Common use of Reduction or Termination of Commitments Clause in Contracts

Reduction or Termination of Commitments. Unless previously terminated, the Commitments shall terminate on the Revolving Commitment Termination Date. The Borrower shall have the right, upon not less than two Business Days’ written notice to the Administrative Agent, to terminate the Commitments or, from time to time, reduce the amount of the Commitments; provided, however, that the Borrower shall not terminate or reduce any Commitment if, after giving effect to any concurrent repayment of the Loans in accordance with Section 2.07 and Section 2.08, the total Credit Exposure of the Lenders would exceed the sum of total Commitments. Any reduction shall be accompanied by prepayment of the Loans to the extent, if any, that the total Credit Exposure of the Lenders then outstanding exceeds the sum of the total Commitments as then reduced. Any termination of the Commitments shall be accompanied by prepayment in full of the Loans then outstanding and the payment of any unpaid fees then accrued hereunder. Upon receipt of such notice, the Administrative Agent shall promptly notify each Lender thereof. Any partial reduction shall be in an amount of $5,000,000 or a whole multiple thereof and shall reduce permanently the total amount of the Commitments, together with a corresponding reduction in the aggregate amount of each Lender’s applicable Commitment. The Commitments, once terminated or reduced, may not be reinstated. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their Commitments (except for in connection with the termination of this Agreement as to any Lender pursuant to Section 10.15).

Reduction or Termination of Commitments. Unless previously terminated, the Commitments shall terminate on the Revolving Commitment Termination Date. The Borrower shall have the right, right at any time and from time to time upon not less than two five (5) Business Days’ prior written notice to the Administrative AgentAgent to reduce by $500,000 or an integral multiple thereof or terminate entirely the unborrowed portion of the then Total Revolving Credit Commitment, to terminate whereupon the Revolving Credit Commitments of the Revolving Credit Banks shall be reduced pro rata in accordance with their respective Commitment Percentages by the amount specified in such notice or, from time to timeas the case may be, reduce the amount of the Commitments; terminated, provided, however, that the Borrower shall not terminate or reduce any Commitment if, after giving effect to any concurrent repayment reduction of the Loans in accordance with Section 2.07 and Section 2.08Total Revolving Credit Commitment, the total Bid Rate Maximum Amount or the Letter of Credit Exposure Sublimit exceeds the amount of the Lenders would exceed Total Revolving Credit Commitment, then the sum Bid Rate Maximum Amount or the Letter of total Commitments. Any reduction Credit Sublimit, as applicable, shall be accompanied automatically reduced by prepayment the amount of such excess. Upon the effective date of any such reduction or termination, the Borrower shall pay to the Agent for the respective accounts of the Loans to Banks the extent, if any, that the total Credit Exposure full amount of the Lenders Facility Fee then outstanding exceeds accrued and unpaid on the sum amount of the total Commitments as then reducedreduction. Any No reduction or termination of the Commitments shall may be accompanied by prepayment reinstated. In the event the Total Revolving Credit Commitments of the Banks have been reduced to zero ($0), no Letters of Credit are then issued and outstanding hereunder, and the Revolving Credit Loans and all other Obligations outstanding or due hereunder have been paid or repaid in full of in cash, this Agreement, the Loans then outstanding revolving credit facility shall automatically terminate (except as to those provisions hereof which expressly survive such termination), unless otherwise agreed to in writing by the Agent and the payment of any unpaid fees then accrued hereunderBorrower. Upon receipt of such notice, the Administrative The Agent shall promptly notify provide each Lender thereof. Any partial reduction shall be in an amount applicable Bank with copies of $5,000,000 or a whole multiple thereof and shall reduce permanently any notices received by the total amount of Agent from the Commitments, together with a corresponding reduction in the aggregate amount of each Lender’s applicable Commitment. The Commitments, once terminated or reduced, may not be reinstated. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their Commitments (except for in connection with the termination of Borrower under this Agreement as to any Lender pursuant to Section 10.15)§2.7.

Reduction or Termination of Commitments. Unless previously terminated, the Commitments shall terminate on the Revolving Commitment Termination Date. The Borrower shall have the rightmay, upon not less than two Business Days’ written notice to the Administrative Agent, to terminate the Aggregate Revolver Commitments or, from time or (prior to time, funding the Term Loan) permanently reduce the Aggregate Term Loan Commitments or permanently reduce the Aggregate Revolver Commitments to an amount of the Commitments; provided, however, that the Borrower shall not terminate or reduce any Commitment if, after giving effect to any concurrent repayment of the Loans in accordance with Section 2.07 and Section 2.08, the total Credit Exposure of the Lenders would exceed the sum of total Commitments. Any reduction shall be accompanied by prepayment of the Loans to the extent, if any, that the total Credit Exposure of the Lenders then outstanding exceeds less than the sum of the total Commitments as then reduced. Any termination Outstanding Amount of the Commitments then existing (i) Revolver Principal Debt and (ii) L/C Obligations; provided that (i) any such notice shall be accompanied received by prepayment in full of the Loans then outstanding and the payment of any unpaid fees then accrued hereunder. Upon receipt of such notice, the Administrative Agent shall promptly notify each Lender thereof. Any not later than 11:00 a.m., three Business Days prior to the date of termination or reduction, and (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 10,000,000 or a any whole multiple thereof and of $1,000,000 in excess thereof. The Administrative Agent shall reduce permanently promptly notify the total amount affected Lenders of any such notice of reduction or termination. Once reduced in accordance with this Section, the Aggregate Revolver Commitments or Aggregate Term Loan Commitments, together with a corresponding reduction in as the aggregate amount of each Lender’s applicable Commitment. The Commitments, once terminated or reducedcase may be, may not be reinstatedincreased. Each Any reduction of the Aggregate Revolver Commitments shall be made ratably among applied to the Lenders in accordance with their Revolver Commitment of each Revolver Lender according to its Pro Rata Share, and any reduction of the Aggregate Term Loan Commitments (except for in connection with shall be applied to the Term Loan Commitment of each Term Lender according to its Pro Rata Share. All commitment fees on the portion of the Aggregate Revolver Commitments so terminated which have accrued to the effective date of any termination of this Agreement as to any Lender pursuant to Section 10.15)the Aggregate Revolver Commitments shall be paid on the effective date of such termination.

