise Consented to by the Administrative Agent and the Agents, to the Commitments of each Lender pro rata based on the Lender Percentage represented by such Commitment. Any such reduction of the Commitment of any Lender shall also reduce the related Mandatory Commitment of such Lender by the same amount. If any such written notice is delivered after 3:00 p.m., New York City time, five Business Days prior, such notice shall be deemed to be received prior to 3:00 p.m., New York City time, on the next succeeding Business Day. Each partial reduction shall be in a minimum aggregate amount of $5,000,000 or integral multiples of $1,000,000 in excess thereof. Any request for a reduction in the Facility Amount shall be irrevocable and the Borrower shall deliver no more than four such requests in any 12-month period. (b) In connection with any reduction of the Facility Amount, the Borrower shall remit to the Administrative Agent and the Agents, for payment to each Lender, (i) instructions regarding such reduction and (ii) cash for payment to each Lender, in an amount sufficient to pay any Aggregate Unpaids with respect to such reduction, including any associated Breakage Costs; provided, that no such reduction shall be given effect unless the Borrower has complied with the terms of any Hedging Agreement requiring that one or more Hedge Transactions be terminated in whole or in part as a result of any such reduction in the Loans Outstanding and the Borrower has paid all Hedge Breakage Costs due to the relevant Hedge Counterparty for any such termination. Upon receipt of any such amounts, the Administrative Agent and Agents shall apply such amounts first to the pro rata reduction of the Loans Outstanding, second to the payment of the remaining Aggregate Unpaids with respect thereto, including any Breakage Costs, by paying such amounts to the Lenders pro rata, based on their respective Lender Percentages. (c) On the Commitment Termination Date for a Committed Lender, the Mandatory Commitment and the Commitment of such Committed Lender shall be automatically reduced to zero. On the Termination Date, the Mandatory Commitments and the Commitments of all Committed Lenders shall be automatically reduced to zero; provided, that if the Termination Date occurs solely due to the occurrence of an Early Amortization Event and all Lenders have consented to the waiver of such Early Amortization Event, then the Mandatory Commitments and the Commitments of all Committed Lenders shall remain at their levels immediately prior to the occurrence of such Early Amortization Event.the

Reduction of Commitments. (ai) At any time The Borrower shall have the Borrower mayright, upon at least five not less than two Business Days’ prior written notice to the Administrative Agent, each Agentto terminate the L/C Commitments or the Swingline Commitments or, the Account Bank and each Hedge Counterpartyfrom time to time, to reduce the Facility Amount to an amount of the L/C Commitments or the Swingline Commitments. (ii) The Borrower shall have the right, upon not less than two Business Days’ notice to the Loans OutstandingAdministrative Agent, which to terminate the Tranche A Revolving Commitments or, from time to time, to reduce the amount of the Tranche A Revolving Commitments; provided that (except as otherwise expressly provided herein) no such termination or reduction of Tranche A Revolving Commitments shall be appliedpermitted if, unless otherwise Consented after giving effect thereto and to by any prepayments of the Administrative Agent and the Agents, to the Commitments of each Lender pro rata based Tranche A Revolving Loans made on the Lender Percentage represented by such Commitment. Any such reduction effective date thereof, the total Tranche A Revolving Extensions of Credit would exceed the Commitment of any Lender shall also reduce the related Mandatory Commitment of such Lender by the same amount. If any such written notice is delivered after 3:00 p.m., New York City time, five Business Days prior, such notice shall be deemed to be received prior to 3:00 p.m., New York City time, on the next succeeding Business Day. Each partial reduction shall be in a minimum aggregate amount of $5,000,000 or integral multiples of $1,000,000 in excess thereof. Any request for a reduction in the Facility Amount shall be irrevocable and the Borrower shall deliver no more than four such requests in any 12-month periodtotal Tranche A Revolving Commitments. (biii) In connection [Reserved]. (iv) Except with any reduction respect to terminations or reductions of the Facility AmountTranche A Revolving Commitments which shall be subject to clauses (i) above, the Borrower shall remit have the right, upon not less than two Business Days’ notice to the Administrative Agent and Agent, to terminate the AgentsRevolving Commitments of any Tranche or, for payment from time to each Lendertime, (i) instructions regarding such reduction and (ii) cash in an to reduce the amount sufficient to pay of the Revolving Commitments of any Aggregate Unpaids with respect to such reduction, including any associated Breakage CostsTranche; provided, that no such termination or reduction of Revolving Commitments of any Tranche shall be permitted if, after giving effect thereto and to any prepayments of the Revolving Loans made on the effective date thereof, the total Revolving Extensions of Credit of such Tranche would exceed the total Revolving Commitments of such Tranche. Any such partial reduction shall be given effect unless in an amount equal to $500,000, or a whole multiple of $100,000 in excess thereof, and shall reduce permanently the Revolving Commitments of the applicable Tranche then in effect. Notwithstanding anything to the contrary contained in this Agreement, the Borrower has complied with may rescind any notice of termination or reduction under this Section 2.10 if the terms notice of any Hedging Agreement requiring such termination or reduction stated that one such notice was conditioned upon the occurrence or more Hedge Transactions non-occurrence of a transaction or the receipt of a replacement of all, or a portion, of the Revolving Commitments outstanding at such time, in which case such notice may be terminated in whole or in part as a result of any such reduction in the Loans Outstanding and revoked by the Borrower has paid all Hedge Breakage Costs due (by written notice to the relevant Hedge Counterparty for any such termination. Upon receipt of any such amounts, the Administrative Agent and Agents shall apply such amounts first to the pro rata reduction of the Loans Outstanding, second to the payment of the remaining Aggregate Unpaids with respect thereto, including any Breakage Costs, by paying such amounts to the Lenders pro rata, based on their respective Lender Percentages. (c) On the Commitment Termination Date for a Committed Lender, the Mandatory Commitment and the Commitment of such Committed Lender shall be automatically reduced to zero. On the Termination Date, the Mandatory Commitments and the Commitments of all Committed Lenders shall be automatically reduced to zero; provided, that if the Termination Date occurs solely due to the occurrence of an Early Amortization Event and all Lenders have consented to the waiver of such Early Amortization Event, then the Mandatory Commitments and the Commitments of all Committed Lenders shall remain at their levels immediately or prior to the occurrence of specified date) if such Early Amortization Eventcondition is not satisfied.

Reduction of Commitments. (aA) At any time The Total Revolving Credit Commitment and the Revolving Credit Commitment of each Lender shall terminate on the Maturity Date. The Borrower may, upon without premium or penalty, reduce the Total Revolving Credit Commitment to an amount (which may be zero) not less than the sum of (A) the aggregate unpaid principal amount of all Revolving Loans then outstanding, (B) the aggregate principal amount of all Revolving Loans not yet made as to which a Notice of Borrowing has been given by the Borrower under Section 2.02, (C) the Letter of Credit Obligations at least such time, (D) the stated amount of all Letter of Credit Accommodations not yet issued as to which a request has been made and not withdrawn, and (E) any reserves established pursuant to clause (ii) of the definition of “Availability” and pursuant to the definition of “Borrowing Base”. (B) The Total Term Loan A Commitment, the Total Term Loan A-1 Commitment and the Total Term Loan B Commitment shall each terminate after the Term Loan A, the Term Loan A-1 and the Term Loan B have been made to the Borrower, which shall not be later than the close of business on the Effective Date. (ii) Each such voluntary reduction of the Total Revolving Credit Commitment pursuant to Section 2.05(a)(i)(A) shall be in an amount which is an integral multiple of $2,500,000 (unless the Total Revolving Credit Commitment in effect immediately prior to such reduction is less than $2,500,000), shall be made by providing not less than five (5) Business Days’ prior written notice to the Administrative Agent, each Agent, the Account Bank and each Hedge Counterparty, reduce the Facility Amount to an amount not less than the Loans Outstanding, which reduction shall be applied, unless otherwise Consented to by the Administrative Agent and the AgentsCollateral Agent and shall be irrevocable. Once reduced, to the Commitments of each Lender pro rata based on the Lender Percentage represented by such CommitmentTotal Revolving Credit Commitment may not be increased. Any Each such reduction of the Total Revolving Credit Commitment shall reduce the applicable Commitment of any each Revolving Loan Lender shall also reduce the related Mandatory Commitment of holding such Lender by the same amount. If any such written notice is delivered after 3:00 p.m., New York City time, five Business Days prior, such notice shall be deemed to be received prior to 3:00 p.m., New York City time, on the next succeeding Business Day. Each partial reduction shall be commitment proportionately in a minimum aggregate amount of $5,000,000 or integral multiples of $1,000,000 in excess accordance with its Pro Rata Share thereof. Any request for a reduction in the Facility Amount shall be irrevocable and the Borrower shall deliver no more than four such requests in any 12-month period. (b) In connection with any reduction of the Facility Amount, the Borrower shall remit to the Administrative Agent and the Agents, for payment to each Lender, (i) instructions regarding such reduction and (ii) cash in an amount sufficient to pay any Aggregate Unpaids with respect to such reduction, including any associated Breakage Costs; provided, that no such reduction shall be given effect unless the Borrower has complied with the terms of any Hedging Agreement requiring that one or more Hedge Transactions be terminated in whole or in part as a result of any such reduction in the Loans Outstanding and the Borrower has paid all Hedge Breakage Costs due to the relevant Hedge Counterparty for any such termination. Upon receipt of any such amounts, the Administrative Agent and Agents shall apply such amounts first to the pro rata reduction of the Loans Outstanding, second to the payment of the remaining Aggregate Unpaids with respect thereto, including any Breakage Costs, by paying such amounts to the Lenders pro rata, based on their respective Lender Percentages. (c) On the Commitment Termination Date for a Committed Lender, the Mandatory Commitment and the Commitment of such Committed Lender shall be automatically reduced to zero. On the Termination Date, the Mandatory Commitments and the Commitments of all Committed Lenders shall be automatically reduced to zero; provided, that if the Termination Date occurs solely due to the occurrence of an Early Amortization Event and all Lenders have consented to the waiver of such Early Amortization Event, then the Mandatory Commitments and the Commitments of all Committed Lenders shall remain at their levels immediately prior to the occurrence of such Early Amortization Event.

