Common use of Reduction of Commitments Clause in Contracts

Reduction of Commitments. Upon at least five (5) calendar days prior written notice to the Administrative Agent, the Company shall have the right, without premium or penalty, to terminate the Commitments, in whole or in part, provided that: (i) Any such 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 partial termination shall be in an aggregate amount of at least $10,000,000 and integral multiples of $5,000,000 in excess thereof, (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 Commitments, the facility fee, as described in Section 2.07, will be determined based on the reduced Commitments and, accordingly, the facility fee for each Bank will be reduced.

Reduction of Commitments. Upon (A) The Total Revolving Credit Commitment and the Revolving Credit Commitment of each Lender shall terminate on the Maturity Date. The Borrowers may, subject to the payment of the Applicable Prepayment Premium, if any, payable in connection with such reduction of the Total Revolving Credit Commitment, 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 Administrative 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 and the Total Term Loan B Commitment shall each terminate after the Term Loan A and the Term Loan B have been made to the Borrowers, 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) calendar days Business Days’ prior written notice to the Administrative AgentAgent and the Collateral Agent and shall be irrevocable. Once reduced, the Company Total Revolving Credit Commitment may not be increased. Each such reduction of the Total Revolving Credit Commitment shall have the right, without premium or penalty, to terminate the Commitments, in whole or in part, provided that: (i) Any such termination shall apply to ratably and permanently reduce the applicable Commitment of each Bank, (ii) no voluntary prepayment of Bid Rate Loans will be permitted, (iii) any partial termination shall be Revolving Loan Lender holding such commitment proportionately in an aggregate amount of at least $10,000,000 and integral multiples of $5,000,000 in excess accordance with its Pro Rata Share thereof, (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 Commitments, the facility fee, as described in Section 2.07, will be determined based on the reduced Commitments and, accordingly, the facility fee for each Bank will be reduced.

Reduction of Commitments. Upon (a) At any time the Borrower may, upon at least five (5) calendar days Business Days' prior written notice to the Administrative Agent, each Agent, the Company Account Bank and each Hedge Counterparty, reduce the Facility Amount to an amount not less than the Loans Outstanding, which reduction shall have be applied, unless otherwise Consented to by the right, without premium or penaltyAdministrative Agent and the Agents, to terminate the CommitmentsCommitments of each Lender pro rata based on the Lender Percentage represented by such Commitment. 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, (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 partpart 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, provided that: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. (ic) Any such termination shall apply to ratably and permanently reduce On the Commitment Termination Date for a Committed Lender, the Commitment of each Bank, (ii) no voluntary prepayment of Bid Rate Loans will be permitted, (iii) any partial termination such Committed Lender shall be in an aggregate amount automatically reduced to zero. On the Termination Date, the Commitments of at least $10,000,000 and integral multiples of $5,000,000 in excess thereofall Committed Lenders shall be automatically reduced to zero; provided, (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) that if the Termination Date occurs solely due to the extent a prepayment results from a whole or partial termination occurrence of an Early Amortization Event and all Lenders have consented to the Commitmentswaiver of such Early Amortization Event, 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 Commitments of all Committed Lenders shall reduce, by prepayment, the subject Base Rate Loans and LIBOR Loans remain at their levels immediately prior to the amount occurrence 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 CommitmentsEarly Amortization Event. (D) Upon a reduction in the Commitments, the facility fee, as described in Section 2.07, will be determined based on the reduced Commitments and, accordingly, the facility fee for each Bank will be reduced.

Reduction of Commitments. Upon at least five (5) calendar days prior written notice to the Administrative Agent, the Company The Borrower shall have the right, without premium or penaltyupon at least three Business Days' notice to the Agent, to terminate the Commitments, in whole or reduce ratably in part, part the Unused Revolving Credit Commitments; provided that: (i) Any such termination shall apply to ratably and permanently reduce the Commitment of that each Bank, (ii) no voluntary prepayment of Bid Rate Loans will be permitted, (iii) any partial termination reduction shall be in an the minimum aggregate amount of at least $10,000,000 and in an integral multiples multiple of $5,000,000 in excess thereof5,000,000; provided further, (iv) that no such termination or reduction shall be made pursuant to this Section 2.05, unless after a partial termination giving effect thereto, the Revolving Credit Facility equals or exceeds the aggregate Letter of CommitmentsCredit Commitments of the Issuing Banks. The Borrower shall have the right, 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) upon at least three Business Days' notice to the extent a prepayment results from a Agent and an Issuing Bank to terminate in whole or reduce the Letter of Credit Commitment of such Issuing Bank; provided that each partial reduction shall be in the minimum amount of $10,000,000 and in an integral multiple of $5,000,000; provided further that no termination or reduction of the Letter of Credit Commitment of any Issuing Bank shall be made pursuant to this Section 2.05, unless after giving effect thereto, the Letter of Credit Commitment of such Issuing Bank equals or exceeds the sum of the Available Amount of all outstanding Letters of Credit issued by such Issuing Bank plus the principal amount of all outstanding Letter of Credit Advances relating to any Letter of Credit issued by such Issuing Bank; provided further that no termination of the Commitments, Letter of Credit Commitment of any Issuing Bank shall be made unless the Company will pay Letter of Credit Commitments of all costs relating to prepayment of a LIBOR Loan as set forth Issuing Banks are simultaneously terminated in Section 2.11 and (vi) the Company shall comply with the provisions of Section 2.06(B)accordance herewith; and (B) If after a partial termination provided further that no reduction of the Commitments, one Letter of Credit Commitment of any Issuing Bank shall be made unless the Letter of Credit Commitments of all other Issuing Banks are simultaneously reduced by the same percentage in accordance herewith. Any termination or more Banks has outstanding Base Rate Loans and LIBOR Loans, in the aggregate, in excess reduction of any 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 Commitments shall be required by the Company in connection with such partial termination of the Commitmentspermanent. (D) Upon a reduction in the Commitments, the facility fee, as described in Section 2.07, will be determined based on the reduced Commitments and, accordingly, the facility fee for each Bank will be reduced.