Reduction or Termination of Commitments. Unless previously terminated, the Commitments shall terminate on the Revolving Commitment Termination Date. The Borrower shall have the rightmay, upon not less than two Business Days’ written notice to the Administrative Agent, to terminate the Commitments orAggregate Commitments, or from time to time, time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall be received by Agent not later than 10:00 a.m., five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of the Commitments; provided$5,000,000 or any whole multiple of $1,000,000 in excess thereof, however, that the (iii) Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any Commitment concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments and (iv) if, after giving effect to any concurrent repayment reduction of the Loans Aggregate Commitments, the Alternative Currency Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Sublimit shall be automatically reduced by the amount of such excess. Agent will promptly notify Lenders of any such notice of termination or reduction of the Aggregate Commitments. Once reduced in accordance with Section 2.07 and Section 2.08this Section, the total Aggregate Commitments may not be increased. The amount of any such Aggregate Commitment reduction shall not be applied to the Alternative Currency Sublimit or the Letter of Credit Exposure of the Lenders would exceed the sum of total CommitmentsSublimit unless otherwise specified by Borrower. Any reduction of the Aggregate Commitments shall be accompanied by prepayment of the Loans applied to the extent, if any, that Commitment of each Lender according to its Pro Rata Share. All commitment fees accrued until the total Credit Exposure effective date of the Lenders then outstanding exceeds the sum of the total Commitments as then reduced. Any any termination of the Aggregate Commitments shall be accompanied by prepayment in full of paid on the Loans then outstanding and the payment of any unpaid fees then accrued hereunder. Upon receipt effective date of such notice, the Administrative Agent shall promptly notify each Lender thereof. Any partial reduction shall be in an amount of $5,000,000 or a whole multiple thereof and shall reduce permanently the total amount of the Commitments, together with a corresponding reduction in the aggregate amount of each Lender’s applicable Commitment. The Commitments, once terminated or reduced, may not be reinstated. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their Commitments (except for in connection with the termination of this Agreement as to any Lender pursuant to Section 10.15)termination.

Reduction or Termination of Commitments. Unless previously terminated, the Commitments shall terminate on the Revolving Commitment Termination Date. The Borrower shall have the right, upon not less than two (2) Business Days’ written notice to the Administrative Agent, to terminate the Commitments or, from time to time, reduce the amount of the Commitments; provided, however, that the Borrower shall not terminate or reduce any Commitment if, after giving effect to any concurrent repayment of the Loans in accordance with Section 2.07 and Section 2.08, 2.08 the total Credit Exposure of the Lenders would exceed the sum of total Commitments. Any reduction shall be accompanied by prepayment of the Loans to the extent, if any, that the total Credit Exposure of the Lenders then outstanding exceeds the sum of the total Commitments as then reduced. Any termination of the Commitments shall be accompanied by prepayment in full of the Loans then outstanding and the payment of any unpaid fees then accrued hereunder. Upon receipt of such notice, the Administrative Agent shall promptly notify each Lender thereof. Any partial reduction shall be in an amount of $5,000,000 or a whole multiple thereof and shall reduce permanently the total amount of the Commitments, together with a corresponding reduction in the aggregate amount of each Lender’s applicable Commitment. The Commitments, Commitments once terminated or reduced, reduced may not be reinstated. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their Commitments (except for in connection with the termination of this Agreement as to any Lender pursuant to Section 10.1510.13).

Reduction or Termination of Commitments. Unless previously terminated, (i) the Term Loan Commitments shall terminate at 5:00 p.m. on the Closing Date and (ii) all of the Commitments shall terminate on the Revolving Commitment Termination Maturity Date. The Borrower shall have the rightCompany may, upon not less than two Business Days’ written notice to the Administrative Agent, to terminate the Commitments orAggregate Revolving Commitments, or from time to time, time permanently reduce the Aggregate Revolving Commitments; provided that (i) any such notice shall be received by the Agent at least three Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Commitments; provided, however, that the Borrower Company shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any Commitment concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments and (iv) if, after giving effect to any concurrent repayment reduction of the Loans Aggregate Revolving Commitments, the Alternative Currency Sublimit, the Designated Borrower Sublimit, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Commitments, such Sublimit shall be automatically reduced by the amount of such excess. The Agent will promptly notify Lenders of any such notice of termination or reduction of the Aggregate Revolving Commitments. Any termination or reduction of the Aggregate Revolving Commitments in accordance with this Section 2.07 and 2.06 shall be permanent. Each notice delivered by the Company pursuant to this Section 2.082.06 shall be irrevocable; provided that a notice of termination of the Aggregate Revolving Commitments delivered by the Company may state that such notice is conditioned upon the effectiveness of other credit facilities or other transactions specified therein, in which case such notice may be revoked by the Company (by notice to the Agent on or prior to the specified effective date) if such condition is not satisfied. The amount of any such Aggregate Revolving Commitment reduction shall not be applied to the Alternative Currency Sublimit, Designated Borrower Sublimit, the total Letter of Credit Exposure of Sublimit or the Lenders would exceed Swing Line Sublimit unless otherwise specified by the sum of total CommitmentsCompany. Any reduction of the Aggregate Revolving Commitments shall be accompanied by prepayment of the Loans applied to the extent, if any, that Revolving Commitment of each Revolving Lender according to its Pro Rata Share. All commitment fees accrued until the total Credit Exposure effective date of the Lenders then outstanding exceeds the sum of the total Commitments as then reduced. Any any termination of the Aggregate Revolving Commitments shall be accompanied by prepayment in full of paid on the Loans then outstanding and the payment of any unpaid fees then accrued hereunder. Upon receipt effective date of such notice, the Administrative Agent shall promptly notify each Lender thereof. Any partial reduction shall be in an amount of $5,000,000 or a whole multiple thereof and shall reduce permanently the total amount of the Commitments, together with a corresponding reduction in the aggregate amount of each Lender’s applicable Commitment. The Commitments, once terminated or reduced, may not be reinstated. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their Commitments (except for in connection with the termination of this Agreement as to any Lender pursuant to Section 10.15)termination.

Reduction or Termination of Commitments. Unless previously terminatedUpon notice to Agent, the Commitments shall terminate on the Revolving Commitment Termination Date. The Borrower shall have the right, upon not less than two Business Days’ written notice to the Administrative Agent, to may terminate the Commitments orAggregate Commitments, or from time to time, time permanently reduce the Aggregate Commitments and the Borrower shall permanently reduce the Aggregate Commitments in an amount equal to 100% of the net cash proceeds from the issuance of equity by the Borrower or any of its Subsidiaries (excluding proceeds from the exercise of stock options by employees, directors and consultants of the Borrower or any Subsidiary); provided that (i) any such notice shall be received by Agent not later than 11:00 a.m., five Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of the Commitments; provided$5,000,000 or any whole multiple of $1,000,000 in excess thereof, however, that the (iii) Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any Commitment concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments and (iv) if, after giving effect to any concurrent repayment reduction of the Loans Aggregate Commitments, the Letter of Credit Sublimit exceeds the amount of the Aggregate Commitments, such Sublimit shall be automatically reduced by the amount of such excess. Agent will promptly notify Lenders of any such notice of termination or reduction of the Aggregate Commitments. Once reduced in accordance with Section 2.07 and Section 2.08this Section, the total Credit Exposure of the Lenders would exceed the sum of total CommitmentsAggregate Commitments may not be increased. Any reduction of the Aggregate Commitments shall be accompanied by prepayment of the Loans applied to the extent, if any, that Commitment of each Lender according to its Pro Rata Share. All commitment fees accrued until the total Credit Exposure effective date of the Lenders then outstanding exceeds the sum of the total Commitments as then reduced. Any any termination of the Aggregate Commitments shall be accompanied by prepayment in full of paid on the Loans then outstanding and the payment of any unpaid fees then accrued hereunder. Upon receipt effective date of such notice, the Administrative Agent shall promptly notify each Lender thereof. Any partial reduction shall be in an amount of $5,000,000 or a whole multiple thereof and shall reduce permanently the total amount of the Commitments, together with a corresponding reduction in the aggregate amount of each Lender’s applicable Commitment. The Commitments, once terminated or reduced, may not be reinstated. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their Commitments (except for in connection with the termination of this Agreement as to any Lender pursuant to Section 10.15)termination.