Reduction of Commitments. (a) At any time The Revolver Commitments shall terminate on the Borrower may, upon at least five Business Days’ prior written notice to the Administrative Agent, each Agent, the Account Bank and each Hedge Counterparty, Maturity Date. The Borrowers may reduce the Facility Amount Revolver Commitments of eitherany Class, without premium or penalty, to an amount not less than the sum of (A) the Revolver Usage of such Class as of such date, plus (B) the principal amount of all Revolving Loans Outstandingof such Class not yet made as to which a request has been given by the Borrowers under Section 2.3(a) or 2.3(b), plus (C) the amount of all Letters of Credit of such Class not yet issued as to which a request has been given by Borrowers pursuant to Section 2.11(a). Each such reduction shall be appliedin an amount which is not less than $5,000,000 (unless the Revolver Commitments are being reduced to zero and the amount of the Revolver Commitments in effect immediately prior to such reduction are less than $5,000,000), unless otherwise Consented shall be made by providing not less than five (5) Business Days prior written notice to Agent or such shorter period as the Agent may agree in its reasonable discretion, and shall be irrevocable; provided that such notice of termination may state that such notice is conditioned upon the effectiveness of other credit facilities or the closing of one or more securities offerings or other transactions, in which case such notice may be revoked by the Administrative Borrowers (by notice to Agent and the Agents, from Parent on or prior to the specified effective date) if such condition is not satisfied. Once reduced, the Revolver Commitments of each Lender pro rata based on the Lender Percentage represented by such Commitmentmay not be increased. Any Each such reduction of the Commitment of any Lender Revolver Commitments shall also reduce the related Mandatory Commitment Revolver Commitments of such each Revolving Lender by the same amount. If any such written notice is delivered after 3:00 p.m., New York City time, five Business Days prior, such notice shall be deemed to be received prior to 3:00 p.m., New York City time, on the next succeeding Business Day. Each partial reduction shall be proportionately in a minimum aggregate amount of $5,000,000 or integral multiples of $1,000,000 in excess accordance with its ratable share thereof. Any request for a reduction in In the Facility Amount shall be irrevocable and the Borrower shall deliver no more than four such requests in any 12-month period. (b) In connection with event of any reduction of the Facility Amount, the Borrower shall remit Revolver Commitments prior to the Administrative Agent and Canadian Amendments Effective Date (as defined in the AgentsSixth Amendment), for payment to each Lender, (i) instructions regarding such reduction and (ii) cash in an amount sufficient to pay any Aggregate Unpaids with respect to such reductioneach Revolving Lender, including any associated Breakage Costs; provided, that no such reduction shall will be given effect unless deemed to reduce such Revolving Lender’s “Tranche A U.S. Revolver Commitments” prior to reducing such Revolving Lender’s “Tranche A Multicurrency Revolver Commitments” (in each case to become effective on the Borrower has complied with the terms of any Hedging Agreement requiring that one or more Hedge Transactions be terminated in whole or in part as a result of any such reduction in the Loans Outstanding and the Borrower has paid all Hedge Breakage Costs due Canadian Amendments Effective Date pursuant to the relevant Hedge Counterparty for any such termination. Upon receipt of any such amounts, the Administrative Agent and Agents shall apply such amounts first to the pro rata reduction of the Loans Outstanding, second to the payment of the remaining Aggregate Unpaids with respect thereto, including any Breakage Costs, by paying such amounts to the Lenders pro rata, based on their respective Lender PercentagesSixth Amendment). (c) On the Commitment Termination Date for a Committed Lender, the Mandatory Commitment and the Commitment of such Committed Lender shall be automatically reduced to zero. On the Termination Date, the Mandatory Commitments and the Commitments of all Committed Lenders shall be automatically reduced to zero; provided, that if the Termination Date occurs solely due to the occurrence of an Early Amortization Event and all Lenders have consented to the waiver of such Early Amortization Event, then the Mandatory Commitments and the Commitments of all Committed Lenders shall remain at their levels immediately prior to the occurrence of such Early Amortization Event.

Reduction of Commitments. (a) At Subject to the terms and conditions set forth herein, the Borrower Representative shall have the one-time right, at any time prior to the Borrower maydate that is two (2) years following the Closing Date, upon at least five Business Days’ prior written notice to the Administrative Agent, each Agentto permanently reduce the Aggregate Committed Amount. Once decreased, the Account Bank Aggregate Committed Amount may no longer be increased under Section 2.01(b). Any such decrease shall be conditioned and each Hedge Counterparty, reduce effective upon the Facility Amount satisfaction of the following conditions: (i) any such notice thereof must be received by 11:00 a.m. at least five (5) Business Days prior to the date of reduction or termination; (ii) the Commitments may not be reduced to an amount not less than the Loans Outstanding, which Obligations then outstanding. The Administrative Agent will give prompt notice to the Lenders of any such reduction in Commitments. Any reduction of the Aggregate Commitments shall be appliedapplied to the Commitment of each Lender according to its Commitment Percentage thereof. All commitment or other fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination; (iii) effective upon such reduction, unless otherwise Consented the Collateral Value Amount shall not be less than the reduced Aggregate Committed Amount; and (iv) Borrowers shall pay to Administrative Agent at the time of the reduction, for the account of the Lenders, a reduction fee in an amount equal to (a) one percent (1%) multiplied by (b) the amount by which the Aggregate Commitments are reduced. In connection with any such decrease in the Commitments, Schedule 2.01 shall be revised to reflect the modified Commitments and Commitment Percentages of the Lenders, and the Borrowers shall provide supporting corporate resolutions, legal opinions, promissory notes and other items as may be reasonably requested by the Administrative Agent and the Agents, to the Commitments of each Lender pro rata based on the Lender Percentage represented by such Commitment. Any such reduction of the Commitment of any Lender shall also reduce the related Mandatory Commitment of such Lender by the same amount. If any such written notice is delivered after 3:00 p.m., New York City time, five Business Days prior, such notice shall be deemed to be received prior to 3:00 p.m., New York City time, on the next succeeding Business Day. Each partial reduction shall be Lenders in a minimum aggregate amount of $5,000,000 or integral multiples of $1,000,000 in excess thereof. Any request for a reduction in the Facility Amount shall be irrevocable and the Borrower shall deliver no more than four such requests in any 12-month periodconnection therewith. (b) In connection with any reduction of the Facility Amount, the Borrower shall remit to the Administrative Agent and the Agents, for payment to each Lender, (i) instructions regarding such reduction and (ii) cash in an amount sufficient to pay any Aggregate Unpaids with respect to such reduction, including any associated Breakage Costs; provided, that no such reduction shall be given effect unless the Borrower has complied with the terms of any Hedging Agreement requiring that one or more Hedge Transactions be terminated in whole or in part as a result of any such reduction in the Loans Outstanding and the Borrower has paid all Hedge Breakage Costs due to the relevant Hedge Counterparty for any such termination. Upon receipt of any such amounts, the Administrative Agent and Agents shall apply such amounts first to the pro rata reduction of the Loans Outstanding, second to the payment of the remaining Aggregate Unpaids with respect thereto, including any Breakage Costs, by paying such amounts to the Lenders pro rata, based on their respective Lender Percentages. (c) On the Commitment Termination Date for a Committed Lender, the Mandatory Commitment and the Commitment of such Committed Lender shall be automatically reduced to zero. On the Termination Date, the Mandatory Commitments and the Commitments of all Committed Lenders shall be automatically reduced to zero; provided, that if the Termination Date occurs solely due to the occurrence of an Early Amortization Event and all Lenders have consented to the waiver of such Early Amortization Event, then the Mandatory Commitments and the Commitments of all Committed Lenders shall remain at their levels immediately prior to the occurrence of such Early Amortization Event.