Reduction of Commitments. Upon (a) At any time the Borrower may, upon at least five (5) calendar days Business Days' prior written notice to the Administrative Agent, each Agent, the Company Account Bank and each Hedge Counterparty, reduce the Facility Amount to an amount not less than the Loans Outstanding, which reduction shall have be applied, unless otherwise Consented to by the right, without premium or penaltyAdministrative Agent and the Agents, to terminate the CommitmentsCommitments 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 partpart 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, provided that: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. (ic) Any such termination shall apply to ratably On the Commitment Termination Date for a Committed Lender, the Mandatory Commitment and permanently reduce the Commitment of each Bank, (ii) no voluntary prepayment of Bid Rate Loans will be permitted, (iii) any partial termination such Committed Lender shall be in an aggregate amount automatically reduced to zero. On the Termination Date, the Mandatory Commitments and the Commitments of at least $10,000,000 and integral multiples of $5,000,000 in excess thereofall Committed Lenders shall be automatically reduced to zero; provided, (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) that if the Termination Date occurs solely due to the extent a prepayment results from a whole or partial termination occurrence of an Early Amortization Event and all Lenders have consented to the Commitmentswaiver of such Early Amortization Event, 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 Mandatory Commitments and the Commitments of all Committed Lenders shall reduce, by prepayment, the subject Base Rate Loans and LIBOR Loans remain at their levels immediately prior to the amount occurrence 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 CommitmentsEarly Amortization Event. (D) Upon a reduction in the Commitments, the facility fee, as described in Section 2.07, will be determined based on the reduced Commitments and, accordingly, the facility fee for each Bank will be reduced.

Reduction of Commitments. Upon (a) At any time the Borrower may, upon at least five (5) calendar days Business Days' prior written notice to the Administrative Agent, each Agent, the Company Account Bank and each Hedge Counterparty, reduce the Facility Amount to an amount not less than the Loans Outstanding, which reduction shall have be applied, unless otherwise Consented to by the right, without premium or penaltyAdministrative Agent and the Agents, to terminate the CommitmentsCommitments 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 partpart 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, provided that: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. (ic) Any such termination shall apply to ratably On the Commitment Termination Date for a Committed Lender, the Mandatory Commitment and permanently reduce the Commitment of each Bank, (ii) no voluntary prepayment of Bid Rate Loans will be permitted, (iii) any partial termination such Committed Lender shall be in an aggregate amount of at least $10,000,000 and integral multiples of $5,000,000 in excess thereof, (iv) after a partial termination of Commitments, any Bank with Bid Rate Loans outstanding in excess of its automatically 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 zero. On the extent a prepayment results from a whole or partial termination of the CommitmentsTermination Date, the Company will pay all costs relating to prepayment Mandatory Commitments and the Commitments 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 Commitments, the facility fee, as described in Section 2.07, will be determined based on the reduced Commitments and, accordingly, the facility fee for each Bank will be reduced.all

Reduction of Commitments. Upon at least five Section 2.05(a) of the Financing Agreement is hereby amended and restated in its entirety to read as follows: (5i) calendar days prior written notice Each of the Total Revolving A Credit Commitment, the Total Revolving B Credit Commitment, the Total Revolving C Credit Commitment and the Total Revolving D Credit Commitment shall terminate on the applicable Final Maturity Date; provided, however, that, if on February 16, 2004, the then applicable Borrowing Base is less than $110,000,000, the Total Revolving C Credit Commitment shall terminate. Notwithstanding anything contained in this Agreement or the other Loan Documents, unless all of the Revolving D Lenders otherwise agree, each prepayment (whether pursuant to an optional, scheduled or mandatory prepayment) of the Revolving D Loans shall result in a permanent reduction in the Total Revolving D Credit Commitment in an amount equal to the Administrative Agent, the Company shall have the rightamount of such prepayment. (ii) The Borrower may, without premium or penalty, reduce (w) the Total Revolving A Credit Commitment to terminate an amount (which may be zero) not less than the Commitments, in whole or in part, provided that: sum of (iA) Any such termination shall apply to ratably and permanently reduce the Commitment aggregate unpaid principal amount of each Bankall Revolving A Loans then outstanding, (iiB) no voluntary prepayment the aggregate principal amount of Bid Rate all Revolving A 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 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; (x) the Total Revolving B Credit Commitment to an amount (which may be zero) not less than the sum of (A) the aggregate unpaid principal amount of all Revolving B Loans then outstanding, (B) 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 under Section 2.02 and (C) the aggregate principal amount of Revolving B Loans not yet made but which will be permittedmade pursuant to Section 2.05(c)(ii) upon the opening or establishment of a Letter of Credit pursuant to Section 3.03(a); (y) the Total Revolving C Credit Commitment to an amount (which may be zero) not less than the sum of (A) the aggregate unpaid principal amount of all Revolving C Loans then outstanding, (iiiB) any partial termination the aggregate principal amount of all Revolving C Loans not yet made as to which a Notice of Borrowing has been given by the Borrower under Section 2.02 and (C) the aggregate principal amount of Revolving C Loans not yet made but which will be made pursuant to Section 2.05(c)(ii) upon the opening or establishment of a Letter of Credit pursuant to Section 3.03(a); and (z) the Total Revolving D Credit Commitment to an amount (which may be zero) not less than the sum of (A) the aggregate unpaid principal amount of all Revolving D Loans then outstanding and (B) the aggregate principal amount of all Revolving D Loans not yet made as to which a Notice of Borrowing has been given by the Borrower under Section 2.02. Each such reduction shall be in an aggregate amount of at least $10,000,000 and which is an integral multiples multiple of $5,000,000 1,000,000 (unless the applicable Total Revolving Credit Commitment in excess thereofeffect immediately prior to such reduction is less than $1,000,000), shall be made by providing not less than five (iv5) 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) Business Days’ prior written notice 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 Agents 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 Commitmentsirrevocable. (Diii) Upon a reduction in the CommitmentsOnce reduced, the facility feeTotal Revolving A Credit Commitment, the Total Revolving B Credit Commitment, the Total Revolving C Credit Commitment and the Total Revolving D Credit Commitment may not be increased. Each such reduction of the Total Revolving A Credit Commitment, the Total Revolving B Credit Commitment, the Total Revolving C Credit Commitment or the Total Revolving D Credit Commitment shall reduce the Revolving A Credit Commitment, the Revolving B Credit Commitment, the Revolving C Credit Commitment or the Revolving D Credit Commitment, as described the case may be, of each Lender proportionately in Section 2.07, will be determined based on the reduced Commitments and, accordingly, the facility fee for each Bank will be reducedaccordance with its Pro Rata Share thereof.”

Reduction of Commitments. Upon (i) 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, 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 (5D) calendar days 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 prior written notice to the Administrative AgentAgent and shall be irrevocable; provided that, 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 the Administrative Agent on or prior to the specified effective date), and if such notice is revoked then, anything to the contrary contained herein notwithstanding, the Company shall have the right, without premium or penalty, failure to terminate the CommitmentsCommitments on the date specified in such notice shall not constitute an Event of Default. Once reduced, in whole or in part, provided that: (i) Any the Total Revolving Credit Commitment may not be increased. Each such termination reduction of the Total Revolving Credit Commitment shall apply to ratably and permanently reduce the Revolving Credit Commitment of each Bank, (ii) no voluntary prepayment of Bid Rate Loans will be permitted, (iii) any partial termination shall be Lender proportionately in an aggregate amount of at least $10,000,000 and integral multiples of $5,000,000 in excess accordance with its Pro Rata Share thereof, (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 Commitments, the facility fee, as described in Section 2.07, will be determined based on the reduced Commitments and, accordingly, the facility fee for each Bank will be reduced.