Reduction or Termination of Commitments. Unless previously terminated, the Commitments shall terminate on the Revolving Commitment Termination Date. The Borrower shall have the right, upon not less than two (2) Business Days’ written notice to the Administrative Agent, to terminate the Commitments or, from time to time, permanently reduce the amount of the Commitments; provided, however, that the Borrower shall not terminate or reduce any Commitment if, after giving effect to any concurrent repayment of the Loans in accordance with Section 2.07 and Section 2.08, 2.08 the total Credit Exposure of the Lenders would exceed the sum of total Commitments. Any reduction shall be accompanied by prepayment of the Loans to the extent, if any, that the total Credit Exposure of the Lenders then outstanding exceeds the sum of the total Commitments as then reduced. Any termination of the Commitments shall be accompanied by prepayment in full of the Loans then outstanding and the payment of any unpaid fees then accrued hereunder. Upon receipt of such notice, the Administrative Agent shall promptly notify each Lender thereof. Any partial reduction shall be in an amount of $5,000,000 or a whole multiple thereof and shall reduce permanently the total amount of the Commitments, together with a corresponding reduction in the aggregate amount of each Lender’s applicable Commitment. The Commitments, Commitments once terminated or reduced, reduced may not be reinstated. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their Commitments (except for in connection with the termination of this Agreement as to any Lender pursuant to Section 10.1510.13).

Reduction or Termination of Commitments. Unless previously terminated(a) At its option, the Commitments shall terminate on the Revolving Commitment Termination Date. The Borrower shall have the rightAgent may at any time terminate, upon not less than two Business Days’ written notice to the Administrative Agent, to terminate the Commitments or, or from time to time, reduce without premium or penalty (except as provided in Section 4.19), and permanently reduce, the amount Commitments of any Class; provided that (i) each reduction of the Commitments; providedCommitments of any Class shall be in an integral multiple of $500,000 and be in an amount that is not less than $1,000,000, however, that (ii) the Borrower Commitments of any Class shall not terminate be terminated or reduce any Commitment reduced if, after giving effect to any concurrent repayment prepayment of the Loans in accordance with Section 2.07 4.5 (and any adjustment of participations in then outstanding Swing Line Loans and Letters of Credit in accordance with the provisions of Section 2.082.1(c) and/or (d) as applicable), the total Credit Exposure aggregate amount of the Lenders Revolving Exposures of such Class would exceed the sum aggregate amount of total Commitments. Any Commitments of such Class, and (iii) if, after giving effect to any reduction shall be accompanied by prepayment of the Loans to Commitments, the extent, if any, that LC Sublimit or the total Credit Exposure of the Lenders then outstanding Swing Line Commitment exceeds the sum of the total Commitments as then reduced. Any termination aggregate amount of the Commitments or the LC Commitment of any Issuing Bank exceeds its Commitment, such sublimit shall be accompanied automatically reduced by the amount of such excess, and (iv) each such reduction shall apply pro rata to all Classes of Commitments (except to the extent a Class has expressly agreed to accept a less than pro rata reduction in accordance with the terms hereof). (b) The Borrower Agent shall notify the Administrative Agent in writing of any election to terminate or reduce the Commitments under Section 3(a) not later than 2:00 p.m. one Business Day (or, in the case of a prepayment of Eurodollar Loans, three Business Days or such shorter period as the Administrative Agent may agree in full its sole discretion) prior to the effective date of the Loans then outstanding such termination or reduction, specifying such election and the payment effective date thereof. Promptly following receipt of any unpaid fees then accrued hereunder. Upon receipt of such notice, the Administrative Agent shall promptly notify each Lender advise the Lenders of the contents thereof. Any partial reduction Each notice delivered by the Borrower Agent pursuant to this Section 3(b) shall be in an amount irrevocable; provided that a notice of $5,000,000 or a whole multiple thereof and shall reduce permanently the total amount termination of the CommitmentsCommitments delivered by the Borrower Agent may state that such notice is conditioned upon the effectiveness of any such other credit facilities or the closing of any such securities offering, together or the occurrence of any other event specified therein, in which case such notice may be revoked by the Borrower Agent (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. With respect to the effectiveness of any such other credit facilities or the closing of any such securities offering, the Borrower Agent may extend the date of termination at any time with a corresponding reduction in the aggregate amount consent of each Lender’s applicable Commitment. The Commitments, once terminated or reduced, may the Administrative Agent (which consent shall not be reinstatedunreasonably withheld or delayed). Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such Class. (except for in connection with c) The total Commitments of each Class shall terminate on the termination of this Agreement as to any Lender pursuant to Section 10.15)Maturity Date applicable thereto.

Reduction or Termination of Commitments. (a) Unless previously terminated, the all Commitments shall terminate on the Revolving Commitment Termination Maturity Date. . (b) The Borrower Borrowers shall have the right, upon not less than two three Business Days’ written notice to the Administrative Agent, to terminate the Commitments or, from time to time, to reduce the amount of the Commitments; provided, however, provided that the Borrower no such reduction of Commitments shall not terminate or reduce any Commitment be permitted if, after giving effect thereto and to any concurrent repayment prepayments of the Loans in accordance with Section 2.07 and Section 2.08made on the effective date thereof, the total Credit Exposure of the Lenders Availability with respect to either Borrower would exceed the sum of total Commitmentsbe less than zero. Any reduction shall be accompanied by prepayment of the Loans to the extent, if any, that the total Credit Exposure of the Lenders then outstanding exceeds the sum of the total Commitments as then reduced. Any termination of the Commitments shall be accompanied by prepayment in full of the Loans then outstanding and the payment of any unpaid fees then accrued hereunder. Upon receipt of such notice, the Administrative Agent shall promptly notify each Lender thereof. Any partial reduction shall be in an amount of equal to $5,000,000 1,000,000, or a whole multiple thereof thereof, and shall reduce permanently the total amount of the Commitments, together with a corresponding reduction Commitments then in the aggregate amount of each Lender’s applicable Commitment. The Commitments, once terminated or reduced, may not be reinstatedeffect. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their Commitments (except for in connection respective Commitments; provided that with the prior consent of each of the Administrative Agent and the Required Lenders reductions may be made to the Commitments of Defaulting Lenders without having to reduce the Commitments of the other Lenders. (c) The Borrowers may at any time terminate the Commitments upon (i) the payment in full of all outstanding Loans, together with accrued and unpaid interest thereon and on any Letters of Credit, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or at the discretion of the Administrative Agent a back up standby letter of credit satisfactory to the Administrative Agent) equal to 103% of the LC Exposure as of such date), (iii) the payment in full of the accrued and unpaid fees and (iv) the payment in full of all outstanding reimbursable expenses and other Obligations together with accrued and unpaid interest thereon. (d) The Borrower Representative shall notify the Administrative Agent of any election to terminate the Commitments under paragraph (c) of this Section at least three Business Days prior to the effective date of such termination or such shorter period as may be agreed by the Administrative Agent, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower Representative pursuant to this Section shall be irrevocable; provided that a notice of termination of this Agreement as the Commitments delivered by the Borrower Representative may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower Representative (by notice to any Lender pursuant the Administrative Agent on or prior to Section 10.15)the specified effective date) if such condition is not satisfied. Any termination of the Commitments shall be permanent.