Reduction of Commitments. (a) At The Revolving Credit Commitment shall permanently reduce (i) to the extent directed by the Borrower pursuant to Section 2.11(b), and (ii) to Zero Dollars ($0) on the Commitment Termination Date. (b) The Borrower shall have the right at any time to terminate in whole the Borrower mayRevolving Credit Commitments and this Agreement, or from time to time, irrevocably to reduce in part the amount of the Revolving Credit Commitments upon at least five Business Daysthirty (30) days’ prior written notice to the Administrative Agent; provided that Borrower must demonstrate to the reasonable satisfaction of the Administrative Agent that immediately before and after giving effect to a reduction of the Revolving Credit Commitments under this Section 2.11(b), each Agent, no Default has occurred and is continuing and the Account Bank and each Hedge Counterparty, reduce the Facility Amount to an amount Pro Forma Excess Availability is not less than the Loans Outstanding, which reduction shall be applied, unless otherwise Consented to by the Administrative Agent and the Agents, to the Commitments of each Lender pro rata based on the Lender Percentage represented by such Commitment$5,000,000. Any such reduction of the Commitment of any Lender shall also reduce the related Mandatory Commitment of such Lender by the same amount. If any such written notice is delivered after 3:00 p.m., New York City time, five Business Days prior, such Such notice shall be deemed to be received prior to 3:00 p.m., New York City time, irrevocable on the next succeeding Business Day. Each partial part of the Borrower and shall specify the effective date of such reduction or termination, whether a termination or reduction is being made, and, in the case of any reduction, the amount thereof shall be in a minimum aggregate an amount of $5,000,000 or an integral multiples of multiple $1,000,000 in excess thereof. Any request for a reduction in the Facility Amount shall be irrevocable and the Borrower shall deliver no more than four Upon any such requests in any 12-month period. (b) In connection with any reduction of the Facility Amountreduction, the Borrower shall remit simultaneously prepay any outstanding Revolving Loans (without premium except for the payment of any charges incurred pursuant to Section 9.4(d)) to the extent necessary so that the aggregate outstanding principal amount of the Revolving Loans does not exceed the amount of the Revolving Credit Commitment after giving effect to any partial reduction thereof. The aforesaid prior notice requirement shall not apply to the Administrative Agent and the Agents, for payment to each Lender, (i) instructions regarding such reduction and (ii) cash in an Agent’s exercise of remedies under Section 8.2. The amount sufficient to pay any Aggregate Unpaids with respect to such reduction, including any associated Breakage Costs; provided, that no such reduction shall be given effect unless the Borrower has complied with the terms of any Hedging Agreement requiring that one or more Hedge Transactions be terminated in whole or in part as a result of any such reduction in the Loans Outstanding and the Borrower has paid all Hedge Breakage Costs due to the relevant Hedge Counterparty for any such termination. Upon receipt of any such amounts, the Administrative Agent and Agents shall apply such amounts first to the pro rata reduction of the Loans Outstanding, second to Revolving Credit Commitment may not be reinstated if it is reduced or if this Agreement is terminated by the payment of the remaining Aggregate Unpaids with respect thereto, including any Breakage Costs, by paying such amounts to the Lenders pro rata, based on their respective Lender PercentagesBorrower. (c) On In the Commitment Termination Date for a Committed Lenderevent the Borrower exercises its rights under Section 2.11(b) to reduce the Revolving Credit Commitment, the Mandatory Commitment and the Commitment of Borrower agrees that any such Committed Lender prepayment or reduction shall be automatically reduced to zero. On accompanied by (i) in the Termination Datecase of a prepayment in full and termination of this Agreement, the Mandatory Commitments and payment by the Commitments Borrower to the Administrative Agent for the ratable account of the Lenders of all Committed Lenders shall be automatically reduced to zero; provided, that if the Termination Date occurs solely due to the occurrence of an Early Amortization Event accrued and unpaid interest and all Lenders have consented fees and other remaining Obligations hereunder, and (ii) the payment of any prepayment charges incurred pursuant to the waiver of such Early Amortization Event, then the Mandatory Commitments and the Commitments of all Committed Lenders shall remain at their levels immediately prior to the occurrence of such Early Amortization EventSection 9.4(d).

Reduction of Commitments. (a) At any time the Borrower may, upon Upon at least five 3 Business Days’ prior written notice to the Administrative Agent, each Agent, the Account Bank and each Hedge CounterpartyBorrower shall have the right, reduce the Facility Amount to an amount not less than the Loans Outstanding, which reduction shall be applied, unless otherwise Consented to by the Administrative Agent and the Agentswithout premium or penalty, to terminate the Commitments of each Lender pro rata based on the Lender Percentage represented by Commitments, in part or in whole, provided that (i) any such Commitment. Any such reduction of termination shall apply to proportionately and permanently reduce the Commitment of each Lender, (ii) any Lender shall also reduce the related Mandatory Commitment of such Lender by the same amount. If any such written notice is delivered after 3:00 p.m., New York City time, five Business Days prior, such notice shall be deemed partial termination pursuant to be received prior to 3:00 p.m., New York City time, on the next succeeding Business Day. Each partial reduction this Section 3.3 shall be in a minimum aggregate an amount of at least $5,000,000 or and integral multiples of $1,000,000 in excess thereof. Any request for a , and (iii) no such reduction in the Facility Amount shall be irrevocable and the Borrower shall deliver no more than four such requests in any 12-month periodpermitted without payment of all costs required to be paid hereunder with respect to a prepayment. (b) In connection Any voluntary prepayment of the Revolving Loans pursuant to Section 7.6(d)(iii)(A) or with any funds on deposit in the Pledged Deposit Account shall be accompanied by a permanent reduction of the Facility AmountCommitments in the amount of such prepayment, with such reduction applying to proportionately reduce the Borrower shall remit to the Administrative Agent and the Agents, for payment to Commitment of each Lender, (i) instructions regarding such reduction and (ii) cash in an amount sufficient to pay any Aggregate Unpaids with respect to such reduction, including any associated Breakage Costs; provided, that no such reduction shall be given effect unless the Borrower has complied with the terms of any Hedging Agreement requiring that one or more Hedge Transactions be terminated in whole or in part as a result of any such reduction in the Loans Outstanding and the Borrower has paid all Hedge Breakage Costs due to the relevant Hedge Counterparty for any such termination. Upon receipt of any such amounts, the Administrative Agent and Agents shall apply such amounts first to the pro rata reduction of the Loans Outstanding, second to the payment of the remaining Aggregate Unpaids with respect thereto, including any Breakage Costs, by paying such amounts to the Lenders pro rata, based on their respective Lender Percentages. (c) On If the Commitment Termination Date for Borrower or any Domestic Subsidiary enters into a Committed LenderSecuritization Transaction as described in Section 7.8, the Mandatory Commitment and Commitments shall be permanently reduced by the maximum committed amount under such Securitization Transaction on the date of the initial sale or transfer of the accounts receivable under such Securitization Transaction, with such reduction applying to proportionately reduce the Commitment of such Committed Lender shall be automatically reduced to zero. On each Lender. (d) If the Termination DateRevolving Loans, Swing Line Advances, and Letter of Credit Obligations in the aggregate outstanding at any time exceed the amount of the Commitments as so reduced, the Mandatory Commitments Borrower shall immediately repay the Revolving Loans by an amount equal to such excess, together with all accrued but unpaid interest on such excess amount and the Commitments of all Committed Lenders shall be automatically reduced to zero; provided, that if the Termination Date occurs solely any amounts due to the occurrence of an Early Amortization Event and all Lenders have consented to the waiver of such Early Amortization Event, then the Mandatory Commitments and the Commitments of all Committed Lenders shall remain at their levels immediately prior to the occurrence of such Early Amortization Eventunder Section 3.14.