Reduction of Commitments. Upon (a) At any time the Borrower may, upon at least five (5) calendar days Business Days' prior written notice to the Administrative Agent, each Agent, the Company Account Bank and each Hedge Counterparty, reduce the Facility Amount to an amount not less than the Loans Outstanding, which reduction shall have be applied, unless otherwise Consented to by the right, without premium or penaltyAdministrative Agent and the Agents, to terminate the CommitmentsCommitments of each Lender pro rata based on the Lender Percentage represented by such Commitment. 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, (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 partpart 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, provided that: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. (ic) Any such termination shall apply to ratably and permanently reduce On the Commitment Termination Date for a Committed Lender, the Commitment of each Bank, (ii) no voluntary prepayment of Bid Rate Loans will be permitted, (iii) any partial termination such Committed Lender shall be in an aggregate amount automatically reduced to zero. On the Termination Date, the Commitments of at least $10,000,000 and integral multiples of $5,000,000 in excess thereofall Committed Lenders shall be automatically reduced to zero; provided, (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) that if the Termination Date occurs solely due to the extent a prepayment results from a whole or partial termination occurrence of an Early Amortization Event and all Lenders have consented to the Commitmentswaiver of such Early Amortization Event, 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 Commitments of all Committed Lenders shall reduce, by prepayment, the subject Base Rate Loans and LIBOR Loans remain at their levels immediately prior to the amount occurrence 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 CommitmentsEarly Amortization Event. (D) Upon a reduction in the Commitments, the facility fee, as described in Section 2.07, will be determined based on the reduced Commitments and, accordingly, the facility fee for each Bank will be reduced.

Reduction of Commitments. Upon (a) During the Revolving Credit Period, the U.S. Borrowers jointly or the Canadian Borrower may, upon at least five (5) calendar days prior written three Business Days’ notice to the Administrative Agent, the Company shall have the right, without premium or penalty, to terminate the Commitments, in whole or in part, provided that: (i) Any terminate the Commitments of the related Class in either case in their entirety at any time, if there are no Outstandings for such termination shall apply to ratably and permanently reduce the Commitment of each Bank, Class at such time or (ii) no voluntary prepayment of Bid Rate Loans will be permittedratably reduce from time to time by an Approved Amount, (iii) any partial termination shall be in an the aggregate amount of at least $10,000,000 and integral multiples of $5,000,000 in excess thereof, (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 Commitments 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, related Class in excess of the Total Outstanding Amount for such Bank's Class. Each reduction of the Commitments pursuant to this Section 4.08(a) shall be permanent. (b) In addition, the Commitments shall be reduced Commitment then upon the Company incurrence by the Parent Guarantor or any of its Subsidiaries of Excess Secured Debt (other than Excess Secured Debt arising out of the refinancing, extension, renewal or refunding of other Excess Secured Debt, except to the extent, and only to the extent, that the outstanding principal amount of such other Excess Secured Debt is increased), in an amount equal to the cash proceeds of such Excess Secured Debt, net of the reasonable expenses of the Parent Guarantor or such Subsidiary in connection with such incurrence. (c) The reduction required by subsection (b) of this Section 4.08 shall reducebe 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 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 subject Base 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 each U.S. Lender does not exceed the U.S. Commitment of such Lender as then reduced. The particular Loans to be repaid shall be as designated by the Borrowers in the related Notice or Notices of Borrowing; provided that if there shall have been a mandatory reduction of the Commitments pursuant to subsection (b) of this Section 4.08 at a time such that, and with the result that, this subsection (d) would otherwise require payment of principal of Fixed Rate Loans or portions thereof prior to the 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 LIBOR Loans the facility fee provided for in Section 4.05(a) shall continue to accrue on the amount of such Bank's Commitment on deferred payment until such payment is made). Each repayment or prepayment pursuant to this subsection (d) shall be made together with accrued interest to the effective date of any such partial termination; and (C) If after a partial termination payment or prepayment, and shall be applied ratably to payment of the Commitments, no Bank has outstanding Base Rate Loans and LIBOR Loans, of the several Lenders 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 included in the Commitments, the facility fee, as described in Section 2.07, will be determined based on the reduced Commitments and, accordingly, the facility fee for each Bank will be reducedrelated Group.

Reduction of Commitments. Upon at least five (5) calendar days prior written notice to The Revolver Commitments shall terminate on the Administrative Agent, Maturity Date. The Borrowers may reduce the Company shall have the rightRevolver Commitments of eitherany Class, without premium or penalty, to terminate an amount not less than the Commitmentssum of (A) the Revolver Usage of such Class as of such date, in whole plus (B) the principal amount of all Revolving Loans of such Class not yet made as to which a request has been given by the Borrowers under Section 2.3(a) or in part2.3(b), provided that: plus (iC) Any the amount of all Letters of Credit of such termination shall apply Class not yet issued as to ratably and permanently reduce the Commitment of each Bank, (ii) no voluntary prepayment of Bid Rate Loans will be permitted, (iii) any partial termination which a request has been given by Borrowers pursuant to Section 2.11(a). Each such reduction shall be in an aggregate amount which is not less than $5,000,000 (unless the Revolver Commitments are being reduced to zero and the amount of at least the Revolver Commitments in effect immediately prior to such reduction are less than $10,000,000 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 integral multiples shall be irrevocable; provided that such notice of $5,000,000 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 excess which case such notice may be revoked by the 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 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. In the event of any reduction of the Revolver Commitments prior to the Canadian Amendments Effective Date (as defined in the Sixth Amendment), (iv) after a partial termination of Commitmentswith respect to each Revolving Lender, any Bank with Bid Rate Loans outstanding in excess of its reduced Commitment such reduction will be deemed to have made a Bid Rate Loan reduce such Revolving Lender’s “Tranche A U.S. Revolver Commitments” prior to reducing such Revolving Lender’s “Tranche A Multicurrency Revolver Commitments” (in excess of its Commitment as provided in Section 2.01, (v) each case to become effective on the Canadian Amendments Effective Date pursuant 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(BSixth Amendment); 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 Commitments, the facility fee, as described in Section 2.07, will be determined based on the reduced Commitments and, accordingly, the facility fee for each Bank will be reduced.