Reduction or Termination of Commitments. Unless previously terminated(a) At its option, the Commitments shall terminate on the Revolving Commitment Termination Date. The Borrower shall have the rightAgent may at any time terminate, upon not less than two Business Days’ written notice to the Administrative Agent, to terminate the Commitments or, or from time to time, reduce without premium or penalty (except as provided in Section 4.19), and permanently reduce, the amount Commitments of any Class; provided that (i) each reduction of the Commitments; providedCommitments of any Class shall be in an integral multiple of $500,000 and be in an amount that is not less than $1,000,000, however, that (ii) the Borrower Commitments of any Class shall not terminate be terminated or reduce any Commitment reduced if, after giving effect to any concurrent repayment prepayment of the Loans in accordance with Section 2.07 4.5 (and any adjustment of participations in then outstanding Swing Line Loans and Letters of Credit in accordance with the provisions of Section 2.082.1(c) and/or (d) as applicable), the total Credit Exposure aggregate amount of the Lenders Revolving Exposures of such Class would exceed the sum aggregate amount of total Commitments. Any Commitments of such Class, and (iii) if, after giving effect to any reduction shall be accompanied by prepayment of the Loans to Commitments, the extent, if any, that LC Sublimit or the total Credit Exposure of the Lenders then outstanding Swing Line Commitment exceeds the sum of the total Commitments as then reduced. Any termination aggregate amount of the Commitments or the LC Commitment of any Issuing Bank exceeds its Commitment, such sublimit shall be accompanied automatically reduced by the amount of such excess, and (iv) each such reduction shall apply pro rata to all Classes of Commitments (except to the extent a Class has expressly agreed to accept a less than pro rata reduction in accordance with the terms hereof). (b) The Borrower Agent shall notify the Administrative Agent in writing of any election to terminate or reduce the Commitments under Section 3(a) not later than 2:00 p.m. one Business Day (or, in the case of a prepayment of Eurodollar Loans, three Business Days or such shorter period as the Administrative Agent may agree in full its sole discretion) prior to the effective date of the Loans then outstanding such termination or reduction, specifying such election and the payment effective date thereof. Promptly following receipt of any unpaid fees then accrued hereunder. Upon receipt of such notice, the Administrative Agent shall promptly notify each Lender advise the Lenders of the contents thereof. Any partial reduction Each notice delivered by the Borrower Agent pursuant to this Section shall be in an amount irrevocable; provided that a notice of $5,000,000 or a whole multiple thereof and shall reduce permanently the total amount termination of the CommitmentsCommitments delivered by the Borrower Agent may state that such notice is conditioned upon the effectiveness of any such other credit facilities or the closing of any such securities offering, together or the occurrence of any other event specified therein, in which case such notice may be revoked by the Borrower Agent (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. With respect to the effectiveness of any such other credit facilities or the closing of any such securities offering, the Borrower Agent may extend the date of termination at any time with a corresponding reduction in the aggregate amount consent of each Lender’s applicable Commitment. The Commitments, once terminated or reduced, may the Administrative Agent (which consent shall not be reinstatedunreasonably withheld or delayed). Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such Class. (except for in connection with c) The total Commitments of each Class shall terminate on the termination of this Agreement as to any Lender pursuant to Section 10.15)Maturity Date applicable thereto.

Reduction or Termination of Commitments. Unless previously terminated, the Commitments shall terminate on the Revolving Commitment Termination Date. The Borrower shall have the right, right to terminate in whole or reduce in part the unused portion of the Commitments (including the Swing Commitment) upon not less than two at least three Business Days’ written Days prior notice (which notice shall be irrevocable) to the Administrative AgentAgent and each Lender specifying the effective date thereof, to terminate the Commitments orwhether a termination or reduction is being made, from time to time, reduce and the amount of the Commitments; providedany partial reduction, however, provided that the Borrower shall not terminate or reduce any Commitment if, after giving effect to any concurrent repayment of the Loans in accordance with Section 2.07 and Section 2.08, the total Credit Exposure of the Lenders would exceed the sum of total Commitments. Any reduction shall be accompanied by prepayment of the Loans to the extent, if any, that the total Credit Exposure of the Lenders then outstanding exceeds the sum of the total Commitments as then reduced. Any termination of the Commitments shall be accompanied by prepayment in full of the Loans then outstanding and the payment of any unpaid fees then accrued hereunder. Upon receipt of such notice, the Administrative Agent shall promptly notify each Lender thereof. Any partial reduction shall be in an the amount of $5,000,000 (or a whole in the case of the Swing Commitment, $1,000,000) or an integral multiple thereof and the Revolving Credit Commitments (other than the Swing Commitment) shall reduce permanently not be reduced below the total outstanding Letter of Credit Liabilities, and the Borrower shall simultaneously prepay the amount by which (i) the unpaid principal amount of the CommitmentsRevolving Credit Loan Advances, together with a corresponding reduction in the aggregate Swing Loan Advances and outstanding Letter of Credit Liabilities exceeds the Revolving Credit Commitments (after giving effect to such notice) plus accrued and unpaid interest on the principal amount so prepaid and (ii) the unpaid principal amount of each Lender’s applicable Commitmentthe Tranche B Advances exceeds the Tranche B Commitments (after giving effect to such notice) plus accrued and unpaid interest on the principal amount so prepaid. The Commitments, once Commitments may not be reinstated after they have been terminated or reduced. In addition the Swing Commitment may never be more than the Revolving Credit Commitments (exclusive of the amount of the Swing Commitment). Notwithstanding anything to the contrary contained herein, may not be reinstated. Each any such termination or reduction of in the Commitments shall be made ratably among applied first to the Lenders in accordance with their Commitments (except for in connection with Tranche B Commitments, then any remaining reduction shall be applied to the termination of this Agreement as to any Lender pursuant to Section 10.15)Revolving Credit Commitments.