Reduction of Commitments. (a) At Subject to the terms and conditions set forth herein, the Borrower Representative shall have the one-time right, at any time during the Borrower mayterm hereof, upon at least five Business Days’ prior written notice to the Administrative Agent, each Agentto permanently reduce the Aggregate Revolving Loan Commitment Amount. Once decreased, the Account Bank Aggregate Revolving Loan Commitment Amount may no longer be increased under Section 2.01(a)(ii). Any such decrease shall be conditioned and effective upon the satisfaction of each Hedge Counterparty, reduce of the following conditions: (A) any such notice thereof must be received by 11:00 a.m. at least five (5) Business Days prior to the date of reduction. The Administrative Agent will give prompt notice to the Lenders of any such reduction of the Credit Facility Amount and Revolving Loan Commitments; (B) the Revolving Loan Commitments may not be reduced to an amount not less than the principal amount of the Revolving Loans, Swingline Loans Outstanding, which and any Letter of Credit Obligations then outstanding. Any reduction of the Aggregate Revolving Loan Commitments shall be appliedapplied ratably to the Revolving Loan Commitment of each Lender according to its Revolving Loan Commitment Percentage thereof. All commitment or other fees accrued until the effective date of any reduction of the Aggregate Revolving Loan Commitments shall be paid on the effective date of such reduction; and (C) effective upon such reduction, unless otherwise Consented the Borrowing Base Amount shall not be less than the reduced Aggregate Revolving Loan Commitment Amount. In connection with any such decrease in the Commitments, Schedule 2.01(a) shall be revised to reflect the modified Revolving Loan Commitments and Revolving Loan Commitment Percentages of the Lenders, and the Borrowers shall provide supporting corporate resolutions, legal opinions, promissory notes and other items as may be reasonably requested by the Administrative Agent and the Agents, to the Commitments of each Lender pro rata based on the Lender Percentage represented by such Commitment. Any such reduction of the Commitment of any Lender shall also reduce the related Mandatory Commitment of such Lender by the same amount. If any such written notice is delivered after 3:00 p.m., New York City time, five Business Days prior, such notice shall be deemed to be received prior to 3:00 p.m., New York City time, on the next succeeding Business Day. Each partial reduction shall be Lenders in a minimum aggregate amount of $5,000,000 or integral multiples of $1,000,000 in excess thereof. Any request for a reduction in the Facility Amount shall be irrevocable and the Borrower shall deliver no more than four such requests in any 12-month periodconnection therewith. (b) In connection with any reduction of the Facility Amount, the Borrower shall remit to the Administrative Agent and the Agents, for payment to each Lender, (i) instructions regarding such reduction and (ii) cash in an amount sufficient to pay any Aggregate Unpaids with respect to such reduction, including any associated Breakage Costs; provided, that no such reduction shall be given effect unless the Borrower has complied with the terms of any Hedging Agreement requiring that one or more Hedge Transactions be terminated in whole or in part as a result of any such reduction in the Loans Outstanding and the Borrower has paid all Hedge Breakage Costs due to the relevant Hedge Counterparty for any such termination. Upon receipt of any such amounts, the Administrative Agent and Agents shall apply such amounts first to the pro rata reduction of the Loans Outstanding, second to the payment of the remaining Aggregate Unpaids with respect thereto, including any Breakage Costs, by paying such amounts to the Lenders pro rata, based on their respective Lender Percentages. (c) On the Commitment Termination Date for a Committed Lender, the Mandatory Commitment and the Commitment of such Committed Lender shall be automatically reduced to zero. On the Termination Date, the Mandatory Commitments and the Commitments of all Committed Lenders shall be automatically reduced to zero; provided, that if the Termination Date occurs solely due to the occurrence of an Early Amortization Event and all Lenders have consented to the waiver of such Early Amortization Event, then the Mandatory Commitments and the Commitments of all Committed Lenders shall remain at their levels immediately prior to the occurrence of such Early Amortization Event.

Reduction of Commitments. The Total Term Loan A Commitment shall terminate at 5:00 p.m. (aNew York City time) At on the Term Loan A Commitment Termination Date. The Total Term Loan A-1 Commitment shall terminate at 5:00 p.m. (New York City time) on the Term Loan A-1 Commitment Termination Date. The Total Term Loan B Commitment shall terminate at 5:00 p.m. (New York City time) on the Term Loan B Commitment Termination Date. The Borrower may reduce the undrawn Total Term A Loan Commitment, the undrawn Total Term Loan A-1 Commitment and/or the undrawn Total Term Loan B Commitment to an amount (which may be zero) not less than the aggregate principal amount of any time Term Loan A, Term Loan A-1 and/or Term Loan B, as applicable, not yet made as to which a Notice of Borrowing has been given by the Borrower mayunder Section 2.02. Each such reduction (x) shall be in an amount which is an integral multiple of $1,000,000 (or by the full amount of the Total Term Loan A Commitment, upon the Total Term Loan A-1 Commitment and/or Term Loan B Commitment, as applicable, in effect immediately prior to such reduction if such applicable amount at least five that time is less than $1,000,000), (y) shall be made by providing not less than 5 Business Days’ ' prior written notice to the Administrative Agent, each Agentand (z) shall be irrevocable. Once reduced, the Account Bank Total Term Loan A Commitment, Total Term Loan A-1 Commitment and each Hedge Counterparty, reduce the Facility Amount to an amount Total Term Loan B Commitment may not less than the Loans Outstanding, which reduction shall be applied, unless otherwise Consented to by the Administrative Agent and the Agents, to the Commitments of each Lender pro rata based on the Lender Percentage represented by such Commitmentincreased. Any Each such reduction of the Total Term Loan A Commitment, Total Term Loan A-1 Commitment of any Lender and/or Total Term Loan B Commitment shall also reduce the related Mandatory Term Loan A Commitment, Total Term Loan A-2 Commitment and/or Term Loan B Commitment, as applicable, of such each Lender by the same amount. If any such written notice is delivered after 3:00 p.m., New York City time, five Business Days prior, such notice shall be deemed to be received prior to 3:00 p.m., New York City time, on the next succeeding Business Day. Each partial reduction shall be proportionately in a minimum aggregate amount of $5,000,000 or integral multiples of $1,000,000 in excess accordance with its Pro Rata Share thereof. Any request for a reduction in the Facility Amount shall be irrevocable and the Borrower shall deliver no more than four such requests in any 12-month period. (b) In connection with any reduction of the Facility Amount, Total Term Loan A Commitment or the Borrower Total Term Loan A-1 Commitment shall remit be allocated on a pro rata basis to the Administrative Agent and the Agents, for payment to each Lender, (i) instructions regarding such reduction and (ii) cash in an amount sufficient to pay any Aggregate Unpaids with respect to such reduction, including any associated Breakage Costs; provided, that no such reduction shall be given effect unless the Borrower has complied with the terms of any Hedging Agreement requiring that one or more Hedge Transactions be terminated in whole or in part as a result of any such reduction in the Loans Outstanding and the Borrower has paid all Hedge Breakage Costs due to the relevant Hedge Counterparty for any such termination. Upon receipt of any such amounts, the Administrative Agent and Agents shall apply such amounts first to the pro rata reduction of the Loans Outstanding, second to the payment of the remaining Aggregate Unpaids with respect thereto, including any Breakage Costs, by paying such amounts to the Lenders pro rata, based on their respective Lender Percentages. (c) On the Commitment Termination Date for a Committed Lender, the Mandatory Total Term Loan A Commitment and the Commitment of such Committed Lender shall be automatically reduced to zero. On the Termination Date, the Mandatory Commitments and the Commitments of all Committed Lenders shall be automatically reduced to zero; provided, that if the Termination Date occurs solely due to the occurrence of an Early Amortization Event and all Lenders have consented to the waiver of such Early Amortization Event, then the Mandatory Commitments and the Commitments of all Committed Lenders shall remain at their levels immediately prior to the occurrence of such Early Amortization EventTotal Term Loan A-1 Commitment.