Reduction of Commitments. Upon at least five (5) calendar days prior written notice to Each of the Administrative AgentTotal Revolving A Credit Commitment, the Company Total Revolving B Credit Commitment and the Total Revolving C Credit Commitment shall have terminate on the rightFinal Maturity Date; provided, however, that, if on February 28, 2004, the then applicable Borrowing Base is less than $110,000,000, the Total Revolving C Credit Commitment shall terminate. The Borrower may, without premium or penalty, reduce (x) the Total Revolving A Credit Commitment to terminate an amount (which may be zero) not less than the Commitments, in whole or in part, provided that: sum of (iA) Any such termination shall apply to ratably and permanently reduce the Commitment aggregate unpaid principal amount of each Bankall Revolving A Loans then outstanding, (iiB) no voluntary prepayment the aggregate principal amount of Bid Rate all Revolving A 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 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; (y) the Total Revolving B Credit Commitment to an amount (which may be zero) not less than the sum of (A) the aggregate unpaid principal amount of all Revolving B Loans then outstanding, (B) 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 under Section 2.02 and (C) the aggregate principal amount of Revolving B Loans not yet made but which will be permittedmade pursuant to Section 2.05(c)(ii) upon the opening or establishment of a Letter of Credit pursuant to Section 3.03(a); and (z) the Total Revolving C Credit Commitment to an amount (which may be zero) not less than the sum of (A) the aggregate unpaid principal amount of all Revolving C Loans then outstanding, (iiiB) any partial termination the aggregate principal amount of all Revolving C Loans not yet made as to which a Notice of Borrowing has been given by the Borrower under Section 2.02 and (C) the aggregate principal amount of Revolving C Loans not yet made but which will be made pursuant to Section 2.05(c)(ii) upon the opening or establishment of a Letter of Credit pursuant to Section 3.03(a). Each such reduction shall be in an aggregate amount of at least $10,000,000 and which is an integral multiples multiple of $5,000,000 1,000,000 (unless the Total Revolving Credit Commitment in excess thereofeffect immediately prior to such reduction is less than $1,000,000), shall be made by providing not less than five (iv5) 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) Business Days' prior written notice to the extent a prepayment results from a whole or partial termination Funding Agent and shall be irrevocable. Once reduced, the Total Revolving A Credit Commitment, the Total Revolving B Credit Commitment and the Total Revolving C Credit Commitment may not be increased. Each such reduction of the CommitmentsTotal Revolving A Credit Commitment, the Company will pay all costs relating to prepayment of a LIBOR Loan as set forth in Section 2.11 and (vi) Total Revolving B Credit Commitment or the Company Total Revolving C Credit Commitment shall comply with reduce 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 prepaymentRevolving A Credit Commitment, the subject Base Rate Loans and LIBOR Loans to Revolving B Credit Commitment or 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 Revolving C Credit Commitment, thenas the case may be, unless otherwise required under Section 2.06(B), no prepayment shall be required by the Company of each Lender proportionately in connection accordance with such partial termination of the Commitmentsits Pro Rata Share thereof. (D) Upon a reduction in the Commitments, the facility fee, as described in Section 2.07, will be determined based on the reduced Commitments and, accordingly, the facility fee for each Bank will be reduced.

Reduction of Commitments. Upon at least five At Lessee's sole option, Lessee shall have the right prior to the earlier of (5A) calendar days prior written the third anniversary of the Documentation Date and (B) the date total Advances are in excess of $1,200,000,000.00, 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 Company Lessee shall have satisfy prior to exercising any such right each of the right, without premium or penalty, to terminate the Commitments, in whole or in part, provided that: following conditions: that (i) Any after giving effect to the exercise of any such termination right, (A) there shall apply exist no Event of Default or Bankruptcy Default, and (B) the anticipated Fair Market Value of the remaining Improvements to ratably be constructed in accordance with the revised Plans and permanently reduce Specifications, as shown on an updated appraisal, performed by the Commitment 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 each Bankthe 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) no voluntary prepayment the Participants and the Trustee shall have received revised Plans and Specifications, the revised appraisal and a revised budget and schedule for the construction of Bid Rate Loans will be permitted, the remaining Improvements which are reasonably satisfactory to them in all respects and (iii) any partial termination no less than 40% of the revised Improvements are intended by Lessee (as evidenced by an officer's certificate of Lessee) to serve as facilities to be used by the Lessee or its Affiliates. If the Lessee shall send a notice described in the preceding sentence, and shall otherwise comply with all of the provisions of this Section 2.7, the Commitments of the Participants shall automatically be reduced pro rata in an aggregate amount of at least $10,000,000 and integral multiples of $5,000,000 in excess thereof, (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) equal to the extent a prepayment results from a whole or partial termination of reduction in the Commitments, the Company will pay all costs relating to prepayment of a LIBOR Loan as Commitments 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, notice given 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 CommitmentsLessee. (D) Upon a reduction in the Commitments, the facility fee, as described in Section 2.07, will be determined based on the reduced Commitments and, accordingly, the facility fee for each Bank will be reduced.

Reduction of Commitments. Upon (a) The aggregate Commitments shall be automatically, permanently and irrevocably reduced to zero at least five (5) calendar days prior written notice 5:00 p.m., New York City time, on the earlier to the Administrative Agent, the Company shall have the right, without premium or penalty, to terminate the Commitments, in whole or in part, provided that: occur of (i) Any such termination shall apply to ratably the last day of the Certain Funds Period and permanently reduce the Commitment of each Bank, (ii) the Closing Date (or, if applicable, the date on which the Borrower owns at least 90% of the Shares if no voluntary prepayment Loans are made on such date), such that no additional Loans or other extension of Bid Rate Loans credit in respect thereof will be permittedmade after the Closing Date (or such earlier date). (b) The Borrower may at any time terminate, (iii) or from time to time permanently reduce, the Commitments under any Tranche provided that each partial termination reduction shall be in an amount that is an integral multiple of the Borrowing Multiple and in a minimum amount equal to the Borrowing Minimum. (c) In the event and on each occasion that the Borrower or any of its Subsidiaries enters into any Qualifying Term Loan Facility, the Tranche A Commitments then outstanding shall be automatically and permanently reduced in an amount equal to 100% of the committed amount under such Qualifying Term Loan Facility (or, if less, by an amount equal to the aggregate amount of at least $10,000,000 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 integral multiples of $5,000,000 in excess thereof, receipt by the Administrative Agent (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) prior to the extent a prepayment results from a whole or partial termination of the Commitments, the Company will pay all costs relating to prepayment entry into any Qualifying Term Loan Facility) of a LIBOR notice from the Borrower that such term loan facility constitutes a Qualifying Term 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 Facility. Promptly following receipt of any such partial termination; and (C) If after a partial termination notice, the Administrative Agent shall advise the Lenders 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 Commitmentscontents thereof. (Dd) Upon a 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 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, the facility fee, as described in Section 2.07, will be determined based on the reduced Commitments and, accordingly, the facility fee for each Bank will be reducedof such Tranche.