Reduction or Termination of Commitments. Unless previously terminated, the Commitments shall terminate on the Revolving Commitment Termination Date. The Borrower shall have the rightmay, upon not less than two Business Days’ written notice to the Administrative Agent, to terminate the Commitments orAggregate Commitments, from time to time, or permanently reduce the Aggregate Commitments to an amount not less than the then the Total Outstandings; provided that (i) any such notice shall be received by the Administrative Agent not later than 12:00 noon, three Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of the Commitments; provided$1,000,000 or any whole multiple of $1,000,000 in excess thereof, however, that (iii) the Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any Commitment concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments, and (iv) if, after giving effect to any concurrent repayment reduction of the Loans in accordance with Section 2.07 and Section 2.08Aggregate Commitments, the total Alternative Currency Sublimit, the Letter of Credit Exposure Sublimit or the Swing Line Sublimit, exceeds the amount of the Lenders would exceed the sum of total Aggregate Commitments. Any reduction , such Sublimit shall be accompanied automatically reduced by prepayment of the Loans to the extent, if any, that the total Credit Exposure of the Lenders then outstanding exceeds the sum of the total Commitments as then reduced. Any termination of the Commitments shall be accompanied by prepayment in full of the Loans then outstanding and the payment of any unpaid fees then accrued hereunder. Upon receipt amount of such notice, the excess. The Administrative Agent shall promptly notify each Lender thereofthe Lenders of any such notice of reduction or termination of the Aggregate Commitments. Any partial The amount of any such Aggregate Commitment reduction shall not be applied to the Alternative Currency Sublimit or the Letter of Credit Sublimit unless otherwise specified by the Borrower. Once reduced in an amount of $5,000,000 or a whole multiple thereof and shall reduce permanently accordance with this Section, the total amount of the Commitments, together with a corresponding reduction in the aggregate amount of each Lender’s applicable Commitment. The Commitments, once terminated or reduced, Aggregate Commitments may not be reinstatedincreased. Each Any reduction of the Aggregate Commitments shall be made ratably among applied to the Lenders in accordance with their Commitments (except for in connection with Commitment of each Lender according to its Pro Rata Share. All commitment fees accrued until the effective date of any termination of this Agreement as to any Lender pursuant to Section 10.15)the Aggregate Commitments shall be paid on the effective date of such termination.

Reduction or Termination of Commitments. Unless previously terminated(a) At its option, the Commitments shall terminate on the Revolving Commitment Termination Date. The Borrower shall have the rightAgent may at any time terminate, upon not less than two Business Days’ written notice to the Administrative Agent, to terminate the Commitments or, or from time to time, reduce without premium or penalty (except as provided in Section 4.19), and permanently reduce, the amount Commitments of any Class; provided that (i) each reduction of the Commitments; providedCommitments of any Class shall be in an integral multiple of $500,000 and be in an amount that is not less than $1,000,000, however, that (ii) the Borrower Commitments of any Class shall not terminate be terminated or reduce any Commitment reduced if, after giving effect to any concurrent repayment prepayment of the Loans in accordance with Section 2.07 4.5 (and any adjustment of participations in then outstanding Swing Line Loans and Letters of Credit in accordance with the provisions of Section 2.082.1(c) and/or (d) as applicable), the total Credit Exposure aggregate amount of the Lenders Revolving Exposures of such Class would exceed the sum aggregate amount of total Commitments. Any Commitments of such Class, and (iii) if, after giving effect to any reduction shall be accompanied by prepayment of the Loans to Commitments, the extent, if any, that LC Sublimit or the total Credit Exposure of the Lenders then outstanding Swing Line Commitment exceeds the sum of the total Commitments as then reduced. Any termination aggregate amount of the Commitments or the LC Commitment of any Issuing Bank exceeds its Commitment, such sublimit shall be accompanied automatically reduced by the amount of such excess, and (iv) each such reduction shall apply pro rata to all Classes of Commitments (except to the extent a Class has expressly agreed to accept a less than pro rata reduction in accordance with the terms hereof). (b) The Borrower Agent shall notify the Administrative Agent in writing of any election to terminate or reduce the Commitments under Section 3(a) not later than 2:00 p.m. one Business Day (or, in the case of a prepayment of Tranche Rate Loans, three Business Days or such shorter period as the Administrative Agent may agree in full its sole discretion) prior to the effective date of the Loans then outstanding such termination or reduction, specifying such election and the payment effective date thereof. Promptly following receipt of any unpaid fees then accrued hereunder. Upon receipt of such notice, the Administrative Agent shall promptly notify each Lender advise the Lenders of the contents thereof. Any partial reduction Each notice delivered by the Borrower Agent pursuant to this Section 3(b) shall be in an amount irrevocable; provided that a notice of $5,000,000 or a whole multiple thereof and shall reduce permanently the total amount termination of the CommitmentsCommitments delivered by the Borrower Agent may state that such notice is conditioned upon the effectiveness of any such other credit facilities or the closing of any such securities offering, together or the occurrence of any other event specified therein, in which case such notice may be revoked by the Borrower Agent (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. With respect to the effectiveness of any such other credit facilities or the closing of any such securities offering, the Borrower Agent may extend the date of termination at any time with a corresponding reduction in the aggregate amount consent of each Lender’s applicable Commitment. The Commitments, once terminated or reduced, may the Administrative Agent (which consent shall not be reinstatedunreasonably withheld or delayed). Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such Class. (except for in connection with c) The total Commitments of each Class shall terminate on the termination of this Agreement as to any Lender pursuant to Section 10.15)Maturity Date applicable thereto.

Reduction or Termination of Commitments. Unless previously terminated, the Total Commitments shall terminate on the Revolving Commitment Termination Date. The Borrower shall have the right, upon not less than two (2) Business Days’ written notice to the Administrative Agent, to terminate the Total Commitments or, from time to time, reduce the amount of the Commitments; provided, however, that the Borrower shall not terminate or reduce any Commitment if, after giving effect to any concurrent repayment of the Loans in accordance with Section 2.07 and Section 2.08, the total Total Revolving Extensions of Credit Exposure of the Lenders would exceed the sum of total Total Commitments. Any reduction shall be accompanied by prepayment of the Loans to the extent, if any, that the total Total Revolving Extensions of Credit Exposure of the Lenders then outstanding exceeds the sum of the total Total Commitments as then reduced. Any termination of the Total Commitments shall be accompanied by prepayment in full of the Loans then outstanding and the payment of any unpaid fees then accrued hereunder. Upon receipt of such notice, the Administrative Agent shall promptly notify each Lender thereof. Any partial reduction shall be in an amount of $5,000,000 or a whole multiple thereof and shall reduce permanently the total amount of the Total Commitments, together with a corresponding reduction in the aggregate amount of each Lender’s applicable Commitment. The Commitments, Total Commitments once terminated or reduced, reduced may not be reinstated. Each reduction of the Total Commitments shall be made ratably among the Lenders in accordance with their Commitments (except for in connection with the termination of this Agreement as to any Lender pursuant to Section 10.15)each Lender’s Applicable Percentage.