Reduction of Commitments. (a) At The Borrowers shall have the right, at any time and from time to time after the Borrower mayAgreement Date and prior to the Maturity Date, upon at least five ten (10) Business Days’ prior written notice (which such notice may be be conditioned upon the effectiveness of other credit facilities or another event) to the Revolving Facility Administrative Agent, each Agentwithout premium or penalty, to cancel or reduce permanently all or a portion of the Account Bank and each Hedge CounterpartyRevolving Loan Commitment (i) on a pro rata basis among the Lenders in accordance with their respective Commitment Ratios or (ii) solely in connection with the Second Amendment on the Second Amendment Effective Date, reduce of any Revolving Facility Lender or Lenders, as selected at the Facility Amount to Borrowers’ discretion; provided, that (i) any such partial reduction be made in an amount not less than the Loans Outstanding, which reduction shall be applied, unless otherwise Consented to by the Administrative Agent $1,000,000 and the Agents, to the Commitments of each Lender pro rata based on the Lender Percentage represented by such Commitment. Any such reduction of the Commitment of any Lender shall also reduce the related Mandatory Commitment of such Lender by the same amount. If any such written notice is delivered after 3:00 p.m., New York City time, five Business Days prior, such notice shall be deemed to be received prior to 3:00 p.m., New York City time, on the next succeeding Business Day. Each partial reduction shall be in a minimum aggregate amount of $5,000,000 or integral multiples of $1,000,000 in excess thereofthereof and (ii) the Revolving Loan Commitment may not be reduced to an amount below the then outstanding Letter of Credit Obligations unless in compliance with subsection (iii) below. Any request for a As of the date of cancellation or reduction set forth in such notice, the Revolving Loan Commitment shall be permanently canceled or reduced to the amount stated in the Facility Amount shall be irrevocable Administrative Borrower’s notice for all purposes herein, and the Borrower Borrowers shall deliver no (i) pay to the Revolving Facility Administrative Agent for the account of the Lenders the amount necessary to repay in full the principal amount of the Agent Advances, Swing Line Loans and Revolving Loans or reduce the principal amount of the Agent Advances, Swing Line Loans and Revolving Loans then outstanding to not more than four such requests in any 12-month period. (b) In connection with any reduction the amount of the Facility AmountRevolving Loan Commitment as so reduced, together with accrued unpaid interest on the Borrower shall remit amount so prepaid and the Unused Line Fee accrued through the date of the reduction with respect to the amount reduced, and (ii) reimburse the Revolving Facility Administrative Agent and the Agents, Lenders for any Funding Loss or reasonable out-of-pocket expense incurred by any of them in connection with such payment to each Lender, (i) instructions regarding such reduction as set forth in Section 2.9 and (iiiii) in the case of cancellation of the Revolving Loan Commitment, shall secure the Letter of Credit Obligations through the delivery of cash collateral to the Issuing Bank in an amount sufficient equal to pay any Aggregate Unpaids with respect to such reduction, including any associated Breakage Costs; provided, that no such reduction shall be given effect unless the Borrower has complied with the terms of any Hedging Agreement requiring that one or more Hedge Transactions be terminated in whole or in part as a result of any such reduction in the Loans Outstanding and the Borrower has paid all Hedge Breakage Costs due to the relevant Hedge Counterparty for any such termination. Upon receipt of any such amounts, the Administrative Agent and Agents shall apply such amounts first to the pro rata reduction hundred five percent (105%) of the Loans Outstanding, second to the payment Letters of the remaining Aggregate Unpaids with respect thereto, including any Breakage Costs, by paying such amounts to the Lenders pro rata, based on their respective Lender PercentagesCredit Obligations. (c) On the Commitment Termination Date for a Committed Lender, the Mandatory Commitment and the Commitment of such Committed Lender shall be automatically reduced to zero. On the Termination Date, the Mandatory Commitments and the Commitments of all Committed Lenders shall be automatically reduced to zero; provided, that if the Termination Date occurs solely due to the occurrence of an Early Amortization Event and all Lenders have consented to the waiver of such Early Amortization Event, then the Mandatory Commitments and the Commitments of all Committed Lenders shall remain at their levels immediately prior to the occurrence of such Early Amortization Event.

Reduction of Commitments. (a) At The Borrowers shall have the right, at any time and from time to time after the Borrower mayAgreement Date and prior to the Maturity Date, upon at least five ten (10) Business Days’ prior written notice (which such notice may be be conditioned upon the effectiveness of other credit facilities or another event) to the Revolving Facility Administrative Agent, each Agentwithout premium or penalty, to cancel or reduce permanently all or a portion of the Account Bank and each Hedge CounterpartyRevolving Loan Commitment on a pro rata basis among the Lenders in accordance with their respective Commitment Ratios; provided, reduce the Facility Amount to that (i) any such partial reduction be made in an amount not less than the Loans Outstanding, which reduction shall be applied, unless otherwise Consented to by the Administrative Agent $1,000,000 and the Agents, to the Commitments of each Lender pro rata based on the Lender Percentage represented by such Commitment. Any such reduction of the Commitment of any Lender shall also reduce the related Mandatory Commitment of such Lender by the same amount. If any such written notice is delivered after 3:00 p.m., New York City time, five Business Days prior, such notice shall be deemed to be received prior to 3:00 p.m., New York City time, on the next succeeding Business Day. Each partial reduction shall be in a minimum aggregate amount of $5,000,000 or integral multiples of $1,000,000 in excess thereofthereof and (ii) the Revolving Loan Commitment may not be reduced to an amount below the then outstanding Letter of Credit Obligations unless in compliance with subsection (iii) below. Any request for a As of the date of cancellation or reduction set forth in such notice, the Revolving Loan Commitment shall be permanently canceled or reduced to the amount stated in the Facility Amount shall be irrevocable Administrative Borrower’s notice for all purposes herein, and the Borrower Borrowers shall deliver no (i) pay to the Revolving Facility Administrative Agent for the account of the Lenders the amount necessary to repay in full the principal amount of the Agent Advances, Swing Line Loans and Revolving Loans or reduce the principal amount of the Agent Advances, Swing Line Loans and Revolving Loans then outstanding to not more than four such requests in any 12-month period. (b) In connection with any reduction the amount of the Facility AmountRevolving Loan Commitment as so reduced, together with accrued unpaid interest on the Borrower shall remit amount so prepaid and the Unused Line Fee accrued through the date of the reduction with respect to the amount reduced, and (ii) reimburse the Revolving Facility Administrative Agent and the Agents, Lenders for any Funding Loss or reasonable out-of-pocket expense incurred by any of them in connection with such payment to each Lender, (i) instructions regarding such reduction as set forth in Section 2.9 and (iiiii) in the case of cancellation of the Revolving Loan Commitment, shall secure the Letter of Credit Obligations through the delivery of cash collateral to the Issuing Bank in an amount sufficient equal to pay any Aggregate Unpaids with respect to such reduction, including any associated Breakage Costs; provided, that no such reduction shall be given effect unless the Borrower has complied with the terms of any Hedging Agreement requiring that one or more Hedge Transactions be terminated in whole or in part as a result of any such reduction in the Loans Outstanding and the Borrower has paid all Hedge Breakage Costs due to the relevant Hedge Counterparty for any such termination. Upon receipt of any such amounts, the Administrative Agent and Agents shall apply such amounts first to the pro rata reduction hundred five percent (105%) of the Loans Outstanding, second to the payment Letters of the remaining Aggregate Unpaids with respect thereto, including any Breakage Costs, by paying such amounts to the Lenders pro rata, based on their respective Lender PercentagesCredit Obligations. (c) On the Commitment Termination Date for a Committed Lender, the Mandatory Commitment and the Commitment of such Committed Lender shall be automatically reduced to zero. On the Termination Date, the Mandatory Commitments and the Commitments of all Committed Lenders shall be automatically reduced to zero; provided, that if the Termination Date occurs solely due to the occurrence of an Early Amortization Event and all Lenders have consented to the waiver of such Early Amortization Event, then the Mandatory Commitments and the Commitments of all Committed Lenders shall remain at their levels immediately prior to the occurrence of such Early Amortization Event.