Reduction of Commitments. Upon at least five (5a) calendar days prior written The Company shall have the right, upon not less than three Business Days' notice to the Administrative Agent, the Company shall have the right, without premium or penaltyfrom time to time, to terminate reduce the amount of the Commitments provided that any such reduction shall be in an amount not less than $25,000,000 or a whole multiple of $1,000,000 in excess thereof; and provided further that no such reduction of the Commitments shall be permitted if, after giving effect to prepayments of Revolving Credit Loans, replacements of Letters of Credit and deposits of cash collateral pursuant to subsection 3.6(b), the aggregate Extensions of Credit outstanding would exceed the aggregate Commitments, in whole as so reduced, or in partthe aggregate Letter of Credit Obligations outstanding would exceed 50% of the aggregate Commitments, provided that:as so reduced. Upon receipt of any notice pursuant to this subsection 3.6(a), the Administrative Agent shall promptly notify each Lender thereof. (b) Any reduction of the Commitments pursuant to subsection 3.6(a) shall (i) Any such termination shall apply to ratably and reduce permanently reduce the Commitment amount of each Bankthe Commitments then in effect, (ii) no voluntary be accompanied by (A) a prepayment of Bid Rate Loans will be permitted, (iii) any partial termination shall be in an aggregate amount of at least $10,000,000 and integral multiples of $5,000,000 in excess thereof, (iv) after a partial termination of Commitments, any Bank with Bid Rate Revolving Credit 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) an amount equal to the extent a prepayment results from a whole or partial termination excess, if any, of the aggregate Extensions of Credit outstanding over the aggregate Commitments, as so reduced, and (B) a replacement of outstanding Letters of Credit such that after giving effect to such replacement, the aggregate Letter of Credit Obligations outstanding are less than or equal to 50% of the aggregate Commitments, as so reduced. To the extent that the aggregate Extensions of Credit exceed the aggregate Commitments, as reduced, after Revolving Credit Loans have been prepaid in accordance with the immediately preceding sentence, the Company will pay all costs relating shall (i) replace outstanding Letters of Credit such that, after giving effect to prepayment such replacement, the aggregate Extensions of Credit are less than or equal to the aggregate Commitments, as reduced, and/or (ii) deposit in a LIBOR Loan as set forth in Section 2.11 and (vi) the Company shall comply cash collateral account with the provisions of Section 2.06(B); and (B) If after a partial termination Administrative Agent on terms and conditions satisfactory to the Administrative Agent and as cash collateral for the liability of the CommitmentsIssuing Lender (whether direct or contingent) under any Letter of Credit outstanding, 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 an amount which shall reduce, by prepayment, the subject Base Rate Loans and LIBOR Loans be equal to the amount by which the aggregate Extensions of such Bank's Commitment on Credit exceed the effective date aggregate Commitments, as reduced. Any amounts deposited in any cash collateral account may be withdrawn by the Administrative Agent at any time to pay Obligations when due. The Administrative Agent shall use its best efforts to invest any amounts so deposited in United States Treasury bills or other Cash Equivalents designated by the Company; provided that the Administrative Agent shall not be liable to the Company for failure to so invest or for any losses suffered as a result of any such partial termination; and (C) If after a partial termination investment or withdrawal. The unused portion 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 any amounts deposited by the Company in connection with any such partial termination cash collateral account pursuant to this subsection 3.6(b), and any earnings from investments of amounts on deposit therein, shall be paid to the Commitments. (D) Upon a reduction in Company after sufficient Letters of Credit have expired undrawn so that the Commitments, aggregate Extensions of Credit shall no longer exceed the facility fee, aggregate Commitments as described in Section 2.07, will be determined based on the reduced Commitments and, accordingly, the facility fee for each Bank will be then reduced.

Reduction of Commitments. Upon (a) At any time the Borrower may, upon at least five (5) calendar days Business Days' prior written notice to the Administrative Agent, each Agent, the Company Account Bank and each Hedge Counterparty, reduce the Facility Amount to an amount not less than the Loans Outstanding, which reduction shall have be applied, unless otherwise Consented to by the right, without premium or penaltyAdministrative Agent and the Agents, to terminate the CommitmentsCommitments 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 partpart 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, provided that: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. (ic) Any such termination shall apply to ratably On the Commitment Termination Date for a Committed Lender, the Mandatory Commitment and permanently reduce the Commitment of each Bank, (ii) no voluntary prepayment of Bid Rate Loans will be permitted, (iii) any partial termination such Committed Lender shall be in an aggregate amount automatically reduced to zero. On the Termination Date, the Mandatory Commitments and the Commitments of at least $10,000,000 and integral multiples of $5,000,000 in excess thereofall Committed Lenders shall be automatically reduced to zero; provided, (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) that if the Termination Date occurs solely due to the extent a prepayment results from a whole or partial termination occurrence of an Early Amortization Event and all Lenders have consented to the Commitmentswaiver of such Early Amortization Event, 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 Mandatory Commitments and the Commitments of all Committed Lenders shall reduce, by prepayment, the subject Base Rate Loans and LIBOR Loans remain at their levels immediately prior to the amount occurrence 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 Commitments, the facility fee, as described in Section 2.07, will be determined based on the reduced Commitments and, accordingly, the facility fee for each Bank will be reduced.Early Amortization Event. 52