Reduction or Termination of Commitments. Unless previously terminated, the Commitments shall terminate on the Revolving Commitment Termination Date. (a) The Borrower shall have the rightBorrowers may, upon not less than two five Business Days’ written ' prior notice to the Administrative Paying Agent, to terminate the Commitments orin any Facility, from time or permanently reduce the Commitments in any Facility by an aggregate amount equal to timethe Dollar Equivalent of U.S. $1,000,000 or a higher integral multiple of U.S. $1,000,000; unless, reduce in the case of the Revolving Facility, after giving effect thereto and to any prepayments of the Revolving Loans made on the effective date of such termination or reduction, the then outstanding principal Dollar Equivalent amount of all Revolving Loans, plus (without duplication) the Effective Amount of all L/C Obligations together would exceed the amount of the Commitments; providedcombined Revolving Commitments of all Revolving Lenders then in effect. U.S. Borrower may, howeverupon not less than five Business Days' prior notice to the Paying Agent and the Swing Line Lender, that the Borrower shall not terminate or permanently reduce any Commitment ifthe Swing Line Commitment; unless, after giving effect thereto and to any concurrent repayment prepayment of the Swing Line Loans made on the effective date of such termination or reduction, the then outstanding amount of all Swing Line Loans would exceed the amount of the Swing Line Commitment then in effect. (b) The aggregate amount of the Revolving Commitments shall be automatically and permanently terminated on the Termination Date. (c) Once reduced in accordance with Section 2.07 and Section 2.08this Section, the total Credit Exposure of the Lenders would exceed the sum of total Commitments. Any reduction shall be accompanied by prepayment of the Loans to the extent, if any, that the total Credit Exposure of the Lenders then outstanding exceeds the sum of the total Commitments as then reduced. Any termination of the Commitments shall be accompanied by prepayment in full of the Loans then outstanding and the payment of any unpaid fees then accrued hereunder. Upon receipt of such notice, the Administrative Agent shall promptly notify each Lender thereof. Any partial reduction shall be in an amount of $5,000,000 or a whole multiple thereof and shall reduce permanently the total amount of the Commitments, together with a corresponding reduction in the aggregate amount of each Lender’s applicable Commitment. The Commitments, once terminated or reduced, may not be increased or reinstated. Each Any reduction of the Commitments in any Facility shall be made ratably among applied pro rata to each Lender's Commitment in such Facility. All accrued Commitment Fees and accrued but unpaid interest in respect of any Facility to, but not including, the Lenders in accordance with their Commitments (except for in connection with the effective date of any reduction or termination of this Agreement as to any Lender pursuant to Section 10.15)Commitments in such Facility shall be paid on the effective date of such reduction or termination.

Reduction or Termination of Commitments. Unless previously terminated, the Commitments shall terminate on the Revolving Commitment Termination Date. The Borrower shall have the right, upon not less than two (2) Business Days’ written Days notice to the Administrative Agent, to terminate the Commitments or, from time to time, reduce the amount of the Commitments; provided, however, that the Borrower shall not terminate or reduce any Commitment if, after giving effect to any concurrent repayment of the Loans in accordance with Section 2.07 and Section 2.08, 2.08 the total Credit Exposure of the Lenders would exceed the sum of total Commitments. Any reduction shall be accompanied by prepayment of the Loans to the extent, if any, that the total Credit Exposure of the Lenders then outstanding exceeds the sum of the total Commitments as then reduced. Any termination of the Commitments shall be accompanied by prepayment in full of the Loans then outstanding and the payment of any unpaid fees then accrued hereunder. Upon receipt of such notice, the Administrative Agent shall promptly notify each Lender thereof. Any partial reduction shall be in an amount of $5,000,000 or a whole multiple thereof and shall reduce permanently the total amount of the Commitments, together with a corresponding reduction in the aggregate amount of each Lender’s applicable Commitment. The Commitments, Commitments once terminated or reduced, reduced may not be reinstated. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their Commitments (except for in connection with the termination of this Agreement as to any Lender pursuant to Section 10.1510.13).

Reduction or Termination of Commitments. Unless previously terminated, the Commitments shall terminate on the Revolving Commitment Termination Date. The Borrower shall have the right, upon not less than two (2) Business Days’ written notice to the Administrative Agent, to terminate the Commitments or, from time to time, reduce the amount of the Commitments; provided, however, that the Borrower shall not terminate or reduce any Commitment if, after giving effect to any concurrent repayment of the Loans in accordance with Section 2.07 2.06 and Section 2.08, 2.07 the total Revolving Credit Exposure of the Lenders Exposures would exceed the sum of total Commitments. Any reduction shall be accompanied by prepayment of the Loans to the extent, if any, that the total Revolving Credit Exposure of the Lenders Exposures then outstanding exceeds the sum of the total Commitments as then reduced. Any termination of the Commitments shall be accompanied by prepayment in full of the Loans then outstanding and the payment of any unpaid interest accrued thereon and fees then accrued hereunderhereunder and other amounts then due and payable hereunder to or for the accounts of Lenders, including, without limitation, such amounts required pursuant to Section 2.19). Each notice delivered by the Borrower pursuant to this Section shall be irrevocable (unless otherwise agreed to by the Administrative Agent); provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Upon receipt of such notice, the Administrative Agent shall promptly notify each Lender thereof. Any partial reduction shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $5,000,000 or a whole multiple thereof and shall reduce permanently the total amount of the Commitments, together with a corresponding reduction in the aggregate amount of each Lender’s applicable Commitment. The Commitments, Commitments once terminated or reduced, reduced may not be reinstated. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their Commitments (except for in connection with the termination of this Agreement as to any Lender pursuant to Section 10.15)Commitments.

Reduction or Termination of Commitments. Unless previously terminated, the Commitments shall terminate on the Revolving Commitment Termination Date; provided that, if the Maturity Date applicable to any Declining Lender under Section 2.24 is earlier than the Revolving Commitment Termination Date, the Commitment of such Declining Lender shall terminate on such Declining Lender’s respective Maturity Date. The Borrower shall have the right, upon not less than two (2) Business Days’ written notice to the Administrative Agent, to terminate the Commitments or, from time to time, permanently reduce the amount of the Commitments; provided, however, that the Borrower shall not terminate or reduce any Commitment if, after giving effect to any concurrent repayment of the Loans in accordance with Section 2.07 and Section 2.08, the sum of the total Credit Exposure Exposures of the Lenders would exceed the sum of total Commitments. Any reduction shall be accompanied by prepayment of the Loans to the extent, if any, that the sum of the total Credit Exposure Exposures of the Lenders then outstanding exceeds the sum of the total Commitments as then reduced. Any termination of the Commitments shall be accompanied by prepayment in full of the Loans then outstanding and the payment of any unpaid fees then accrued hereunder. Upon receipt of any such noticenotice of termination or reduction of the Commitments, the Administrative Agent shall promptly notify each Lender thereof. Any partial reduction shall be in an amount of $5,000,000 or a whole multiple thereof and shall reduce permanently the total amount of the Commitments, together with a corresponding reduction in the aggregate amount of each Lender’s applicable Commitment. The Commitments, Commitments once terminated or reduced, reduced may not be reinstated. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their Commitments (except for in connection with the termination of this Agreement as to any Lender pursuant to Section 10.15)Commitments.