Reduction of Commitments. (a) At any time the Borrower may, upon at least five Business Days’ ' prior written notice to the Administrative Agent, each Agent, the Account Bank and each Hedge Counterparty, reduce the Facility Amount to an amount not less than the Loans Outstanding, which reduction shall be applied, unless otherwise Consented to by the Administrative Agent and the Agents, to the Commitments of each Lender pro rata based on the Lender Percentage represented by such Commitment. Any such reduction of the Commitment of any Lender shall also reduce the related Mandatory Commitment of such Lender by the same amount. If any such written notice is delivered after 3:00 p.m., New York City time, five Business Days prior, such notice shall be deemed to be received prior to 3:00 p.m., New York City time, on the next succeeding Business Day. Each partial reduction shall be in a minimum aggregate amount of $5,000,000 or integral multiples of $1,000,000 in excess thereof. Any request for a reduction in the Facility Amount shall be irrevocable and the Borrower shall deliver no more than four such requests in any 12-month period. (b) In connection with any reduction of the Facility Amount, the Borrower shall remit to the Administrative Agent and the Agents, for payment to each Lender, (i) instructions regarding such reduction and (ii) cash in an amount sufficient to pay any Aggregate Unpaids with respect to such reduction, including any associated Breakage Costs; provided, that no such reduction shall be given effect unless the Borrower has complied with the terms of any Hedging Agreement requiring that one or more Hedge Transactions be terminated in whole or in part as a result of any such reduction in the Loans Outstanding and the Borrower has paid all Hedge Breakage Costs due to the relevant Hedge Counterparty for any such termination. Upon receipt of any such amounts, the Administrative Agent and Agents shall apply such amounts first to the pro rata reduction of the Loans Outstanding, second to the payment of the remaining Aggregate Unpaids with respect thereto, including any Breakage Costs, by paying such amounts to the Lenders pro rata, based on their respective Lender Percentages. (c) On the Commitment Termination Date for a Committed Lender, the Mandatory Commitment and the Commitment of such Committed Lender shall be automatically reduced to zero. On the Termination Date, the Mandatory Commitments and the Commitments of all Committed Lenders shall be automatically reduced to zero; provided, that if the Termination Date occurs solely due to the occurrence of an Early Amortization Event and all Lenders have consented to the waiver of such Early Amortization Event, then the Mandatory Commitments and the Commitments of all Committed Lenders shall remain at their levels immediately prior to the occurrence of such Early Amortization Event.all

Reduction of Commitments. Provided that there is then no outstanding Default and that no Default will be caused by such reduction, the Borrowers shall have the right, without premium or penalty (a) At except as otherwise set forth herein), at any time the Borrower may, and from time to time upon at least five three (3) Business Days’ Days prior written notice to the Administrative AgentAgent to reduce by $3,000,000, each Agent, the Account Bank and each Hedge Counterparty, reduce the Facility Amount to an amount not less than the Loans Outstanding, which reduction shall be applied, unless otherwise Consented to by the Administrative Agent and the Agents, to the Commitments of each Lender pro rata based on the Lender Percentage represented by such Commitment. Any such reduction of the Commitment of any Lender shall also reduce the related Mandatory Commitment of such Lender by the same amount. If any such written notice is delivered after 3:00 p.m., New York City time, five Business Days prior, such notice shall be deemed to be received prior to 3:00 p.m., New York City time, on the next succeeding Business Day. Each partial reduction shall be in a minimum aggregate amount of $5,000,000 or integral multiples of $1,000,000 in excess thereof. Any request for a reduction , or to terminate entirely, (a) the Term Loan Limit in excess of the Facility Amount shall be irrevocable and the Borrower shall deliver no more than four such requests in any 12-month period. then outstanding Term Loans, or (b) In connection with any reduction the Revolving Credit Limit in excess of the Facility Amountthen outstanding Revolving Exposure, provided that the Revolving Credit Limit may not be reduced below $75,000,000 unless all Revolving Loans are paid and performed in full and the Revolving Credit Limit is reduced to zero. In the event of any such reduction, the Borrower Commitments of the Lenders shall remit be either (i) reduced pro rata in accordance with their respective Revolving Loan Commitment Percentages or Term Loan Commitment Percentages, as the case may be, of the amount specified in such notice, or (ii) as the case may be, terminated. Promptly after receiving any notice from the Borrowers delivered pursuant to this Section, the Administrative Agent will notify the Lenders of the substance thereof. Upon the effective date of any such reduction or termination, the Borrowers shall pay to the Administrative Agent and for the Agents, for payment to each Lender, (i) instructions regarding respective pro rata accounts of such reduction and (ii) cash in an Lenders the full amount sufficient to pay any Aggregate Unpaids with respect to such reduction, including any associated Breakage Costs; provided, that no such reduction shall be given effect unless the Borrower has complied with the terms of any Hedging Agreement requiring that one Unused Facility Fee or more Hedge Transactions other Fee then accrued on the amount of the reduction. No reduction or termination of the Commitments may be terminated in whole or in part as a result of any such reduction in the Loans Outstanding and the Borrower has paid all Hedge Breakage Costs due to the relevant Hedge Counterparty for any such terminationreinstated. Upon receipt any reduction or termination of any such amountsone but not both of the aggregate Revolving Loan Commitments or Term Loan Commitments of all the Revolving Credit Lenders and Term Loan Lenders, respectively, pursuant to this Section, the Administrative Agent and Agents shall apply such amounts first will circulate to the pro rata reduction Borrowers and each of the Loans Outstanding, second to the payment of the remaining Aggregate Unpaids with respect thereto, including any Breakage Costs, by paying Lenders a revised Schedule 2 reflecting such amounts to the Lenders pro rata, based on their respective Lender Percentagesreduction or termination. (c) On the Commitment Termination Date for a Committed Lender, the Mandatory Commitment and the Commitment of such Committed Lender shall be automatically reduced to zero. On the Termination Date, the Mandatory Commitments and the Commitments of all Committed Lenders shall be automatically reduced to zero; provided, that if the Termination Date occurs solely due to the occurrence of an Early Amortization Event and all Lenders have consented to the waiver of such Early Amortization Event, then the Mandatory Commitments and the Commitments of all Committed Lenders shall remain at their levels immediately prior to the occurrence of such Early Amortization Event.

Reduction of Commitments. (a) At any time the Borrower may, upon at least five Business Days’ ' prior written notice to the Administrative Agent, each Agent, the Account Bank and each Hedge Counterparty, reduce the Facility Amount to an amount not less than the Loans Outstanding, which reduction shall be applied, unless otherwise Consented to by the Administrative Agent and the Agents, to the Commitments of each Lender pro rata based on the Lender Percentage represented by such Commitment. Any such reduction of the Commitment of any Lender shall also reduce the related Mandatory Commitment of such Lender by the same amount. If any such written notice is delivered after 3:00 p.m., New York City time, five Business Days prior, such notice shall be deemed to be received prior to 3:00 p.m., New York City time, on the next succeeding Business Day. Each partial reduction shall be in a minimum aggregate amount of $5,000,000 or integral multiples of $1,000,000 in DB1/ 139452285.4144571789.3 49 excess thereof. Any request for a reduction in the Facility Amount shall be irrevocable and the Borrower shall deliver no more than four such requests in any 12-month period. (b) In connection with any reduction of the Facility Amount, the Borrower shall remit to the Administrative Agent and the Agents, for payment to each Lender, (i) instructions regarding such reduction and (ii) cash for payment to each Lender, in an amount sufficient to pay any Aggregate Unpaids with respect to such reduction, including any associated Breakage Costs; provided, that no such reduction shall be given effect unless the Borrower has complied with the terms of any Hedging Agreement requiring that one or more Hedge Transactions be terminated in whole or in part as a result of any such reduction in the Loans Outstanding and the Borrower has paid all Hedge Breakage Costs due to the relevant Hedge Counterparty for any such termination. Upon receipt of any such amounts, the Administrative Agent and Agents shall apply such amounts first to the pro rata reduction of the Loans Outstanding, second to the payment of the remaining Aggregate Unpaids with respect thereto, including any Breakage Costs, by paying such amounts to the Lenders pro rata, based on their respective Lender Percentages. (c) On the Commitment Termination Date for a Committed Lender, the Mandatory Commitment and the Commitment of such Committed Lender shall be automatically reduced to zero. On the Termination Date, the Mandatory Commitments and the Commitments of all Committed Lenders shall be automatically reduced to zero; provided, that if the Termination Date occurs solely due to the occurrence of an Early Amortization Event and all Lenders have consented to the waiver of such Early Amortization Event, then the Mandatory Commitments and the Commitments of all Committed Lenders shall remain at their levels immediately prior to the occurrence of such Early Amortization Event.