Reduction of Commitments. Upon at least five The Borrower shall have the right, upon not less than 30 days' notice to the Administrative Agent and the Issuing Bank and without premium or penalty (5) calendar days prior written other than as may arise pursuant to Section 4.11), from time to time to permanently reduce on a pro rata basis the Commitments and the Stated Amount of the Letter of Credit in part by an aggregate minimum amount of US$10,000,000 or any integral multiple of US$5,000,000 in excess thereof; provided, however, that no reduction of the Commitments shall be permitted if, after giving effect thereto, the 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 proceeds of CP Notes to be issued on such date, the aggregate Outstanding Extensions of Credit would exceed the Commitments as so reduced and determined on such date. Notwithstanding the foregoing sentence to the contrary, the $50,000,000 limitation and the 30 days' notice requirement, which are contained in the 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 Administrative Agent. Any reduction of the Commitments shall be irrevocable. Promptly upon the receipt by the Administrative Agent of such notice, the Administrative Agent shall notify the Banks of such reduction. Promptly upon receipt by the Issuing Bank, the Issuing Bank shall notify the Depositary (with a copy to the Administrative Agent, the Company 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 Commitments 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, the Borrower shall have the right, without premium or penalty, no right to terminate the Commitments, in whole or in part, provided that: (i) Any such 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 partial termination shall be in an aggregate amount of at least $10,000,000 and integral multiples of $5,000,000 in excess thereof, (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 refund 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 fees previously paid in connection with such partial termination the Principal Documents, including, but not limited to, any refund of Letter of Credit Fees or Up-Front Fees. Any reduction of the CommitmentsCommitments pursuant to this Section 4.1 shall cause the Stated Amount of the Letter of Credit to be reduced by the same amount. (D) Upon a reduction in the Commitments, the facility fee, as described in Section 2.07, will be determined based on the reduced Commitments and, accordingly, the facility fee for each Bank will be reduced.

Reduction of Commitments. Upon (a) The Borrower at its option may at any time and from time to time upon at least five three Domestic Business Days' notice to the Administrative Agent terminate in their entirety or reduce, in an aggregate amount of $10,000,000 or any larger multiple of $5,000,000, the unused Commitments (5any such reduction to be applied ratably to the respective Commitments of all Banks). For this purpose, the Commitments shall be deemed unused at any time to the extent (and only to the extent) calendar days prior written 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 promptly notify each Bank of such termination or reduction. Each reduction of the Commitments pursuant to this subsection (a) shall be permanent. (b) In addition, the Commitments shall be reduced upon the incurrence by the Parent Guarantor or any of its Subsidiaries of Excess Secured Debt (other than Excess Secured Debt arising out of the refinancing, extension, renewal or refunding of other Excess Secured Debt, except to the extent, and only to the extent, that the outstanding principal amount of such other Excess Secured Debt is increased), in an amount equal to the cash proceeds of such Excess Secured Debt, net of the reasonable expenses of the Parent Guarantor or such Subsidiary in connection with such incurrence. (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 Company amount of each such reduction. (d) Each reduction of the Commitments pursuant to subsection (b) of this Section 2.10 shall have be applied ratably to the rightrespective Commitments of the Banks. In addition, without premium each reduction of the Commitments pursuant to subsection (b) of this Section 2.10 shall be permanent. (e) On each date on which a reduction required by subsection (b) becomes effective, the Borrower shall repay or penaltyprepay such principal amount of the outstanding Credits, to terminate the Commitmentsif any, in whole as may be necessary so that after such payment or in partprepayment, provided that: (i) Any the unpaid principal amount of the Credits does not exceed the aggregate Commitments after giving effect to such termination shall apply to ratably reduction of the Commitments and permanently reduce (ii) the unpaid principal amount of the Committed Loans of each Bank does not exceed the amount of the Commitment of each Banksuch Bank as then reduced. The particular Borrowings to be repaid shall be as designated by the Borrower in the related Notice or Notices of Borrowing; provided that if there shall have been a mandatory reduction of the Commitments pursuant to subsection (b) of this Section 2.10 at a time such that, and with the result that, this subsection (iie) no voluntary prepayment would otherwise require payment of Bid principal of Fixed Rate Loans will be permittedor portions thereof prior to the last day of the related Interest Period, (iii) any partial termination such payment shall be in an aggregate amount of at least $10,000,000 deferred to such last day unless the Required Banks otherwise elect by notice to the Borrower through the Administrative Agent (and integral multiples of $5,000,000 in excess thereof, (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 the facility fee provided for in Section 2.01, (v2.09(a) shall continue 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 accrue on the amount of such Bank's Commitment on deferred payment until such payment is made). Each repayment or prepayment pursuant to this subsection (e) shall be made together with accrued interest to the effective date of any such partial termination; and (C) If after a partial termination payment or prepayment, and shall be applied ratably to payment of the Commitments, no Bank has outstanding Base Rate Loans and LIBOR Loans, Credits of the several Banks 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 Commitmentsrelated Borrowing. (D) Upon a reduction in the Commitments, the facility fee, as described in Section 2.07, will be determined based on the reduced Commitments and, accordingly, the facility fee for each Bank will be reduced.

Reduction of Commitments. Upon at least The Borrowers may reduce the Revolver Commitments, subject to payment of the applicable Prepayment Premium (if any), in accordance with Section 4.04, to an amount (which may be zero) 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 aggregate 2024-A Delayed Draw Term Loan Commitment and/or the 2024-B Delayed Draw Term Loan Commitment, 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) calendar days Business Days prior written notice to the Administrative Agent, and shall be irrevocable. Once the Company shall have 2024-A Delayed Draw Term Loan Commitments or the right, without premium or penalty, to terminate the 2024-B Delayed Draw Term Loan Commitments, in whole or in partas the case may be, provided that: (i) Any are reduced, such termination Commitments may not be increased. Each such reduction of the aggregate 2024-A Delayed Draw Term Loan Commitment shall apply be applied to ratably and permanently reduce the 2024-A Delayed Draw Term Loan Commitment of each Bank2024-A Delayed Draw Term Lender proportionately in accordance with its ratable share thereof, (ii) no voluntary prepayment and each such reduction of Bid Rate Loans will be permitted, (iii) any partial termination the aggregate 2024-AB Delayed Draw Term Loan Commitment shall be in an aggregate amount of at least $10,000,000 and integral multiples of $5,000,000 in excess thereof, (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) applied to the extent a prepayment results from a whole or partial termination 2024-B Delayed Draw Term Loan Commitment of the Commitments, the Company will pay all costs relating to prepayment of a LIBOR Loan as set forth each 2024-B Delayed Draw Term Lender proportionately in Section 2.11 and (vi) the Company shall comply accordance 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 Commitmentsits ratable share thereof. (D) Upon a reduction in the Commitments, the facility fee, as described in Section 2.07, will be determined based on the reduced Commitments and, accordingly, the facility fee for each Bank will be reduced.