Reduction or Termination of Commitments. Unless previously terminated, the Commitments shall terminate on the Revolving Commitment Termination Date. The Borrower shall have the rightmay, upon not less than two Business Days’ written notice to the Administrative Agent, to terminate the Commitments orAggregate Commitments, or from time to time, and in addition to the Aggregate Commitments Decrease contemplated in Section 2.1, permanently reduce the Aggregate Commitments; provided that (i) any such notice shall be received by Agent not later than 11:00 a.m., five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of the Commitments; provided$5,000,000 or any whole multiple of $1,000,000 in excess thereof, however, that the (iii) Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any Commitment concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments and (iv) if, after giving effect to any concurrent repayment reduction of the Loans Aggregate Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Sublimit shall be automatically reduced by the amount of such excess. Agent will promptly notify Lenders of any such notice of termination or reduction of the Aggregate Commitments. Once reduced in accordance with Section 2.07 and Section 2.08this Section, the total Credit Exposure of the Lenders would exceed the sum of total CommitmentsAggregate Commitments may not be increased. Any reduction of the Aggregate Commitments shall be accompanied by prepayment of the Loans applied to the extent, if any, that Commitment of each Lender according to its Pro Rata Share. All Commitment fees accrued until the total Credit Exposure effective date of the Lenders then outstanding exceeds the sum of the total Commitments as then reduced. Any any termination of the Aggregate Commitments shall be accompanied by prepayment in full of paid on the Loans then outstanding and the payment of any unpaid fees then accrued hereunder. Upon receipt effective date of such notice, the Administrative Agent shall promptly notify each Lender thereof. Any partial reduction shall be in an amount of $5,000,000 or a whole multiple thereof and shall reduce permanently the total amount of the Commitments, together with a corresponding reduction in the aggregate amount of each Lender’s applicable Commitment. The Commitments, once terminated or reduced, may not be reinstated. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their Commitments (except for in connection with the termination of this Agreement as to any Lender pursuant to Section 10.15)termination.

Reduction or Termination of Commitments. Unless previously terminated, the Commitments shall terminate on the Revolving Commitment Termination Date. The Borrower Anadarko shall have the right, upon not less than two (2) Business Days’ written notice to the Administrative Agent, to terminate the Commitments or, from time to time, reduce the amount of the Commitments; provided, however, that the Borrower Anadarko shall not terminate or reduce any Commitment if, after giving effect to any concurrent repayment of the Loans in accordance with Section 2.07 and Section 2.08, 2.08 the total Credit Exposure of the Lenders would exceed the sum of total Commitments. Any reduction shall be accompanied by prepayment of the Loans to the extent, if any, that the total Credit Exposure of the Lenders then outstanding exceeds the sum of the total Commitments as then reduced. Any termination of the Commitments shall be accompanied by prepayment in full of the Loans then outstanding and the payment of any unpaid fees then accrued hereunder. Upon receipt of such notice, the Administrative Agent shall promptly notify each Lender thereof. Any partial reduction shall be in an amount of $5,000,000 or a whole multiple thereof and shall reduce permanently the total amount of the Commitments, together with a corresponding reduction in the aggregate amount of each Lender’s applicable Commitment. The Commitments, Commitments once terminated or reduced, reduced may not be reinstated. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their Commitments (except for in connection with the termination of this Agreement as to any Lender pursuant to Section 10.159.13).

Reduction or Termination of Commitments. Unless previously terminated, the Commitments shall terminate on the Revolving Commitment Termination Date. The Borrower shall have the right, upon not less than two (2) Business Days’ written notice to the Administrative Agent, to terminate the Commitments or, from time to time, reduce the amount of the Commitments; provided, however, that the Borrower shall not terminate or reduce any Commitment if, after giving effect to any concurrent repayment of the Loans in accordance with Section 2.07 and Section 2.08, the total Credit Exposure of the Lenders would exceed the sum of total Commitments. Any reduction shall be accompanied by prepayment of the Loans to the extent, if any, that the total Credit Exposure of the Lenders then outstanding exceeds the sum of the total Commitments as then reduced. Any termination of the Commitments shall be accompanied by prepayment in full of the Loans then outstanding and the payment of any unpaid fees then accrued hereunder. Upon receipt of such notice, the Administrative Agent shall promptly notify each Lender thereof. Any partial reduction shall be in an amount of $5,000,000 or a whole multiple thereof and shall reduce permanently the total amount of the Commitments, together with a corresponding reduction in the aggregate amount of each Lender’s applicable Commitment. The Commitments, Commitments once terminated or reduced, reduced may not be reinstated. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their Commitments (except for in connection with the termination of this Agreement as to any Lender pursuant to Section 10.1510.13).

Reduction or Termination of Commitments. (a) Unless previously terminated, the all Commitments shall terminate on the Revolving Commitment Termination Maturity Date. . (b) The Borrower Borrowers shall have the right, upon not less than two three Business Days’ written notice to the Administrative Agent, to terminate the Commitments or, from time to time, to reduce the amount of the Commitments; provided, however, provided that the Borrower no such reduction of Commitments shall not terminate or reduce any Commitment be permitted if, after giving effect thereto and to any concurrent repayment prepayments of the Loans in accordance with Section 2.07 and Section 2.08made on the effective date thereof, the total Credit Exposure of the Lenders Availability with respect to either Borrower would exceed the sum of total Commitmentsbe less than zero. Any such reduction shall be accompanied by prepayment in an amount equal to $1,000,000, or a whole multiple thereof, and shall reduce permanently the Commitments then in effect. (c) The Borrowers may at any time terminate the Commitments upon (i) the payment in full of all outstanding Loans, together with accrued and unpaid interest thereon and on any Letters of Credit, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or at the discretion of the Loans Administrative Agent a back up standby letter of credit satisfactory to the extent, if any, that the total Credit Exposure Administrative Agent) equal to 103% of the Lenders then outstanding exceeds LC Exposure as of such date), (iii) the sum payment in full of the total accrued and unpaid fees and (iv) the payment in full of all outstanding reimbursable expenses and other Obligations together with accrued and unpaid interest thereon. (d) The Borrower Representative shall notify the Administrative Agent of any election to terminate the Commitments under paragraph (c) of this Section at least three Business Days prior to the effective date of such termination or such shorter period as then reducedmay be agreed by the Administrative Agent, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower Representative pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower Representative may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower Representative (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination of the Commitments shall be accompanied by prepayment in full of the Loans then outstanding and the payment of any unpaid fees then accrued hereunder. Upon receipt of such notice, the Administrative Agent shall promptly notify each Lender thereof. Any partial reduction shall be in an amount of $5,000,000 or a whole multiple thereof and shall reduce permanently the total amount of the Commitments, together with a corresponding reduction in the aggregate amount of each Lender’s applicable Commitment. The Commitments, once terminated or reduced, may not be reinstated. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their Commitments (except for in connection with the termination of this Agreement as to any Lender pursuant to Section 10.15)permanent.