Reduction of Commitments. (ai) At any time The Total Revolving Credit Commitment shall terminate on the Borrower Final Maturity Date. The Borrowers may, upon without premium or penalty (except as provided in Section 2.05(a)(iv)), reduce the Total Revolving Credit Commitment to an amount (which may be zero) not less than the sum of (I) the aggregate unpaid principal amount of all Revolving Credit Loans then outstanding, (II) the aggregate principal amount of all Revolving Credit Loans not yet made as to which a Notice of Borrowing has been given by the Administrative Borrower under Section 2.02, (III) the LC Exposure at least five such time and (IV) the stated amount of all Letters of Credit not yet issued as to which a request has been made and not withdrawn. (ii) Each such reduction shall be in an amount which is an integral multiple of $1,000,000 (unless the Total Revolving Credit Commitment in effect immediately prior to such reduction is less than $1,000,000, in which case the reduction shall be in the entire amount of such Total Revolving Credit Commitment), shall be made by providing not less than three (3) Business Days’ ' prior written notice to the Administrative Agent, each AgentAgent and shall be irrevocable. Once reduced, the Account Bank and each Hedge Counterparty, reduce the Facility Amount to an amount applicable Total Revolving Credit Commitment may not less than the Loans Outstanding, which reduction shall be applied, unless otherwise Consented to by the Administrative Agent and the Agents, to the Commitments of each Lender pro rata based on the Lender Percentage represented by such Commitment. Any increased. (iii) Each such reduction of the Total Revolving Credit Commitment shall reduce the applicable Commitment of any each Lender shall also reduce proportionately in accordance with its Pro Rata Share thereof. (iv) If prior to the related Mandatory one year anniversary of the Effective Date, either (a) this Agreement is terminated or (b) the Total Revolving Credit Commitment is reduced pursuant to Section 2.05(a) to an amount that is 50% or less of the amount of the Total Revolving Credit Commitment as in effect on the Effective Date, then at the effective date of such Lender by termination or reduction, the same amountBorrowers shall pay to the Administrative Agent, for the ratable benefit of Lenders (in addition to the then outstanding principal, accrued interest and other charges then due and payable under the terms of this Agreement and any of the other Loan Documents) and any amounts owing pursuant to Section 2.10, as liquidated damages for the loss of the bargain and not as a penalty, an amount equal to 1.0% of the amount of the Total Revolving Credit Commitment (as such amount is calculated as of the date of termination or reduction). If any such written notice is delivered termination or reduction occurs on or after 3:00 p.m.the one year anniversary of the Effective Date, New York City time, five Business Days prior, no such notice liquidated damages shall be deemed to be received prior to 3:00 p.m., New York City time, on the next succeeding Business Day. Each partial reduction shall be in a minimum aggregate amount of $5,000,000 or integral multiples of $1,000,000 in excess thereof. Any request for a reduction in the Facility Amount shall be irrevocable and the Borrower shall deliver no more than four such requests in any 12-month periodpayable. (b) In connection with any reduction of the Facility Amount, the Borrower shall remit to the Administrative Agent and the Agents, for payment to each Lender, (i) instructions regarding such reduction and (ii) cash in an amount sufficient to pay any Aggregate Unpaids with respect to such reduction, including any associated Breakage Costs; provided, that no such reduction shall be given effect unless the Borrower has complied with the terms of any Hedging Agreement requiring that one or more Hedge Transactions be terminated in whole or in part as a result of any such reduction in the Loans Outstanding and the Borrower has paid all Hedge Breakage Costs due to the relevant Hedge Counterparty for any such termination. Upon receipt of any such amounts, the Administrative Agent and Agents shall apply such amounts first to the pro rata reduction of the Loans Outstanding, second to the payment of the remaining Aggregate Unpaids with respect thereto, including any Breakage Costs, by paying such amounts to the Lenders pro rata, based on their respective Lender Percentages. (c) On the Commitment Termination Date for a Committed Lender, the Mandatory Commitment and the Commitment of such Committed Lender shall be automatically reduced to zero. On the Termination Date, the Mandatory Commitments and the Commitments of all Committed Lenders shall be automatically reduced to zero; provided, that if the Termination Date occurs solely due to the occurrence of an Early Amortization Event and all Lenders have consented to the waiver of such Early Amortization Event, then the Mandatory Commitments and the Commitments of all Committed Lenders shall remain at their levels immediately prior to the occurrence of such Early Amortization Event.

Reduction of Commitments. (a) At The Borrower at its option may at any time the Borrower may, and from time to time upon at least five three Domestic Business Days’ prior written ' notice to the Administrative AgentAgent terminate in their entirety or reduce, each Agent, the Account Bank and each Hedge Counterparty, reduce the Facility Amount to in an amount not less than the Loans Outstanding, which reduction shall be applied, unless otherwise Consented to by the Administrative Agent and the Agents, to the Commitments of each Lender pro rata based on the Lender Percentage represented by such Commitment. Any such reduction of the Commitment of any Lender shall also reduce the related Mandatory Commitment of such Lender by the same amount. If any such written notice is delivered after 3:00 p.m., New York City time, five Business Days prior, such notice shall be deemed to be received prior to 3:00 p.m., New York City time, on the next succeeding Business Day. Each partial reduction shall be in a minimum aggregate amount of $5,000,000 10,000,000 or integral multiples any larger multiple of $1,000,000 in excess thereof5,000,000, the unused Commitments (any such reduction to be applied ratably to the respective Commitments of all Banks). Any request for a reduction in For this purpose, the Facility Amount Commitments shall be irrevocable deemed unused at any time to the extent (and only to the extent) that the Borrower could at such time borrow Committed Loans without causing the Credits to exceed the aggregate Commitments at such time. Upon any termination or reduction of the Commitments pursuant to this subsection (a) or subsection (b) below, the Administrative Agent shall deliver no more than four promptly notify each Bank of such requests in any 12-month periodtermination or reduction. Each reduction of the Commitments pursuant to this subsection (a) shall be permanent. (b) In connection with addition, the Commitments shall be reduced upon the incurrence by the Parent Guarantor or any reduction of its Subsidiaries of Excess Secured Debt (other than Excess Secured Debt arising out of the Facility Amountrefinancing, the Borrower shall remit extension, renewal or refunding of other Excess Secured Debt, except to the Administrative Agent extent, and only to the Agentsextent, for payment to each Lenderthat the outstanding principal amount of such other Excess Secured Debt is increased), (i) instructions regarding such reduction and (ii) cash in an amount sufficient to pay any Aggregate Unpaids with respect to such reduction, including any associated Breakage Costs; provided, that no such reduction shall be given effect unless the Borrower has complied with the terms of any Hedging Agreement requiring that one or more Hedge Transactions be terminated in whole or in part as a result of any such reduction in the Loans Outstanding and the Borrower has paid all Hedge Breakage Costs due equal to the relevant Hedge Counterparty for any cash proceeds of such termination. Upon receipt of any such amountsExcess Secured Debt, the Administrative Agent and Agents shall apply such amounts first to the pro rata reduction net of the Loans Outstanding, second to the payment reasonable expenses of the remaining Aggregate Unpaids Parent Guarantor or such Subsidiary in connection with respect thereto, including any Breakage Costs, by paying such amounts to the Lenders pro rata, based on their respective Lender Percentagesincurrence. (c) The reduction required by subsection (b) of this Section 2.10 shall be effective on the date of receipt by the Parent Guarantor or any of its Subsidiaries of the amounts described therein; provided that, in the event such amounts shall aggregate less than $10,000,000, such reduction shall be effective forthwith upon receipt by the Parent Guarantor or any of its Subsidiaries of proceeds which, together with all other amounts described in subsection (b) above not previously applied pursuant to subsection (b) of this Section 2.10, aggregate $10,000,000 or more. The Borrower shall give the Administrative Agent at least four Euro-Dollar Business Days' notice of each reduction in the Commitments pursuant to subsection (b) of this Section 2.10 and a certificate of a Principal Officer of the Parent Guarantor, setting forth the information, in form and substance satisfactory to the Administrative Agent, necessary to determine the amount of each such reduction. (d) Each reduction of the Commitments pursuant to subsection (b) of this Section 2.10 shall be applied ratably to the respective Commitments of the Banks. In addition, each reduction of the Commitments pursuant to subsection (b) of this Section 2.10 shall be permanent. (e) On the Commitment Termination Date for each date on which a Committed Lenderreduction required by subsection (b) becomes effective, the Mandatory Commitment Borrower shall repay or prepay such principal amount of the outstanding Credits, if any, as may be necessary so that after such payment or prepayment, (i) the unpaid principal amount of the Credits does not exceed the aggregate Commitments after giving effect to such reduction of the Commitments and (ii) the unpaid principal amount of the Committed Loans of each Bank does not exceed the amount of the Commitment of such Committed Lender Bank as then reduced. The particular Borrowings to be repaid shall be automatically reduced to zero. On as designated by the Termination Date, Borrower in the Mandatory Commitments and related Notice or Notices of Borrowing; provided that if there shall have been a mandatory reduction of the Commitments pursuant to subsection (b) of all Committed Lenders shall be automatically reduced to zero; providedthis Section 2.10 at a time such that, that if and with the Termination Date occurs solely due to the occurrence result that, this subsection (e) would otherwise require payment of an Early Amortization Event and all Lenders have consented to the waiver principal of such Early Amortization Event, then the Mandatory Commitments and the Commitments of all Committed Lenders shall remain at their levels immediately Fixed Rate Loans or portions thereof prior to the occurrence last day of the related Interest Period, such payment shall be deferred to such last day unless the Required Banks otherwise elect by notice to the Borrower through the Administrative Agent (and the facility fee provided for in Section 2.09(a) shall continue to accrue on the amount of such Early Amortization Eventdeferred payment until such payment is made). Each repayment or prepayment pursuant to this subsection (e) shall be made together with accrued interest to the date of payment or prepayment, and shall be applied ratably to payment of the Credits of the several Banks in the related Borrowing.