Reduction of Commitments. Upon (a) 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 amount of the Revolving Credit Commitment upon at least five (5) calendar days 15 days' prior written notice to the Administrative Agent, in each case 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 Company shall, subject to Section 8.08, pay to the Lenders an amount equal to three percent (3.00%) of the maximum Revolving Credit Commitment at any one time prior to such termination (the "EARLY TERMINATION FEE"). Such notice shall be irrevocable on the 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 an amount of Five Million Dollars ($5,000,000) or an integral multiple thereof. Upon any such reduction, the Company shall have simultaneously prepay any outstanding Revolving Credit Loans to the rightextent 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 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, without premium the Company agrees that such prepayment shall be accompanied by the payment by the Company of all accrued and unpaid interest and all fees and other remaining Obligations. The amount of the Revolving Credit Commitment may not be reinstated if it is reduced or penalty, to terminate if this Agreement is terminated by the Commitments, in whole or in part, provided that: Company. The Company acknowledges and agrees that (i) Any such it would be difficult or impracticable to determine the Lender's actual damages from any early termination shall apply to ratably and permanently reduce the Commitment of each Bankthis Agreement, (ii) no voluntary prepayment the Early Termination Fee is intended to be a fair and reasonable approximation of Bid Rate Loans will be permitted, such damages and (iii) any partial termination shall the Early Termination Fee is not intended to be in an aggregate amount of at least $10,000,000 and integral multiples of $5,000,000 in excess thereof, (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 Commitmentspenalty. (D) Upon a reduction in the Commitments, the facility fee, as described in Section 2.07, will be determined based on the reduced Commitments and, accordingly, the facility fee for each Bank will be reduced.

Reduction of Commitments. Upon (a) At any time the Borrower may, upon at least five (5) calendar days Business Days' prior written notice to the Administrative Agent, each Agent, the Company Account Bank and each Hedge Counterparty, reduce the Facility Amount to an amount not less than the Loans Outstanding, which reduction shall have be applied, unless otherwise Consented to by the right, without premium or penaltyAdministrative Agent and the Agents, to terminate the CommitmentsCommitments of each Lender pro rata based on the Lender Percentage represented by such Commitment. 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, (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, provided that: (i) Any such 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 partial termination shall be in an aggregate amount of at least $10,000,000 and integral multiples of $5,000,000 in excess thereof, (iv) after part as 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 result 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 CommitmentsLoans 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 facility fee, as described in Section 2.07, will be determined based on the reduced Commitments and, accordingly, the facility fee for each Bank will be reduced.Administrative Agent and Agents shall apply such amounts first to the

Reduction of Commitments. Upon (i) The Borrower shall have the right at least any time and from time to time upon five (5) calendar days Business Days’ prior written notice to the Administrative Agent, the Company shall have the right, without premium Agent to reduce by $5,000,000 or penalty, an integral multiple thereof or to terminate entirely the Commitments, in whole or in part, provided that: (i) Any such 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 partial termination shall be in an aggregate amount of at least $10,000,000 and integral multiples of $5,000,000 in excess thereof, (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 Commitments whereupon the Commitments of the CommitmentsLenders 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 Section 2.2(g), the Company Agent will pay all costs relating to prepayment of a LIBOR Loan as set forth in Section 2.11 and (vi) notify the Company shall comply with the provisions of Section 2.06(B); and (B) If after a partial termination Lenders 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 substance thereof. Upon the effective date of any such partial reduction or termination; and (C) If after a partial , 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 amount of the reduction. No reduction or 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 Commitments may be required by the Company in connection with such partial termination of the Commitmentsreinstated. (Dii) Upon a reduction in In the Commitmentsevent of any Major Asset Sale, the facility feeCommitments shall be reduced dollar for dollar by an amount equal to the Net Proceeds from such Major Asset Sale, regardless of 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 to the Agent of the amount of any such Net Proceeds; provided, however, the Borrower may propose, 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 any new Commitment amount exceed the original Commitments available as described 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 conditions to the Initial Funding Date set forth in Section 2.07, will be determined based on the reduced Commitments and, accordingly, the facility fee for each Bank will be reduced11.1 shall not have been satisfied by such time.

Reduction of Commitments. Upon at least five (5a) calendar days prior written notice to the Administrative Agent, the Company The Borrower shall have the right, without premium or penaltyupon at least fifteen (15) days notice to the Agent, to terminate the Commitments, reduce in whole or in partpart (ratably as to all Lenders) the Expansion Loan Commitment Amount or the Revolving Credit Commitment Amount or both, provided that: (i) Any provided, however, that the Expansion Loan Commitment Amount and the Revolving Credit Commitment Amount of the Lenders shall not be reduced to an amount which is less than the aggregate amount of the Expansion Loans and Revolving Credit Loans, respectively, then outstanding after giving effect to any prepayments made in connection with such termination reduction and the Borrower shall apply to ratably and permanently reduce pay any Prepayment Fee required under Section 3.3.2, provided, further, however, that each partial reduction of the Expansion Loan Commitment of each Bank, (ii) no voluntary prepayment of Bid Rate Loans will be permitted, (iii) any partial termination Amount or the Revolving Credit Commitment Amount shall be in an aggregate amount of at least $10,000,000 and 1,000,000 or an integral multiples multiple of $5,000,000 500,000 in excess thereof (or, if less, the entire amount thereof). Any notice given pursuant to this subsection (a) of Section 3.3.4 shall be 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 not be permitted to reduce the Revolving Credit Commitment Amount unless the Expansion Loan Commitment Amount has been reduced to zero in accordance with the terms hereof. (b) 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 of the Senior Notes, no such reduction shall be required as a result of (i) the sale by the Borrower or any of its Subsidiaries of assets in the ordinary course of business, (ivii) after a partial termination of Commitments, the sale by the Borrower or any Bank with Bid Rate Loans outstanding in excess of its reduced Commitment will be deemed Subsidiaries of any assets in a single transaction or a series of related transactions where the aggregate net book value of such assets sold or disposed does not to have made a Bid Rate Loan in excess exceed $250,000, and (iii) the disposition by the Borrower or any of its Commitment as provided Subsidiaries of up to 5,000 Telephones in Section 2.01the 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, (v) and shall be applied first to the extent a prepayment results Expansion Loan Commitment Amount until the Expansion Loan Commitment Amount is zero and then shall be applied to the Revolving Credit Commitment Amount. (c) 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 from a whole the issuance by the Borrower or partial termination any of its Subsidiaries of debt securities or from the Commitments, incurrence by the Company will pay all costs relating 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 Net Cash Proceeds. Any reduction pursuant to prepayment this subsection (c) shall be applied first to the Expansion Loan Commitment Amount and then to the Revolving Credit Commitment Amount. (d) The Expansion Loan Commitment (and the Expansion Loan Commitment Amount) and the Revolving Credit Loan Commitment (and the Revolving Credit Commitment Amount) shall be permanently reduced by the amount of a LIBOR Loan as set forth in Section 2.11 and any prepayments required under subsection (vif) the Company shall comply with the provisions of Section 2.06(B); and3.3. 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. (Be) If The Expansion Loan Commitment (and the Expansion Loan Commitment Amount) shall be permanently reduced on any day occurring on or after a partial termination November 30, 1998 that the principal amount of any Expansion Loans are repaid by 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, Borrower 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 Commitmentsrepayment. (Df) Upon a reduction in The Expansion Loan Commitment (and the CommitmentsExpansion Loan Commitment Amount) shall be permanently reduced on November 30, 1998 by the facility fee, as described in Section 2.07, will be determined based amount by which the Expansion Loan Commitment Amount on such date exceeds the reduced Commitments and, accordingly, the facility fee for each Bank will be reducedaggregate outstanding principal amount of all Expansion Loans on such date.

Reduction of Commitments. Upon (A) The Total Revolving Credit Commitment shall terminate on the Final Maturity Date. The Borrowers may, 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) calendar days Business Days' prior written notice to the Administrative AgentAgent and the Collateral Agent and shall be irrevocable. Once reduced, the Company Total Revolving Credit Commitment may not be increased. Each such reduction of the Total Revolving Credit Commitment shall have the right, without premium or penalty, to terminate the Commitments, in whole or in part, provided that: (i) Any such termination shall apply to ratably and permanently reduce the applicable Revolving Credit Commitment of each Bank, (ii) no voluntary prepayment of Bid Rate Loans will be permitted, Lender holding such commitment proportionately in accordance with its Pro Rata Share thereof. (iii) any partial termination shall be in an aggregate amount of at least $10,000,000 and integral multiples of $5,000,000 in excess thereofIn addition, (iv) after if the Loan Parties prepay the Revolving Loans pursuant to 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 mandatory 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 Commitments, the facility fee, as described in Section 2.07, will be determined based on the reduced Commitments and, accordingly2.05(c)(vii), the facility fee for Total Revolving Credit Commitment shall be permanently reduced in an amount corresponding to the Revolving Loans being prepaid. Each reduction of the Total Revolving Credit Commitment, shall reduce the applicable Revolving Credit Commitment of each Bank will be reducedLender holding such commitment proportionately in accordance with its Pro Rata Share thereof.

Reduction of Commitments. Upon at least (a) The Company may, upon not less than five (5) calendar days Business Days' prior written notice to the Administrative AgentAgent permanently reduce the Commitments by an aggregate minimum amount of $5,000,000 or 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. If any prepayment results pursuant to this Section 2.05, then the Company shall have the right, without premium or penalty, be subject to terminate the Commitments, in whole or in part, provided that:any funding loss pursuant to Section 3.04. (b) The Commitments shall be automatically and permanently reduced by (i) Any 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 termination shall apply reduction to ratably be effective upon the receipt thereof by the Company or its Subsidiaries; and permanently reduce the Commitment of each Bank, (ii) no voluntary prepayment an amount equal to 75% of Bid Rate Loans will be permitted, the net cash proceeds received by the Company or its Subsidiaries from any equity issuance (iii) other than any partial termination shall be in an aggregate amount of at least $10,000,000 and integral multiples of $5,000,000 in excess thereof, (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) equity issuance pursuant to the extent a prepayment results from a whole 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 partial termination of the Commitmentsits Subsidiaries. Upon any such reduction, the Company will pay all costs relating to prepayment of a LIBOR Loan as set forth in Section 2.11 and (vi) prepay 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 extent the outstanding Loans would otherwise exceed the reduced amount of the combined Commitments. Any such Bank's Commitment prepayment shall be subject to Section 3.04. To the extent that any reduction of the Commitments pursuant to this Section would necessitate a prepayment of the Loans prior to the last day of the relevant Interest Period, then such net cash proceeds in an amount sufficient to make any prepayment which would have been immediately required but for this sentence shall be deposited into a blocked collateral account which is established pursuant to documentation reasonably satisfactory to the Agent and is subject to the 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 with any remaining balance being returned to the Company. (c) Once reduced in accordance with this Section 2.05, the Commitments may not be increased. Any reduction of the 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 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 Commitmentsreduction. (Dd) Upon The Commitments shall also be automatically and permanently reduced to zero upon the occurrence of a reduction Change in Control unless the Commitments, the facility fee, as described Required Banks have otherwise waived in Section 2.07, will be determined based on the reduced Commitments and, accordingly, the facility fee for each Bank will be reducedwriting such reduction.

Reduction of Commitments. Upon at least five (5) calendar days prior written notice to the Administrative Agent, the Company The Borrowers shall have the right, at any time and from time to time after the Agreement Date and prior to the Maturity Date, upon at least 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, without premium or penalty, to terminate cancel or reduce permanently all or a portion of the CommitmentsRevolving Loan Commitment on a pro rata basis among the Lenders in accordance with their respective Commitment Ratios; provided, in whole or in part, provided that: that (i) Any any such termination shall apply to ratably and permanently reduce the Commitment of each Bank, (ii) no voluntary prepayment of Bid Rate Loans will partial reduction be permitted, (iii) any partial termination shall be made in an aggregate amount of at least not less than $10,000,000 1,000,000 and in integral multiples of $5,000,000 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. 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 Administrative Borrower’s notice for all purposes herein, and the Borrowers shall (ivi) after a partial termination pay to the Revolving Facility Administrative Agent for the account of Commitmentsthe Lenders the amount necessary to repay in full the principal amount of the Agent Advances, any Bank with Bid Rate Swing Line Loans and Revolving Loans or reduce the principal amount of the Agent Advances, Swing Line Loans and Revolving Loans then outstanding in excess to not more than the amount of its reduced Commitment will be deemed to have made a Bid Rate the Revolving Loan in excess of its Commitment as provided in Section 2.01so reduced, (v) together with accrued unpaid interest on the amount so prepaid and the Unused Line Fee accrued through the date of the reduction with respect to the extent a prepayment results from a whole amount reduced, and (ii) reimburse the Revolving Facility Administrative Agent and the Lenders for any Funding Loss or partial termination reasonable out-of-pocket expense incurred by any of the Commitments, the Company will pay all costs relating to prepayment of a LIBOR Loan them in connection with such payment as set forth in Section 2.11 2.9 and (viiii) in the Company shall comply with the provisions case of Section 2.06(B); and (B) If after a partial termination cancellation of the CommitmentsRevolving Loan Commitment, shall secure the Letter of Credit Obligations through the delivery of cash collateral to the Issuing Bank in an amount equal to one or more Banks has outstanding Base Rate Loans and LIBOR Loans, in the aggregate, in excess hundred five percent (105%) 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 Letters 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 CommitmentsCredit Obligations. (D) Upon a reduction in the Commitments, the facility fee, as described in Section 2.07, will be determined based on the reduced Commitments and, accordingly, the facility fee for each Bank will be reduced.