Reduction of Commitments. (a) At any time the Borrower may, upon at least five Business Days’ ' prior written notice to the Administrative Agent, each Agent, the Account Bank and each Hedge Counterparty, reduce the Facility Amount to an amount not less than the Loans Outstanding, which reduction shall be applied, unless otherwise Consented to by the Administrative Agent and the Agents, to the Commitments of each Lender pro rata based on the Lender Percentage represented by such Commitment. Any such reduction of the Commitment of any Lender shall also reduce the related Mandatory Commitment of such Lender by the same amount. If any such written notice is delivered after 3:00 p.m., New York City time, five Business Days prior, such notice shall be deemed to be received prior to 3:00 p.m., New York City time, on the next succeeding Business Day. Each partial reduction shall be in a minimum aggregate amount of $5,000,000 or integral multiples of $1,000,000 in excess thereof. Any request for a reduction in the Facility Amount shall be irrevocable and the Borrower shall deliver no more than four such requests in any 12-month period. (b) In connection with any reduction of the Facility Amount, the Borrower shall remit to the Administrative Agent and the Agents, for payment to each Lender, (i) instructions regarding such reduction and (ii) cash for payment to each Lender, in an amount sufficient to pay any Aggregate Unpaids with respect to such reduction, including any associated Breakage Costs; provided, that no such reduction shall be given effect unless the Borrower has complied with the terms of any Hedging Agreement requiring that one or more Hedge Transactions be terminated in whole or in part as a result of any such reduction in the Loans Outstanding and the Borrower has paid all Hedge Breakage Costs due to the relevant Hedge Counterparty for any such termination. Upon receipt of any such amounts, the Administrative Agent and Agents shall apply such amounts first to the DB1/ 139452285.4 49 154304283v7 pro rata reduction of the Loans Outstanding, second to the payment of the remaining Aggregate Unpaids with respect thereto, including any Breakage Costs, by paying such amounts to the Lenders pro rata, based on their respective Lender Percentages. (c) On the Commitment Termination Date for a Committed Lender, the Mandatory Commitment and the Commitment of such Committed Lender shall be automatically reduced to zero. On the Termination Date, the Mandatory Commitments and the Commitments of all Committed Lenders shall be automatically reduced to zero; provided, that if the Termination Date occurs solely due to the occurrence of an Early Amortization Event and all Lenders have consented to the waiver of such Early Amortization Event, then the Mandatory Commitments and the Commitments of all Committed Lenders shall remain at their levels immediately prior to the occurrence of such Early Amortization Event.

Reduction of Commitments. (a) At any time During the Revolving Credit Period, the U.S. Borrowers jointly or the Canadian Borrower may, upon at least five three Business Days’ prior written notice to the Administrative Agent, each Agent, the Account Bank and each Hedge Counterparty, reduce the Facility Amount to an amount not less than the Loans Outstanding, which reduction shall be applied, unless otherwise Consented to by the Administrative Agent and the Agents, to (i) terminate the Commitments of each Lender pro rata based on the Lender Percentage represented related Class in either case in their entirety at any time, if there are no Outstandings for such Class at such time or (ii) ratably reduce from time to time by an Approved Amount, the aggregate amount of the Commitments of the related Class in excess of the Total Outstanding Amount for such CommitmentClass. Any such Each reduction of the Commitment of any Lender shall also reduce the related Mandatory Commitment of such Lender by the same amount. If any such written notice is delivered after 3:00 p.m., New York City time, five Business Days prior, such notice Commitments pursuant to this Section 4.08(a) shall be deemed to be received prior to 3:00 p.m., New York City time, on the next succeeding Business Day. Each partial reduction shall be in a minimum aggregate amount of $5,000,000 or integral multiples of $1,000,000 in excess thereof. Any request for a reduction in the Facility Amount shall be irrevocable and the Borrower shall deliver no more than four such requests in any 12-month periodpermanent. (b) In connection with addition, the Commitments shall be reduced upon the incurrence by the Parent Guarantor or any reduction of its Subsidiaries of Excess Secured Debt (other than Excess Secured Debt arising out of the Facility Amountrefinancing, the Borrower shall remit extension, renewal or refunding of other Excess Secured Debt, except to the Administrative Agent extent, and only to the Agentsextent, for payment to each Lenderthat the outstanding principal amount of such other Excess Secured Debt is increased), (i) instructions regarding such reduction and (ii) cash in an amount sufficient to pay any Aggregate Unpaids with respect to such reduction, including any associated Breakage Costs; provided, that no such reduction shall be given effect unless the Borrower has complied with the terms of any Hedging Agreement requiring that one or more Hedge Transactions be terminated in whole or in part as a result of any such reduction in the Loans Outstanding and the Borrower has paid all Hedge Breakage Costs due equal to the relevant Hedge Counterparty for any cash proceeds of such termination. Upon receipt of any such amountsExcess Secured Debt, the Administrative Agent and Agents shall apply such amounts first to the pro rata reduction net of the Loans Outstanding, second to the payment reasonable expenses of the remaining Aggregate Unpaids Parent Guarantor or such Subsidiary in connection with respect thereto, including any Breakage Costs, by paying such amounts to the Lenders pro rata, based on their respective Lender Percentagesincurrence. (c) On The reduction required by subsection (b) of this Section 4.08 shall be effective on the Commitment Termination Date date of receipt by the Parent Guarantor or any of its Subsidiaries of the amounts described therein; provided that, in the event such amounts shall aggregate less than $10,000,000, such reduction shall be effective forthwith upon receipt by the Parent Guarantor or any of its Subsidiaries of proceeds which, together with all other amounts described in subsection (b) above not previously applied pursuant to subsection (b) of this Section 4.08, aggregate $10,000,000 or more. The Borrowers shall give the Administrative Agent at least four Business Days’ notice of each reduction in the Commitments pursuant to subsection (b) of this Section 4.08 and a certificate of a Principal Officer of the Parent Guarantor, setting forth the information, in form and substance satisfactory to the Administrative Agent, necessary to determine the amount of each such reduction. Each reduction of the Commitments pursuant to Section 4.08(b) shall be applied ratably to the respective Commitments of the Lenders and shall be permanent. (d) Subject in the case of any Euro-Currency Loans to Section 4.12 and in the case of any Bankers’ Acceptances to Section 3.02, on each date on which a reduction required by subsection (b) becomes effective, each Borrower shall, in such proportion as the Borrowers have jointly determined or in the absence of any such determination as shall be determined by the Administrative Agent, repay or prepay such principal amount of the outstanding Loans, if any, as may be necessary so that after such payment or prepayment, (i) the Total Outstanding Amount of each Class does not exceed the aggregate Commitments of such Class after giving effect to such reduction of the Commitments and (ii) the U.S. Committed Outstandings for a Committed Lender, each U.S. Lender does not exceed the Mandatory Commitment and the U.S. Commitment of such Committed Lender as then reduced. The particular Loans to be repaid shall be automatically reduced to zero. On as designated by the Termination Date, Borrowers in the Mandatory Commitments and related Notice or Notices of Borrowing; provided that if there shall have been a mandatory reduction of the Commitments pursuant to subsection (b) of all Committed Lenders shall be automatically reduced to zero; providedthis Section 4.08 at a time such that, that if and with the Termination Date occurs solely due to the occurrence result that, this subsection (d) would otherwise require payment of an Early Amortization Event and all Lenders have consented to the waiver principal of such Early Amortization Event, then the Mandatory Commitments and the Commitments of all Committed Lenders shall remain at their levels immediately Fixed Rate Loans or portions thereof prior to the occurrence last day of the related Interest Period, such payment shall be deferred to such last day unless the Required Lenders otherwise elect by notice to the Borrowers through the Administrative Agent (and the facility fee provided for in Section 4.05(a) shall continue to accrue on the amount of such Early Amortization Eventdeferred payment until such payment is made). Each repayment or prepayment pursuant to this subsection (d) shall be made together with accrued interest to the date of payment or prepayment, and shall be applied ratably to payment of the Loans of the several Lenders in the included in the related Group.