Reduction or Termination of Commitments. Unless previously terminatedThe Company may at any time or from time to time reduce ratably in proportion to their respective Commitments or terminate in whole, the respective Commitments of the Banks hereunder by giving not less than five full Business Days' prior written notice to such effect to the Administrative Agent; provided that any partial reduction shall be in an aggregate amount of not less than $3,000,000 and an integral multiple of $250,000; provided, further, that the Commitments may not be reduced to an amount less than the aggregate principal amount of Discretionary Loans and Conventional Loans (and the Alternate Currency Commitments may not be reduced as provided below to an amount less than the aggregate principal amount of the outstanding Alternate Currency Loans and the Discretionary Loans made in a Discretionary Alternate Currency, each calculated in its Dollar equivalent) outstanding at such time, unless simultaneously therewith the Company shall make a prepayment in accordance with Section 3.02(a) hereof. In the event of any prepayment of the Loans outstanding hereunder pursuant to Section 3.02(b)(ii), the Commitments shall terminate on be ratably reduced by the Revolving Commitment Termination Dateamount of such prepayment to the extent provided in Section 3.02(b)(ii). The Borrower Any reduction of the Commitments pursuant to this Section 4.02 shall have reduce the rightAlternate Currency Commitments proportionately; provided, upon not that in no event shall the Alternate Currency Commitments be reduced to an amount less than two Business Days’ written notice to the Administrative Agent, to terminate lesser of (a) $300,000,000 and (b) the Commitments or, from time to time, reduce the aggregate amount of the Commitments; provided, however, that the Borrower shall not terminate or reduce any Commitment if, after giving effect to any concurrent repayment of the Loans in accordance with Section 2.07 and Section 2.08, the total Credit Exposure of the Lenders would exceed the sum of total Commitments. Any reduction shall be accompanied by prepayment of the Loans to the extent, if any, that the total Credit Exposure of the Lenders then outstanding exceeds the sum of the total Commitments as then reduced. Any termination of the Commitments shall be accompanied by prepayment in full of the Loans then outstanding and the payment of any unpaid fees then accrued hereunder. Upon receipt of such notice, the The Administrative Agent shall promptly notify each Lender thereof. Any partial Bank of its Pro Rata Share of and of the date of each reduction shall be in an amount of $5,000,000 or a whole multiple thereof and shall reduce permanently the total amount of the Commitments. After each such reduction, together with a corresponding reduction in the aggregate amount Commitment Fees owing to each Bank shall be calculated upon the Commitment of each Lender’s applicable Commitmentsuch Bank as so reduced. The CommitmentsIn the event of acceleration of the maturity date of any Loan, once terminated or reduced, may not be reinstatedthe Commitments hereunder of the Banks shall thereupon automatically terminate without notice. Each reduction or any termination of the Commitments hereunder shall be made ratably among the Lenders in accordance with their Commitments (except for in connection with the termination of this Agreement as to any Lender pursuant to Section 10.15)irrevocable.

Reduction or Termination of Commitments. Unless previously terminated, the Commitments shall terminate on the Revolving Commitment Termination Date. The Borrower shall have the right, upon not less than two (2) Business Days’ written notice to the Administrative Agent, to terminate the Commitments or, from time to time, reduce the amount of the Commitments; provided, however, that the Borrower shall not terminate or reduce any Commitment if, after giving effect to any concurrent repayment of the Loans in accordance with Section 2.07 and Section 2.08, 2.08 the total Revolving Credit Exposure of the Lenders Exposures would exceed the sum of total Commitments. Any reduction shall be accompanied by prepayment of the Loans to the extent, if any, that the total Revolving Credit Exposure of the Lenders Exposures then outstanding exceeds the sum of the total Commitments as then reducedreduced (and if after Loans are prepaid, any such excess remains as a result of LC Exposure, the Borrower shall provide cash collateral in the relevant currencies to cover any such excess caused by LC Exposure). Any termination of the Commitments shall be accompanied by prepayment in full of the Loans then outstanding and the payment of any unpaid interest accrued thereon and fees then accrued hereunderhereunder and other amounts then due and payable hereunder to or for the accounts of Lenders, including, without limitation, such amounts required pursuant to Section 2.19). Each notice delivered by the Borrower pursuant to this Section shall be irrevocable (unless otherwise agreed to by the Administrative Agent); provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Upon receipt of such notice, the Administrative Agent shall promptly notify each Lender thereof. Any partial reduction shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $5,000,000 or a whole multiple thereof and shall reduce permanently the total amount of the Commitments, together with a corresponding reduction in the aggregate amount of each Lender’s applicable Commitment. The Commitments, Commitments once terminated or reduced, reduced may not be reinstated. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their Commitments (except for in connection with the termination of this Agreement as to any Lender pursuant to Section 10.159.13).

Reduction or Termination of Commitments. Unless previously terminated, the Commitments shall terminate on the Revolving Commitment Termination Date. The Borrower shall have the rightmay at any time, upon not less than two 5 Business Days’ written prior notice to the Administrative Agent, to terminate the Commitments or, from time to time, reduce the amount of the Commitments; provided, however, that the Borrower shall not terminate or reduce any Commitment if, after giving effect to any concurrent repayment of the Loans in accordance with Section 2.07 and Section 2.08, the total Credit Exposure of the Lenders would exceed the sum of total Commitments. Any reduction shall be accompanied by prepayment of the Loans to the extent, if any, that the total Credit Exposure of the Lenders then outstanding exceeds the sum of the total Commitments as then reduced. Any termination of the Commitments shall be accompanied by prepayment in full of the Loans then outstanding and the payment of any unpaid fees then accrued hereunder. Upon receipt of such notice, the Administrative Agent (who shall promptly notify each Lender thereof. Any ), permanently terminate, or from time to time permanently ratably reduce, the Total Commitments; provided that each partial reduction of the Total Commitments shall be in an amount that is $1,000,000 or any whole multiple of $5,000,000 or 500,000 in excess thereof. Each partial reduction of the Total Commitments shall be applied ratably to the Commitment of each Lender. In the case of a whole multiple thereof and shall reduce permanently reduction of the total Total Commitments, the Borrower shall, on the effective date of such reduction, prepay in accordance with Section 2.05 so much of the aggregate outstanding principal amount of the Loans as exceeds the amount of the Total Commitments as so reduced together with all interest accrued thereon. In the case of the termination of the Total Commitments, together with a corresponding reduction in Borrower shall, on the aggregate effective date of any such termination, prepay the principal amount of all outstanding Loans, all accrued and unpaid interest thereon and all fees, expenses and any other amounts due hereunder or under any other Credit Document. Once such termination or reduction has occurred, the Total Commitments and each Lender’s applicable Commitment. The Commitments, once terminated or reducedthe amount of such reduction, may not be reinstated. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their Commitments (except for in connection with the termination of this Agreement as to any Lender pursuant to Section 10.15).

Reduction or Termination of Commitments. Unless previously terminated, the Commitments shall terminate on the Revolving Commitment Termination Date. The Borrower shall have the rightCompany may, upon not less than two Business Days’ written notice to the Administrative Agent, to terminate the Commitments orAggregate Commitments, from time to time, or permanently reduce the Aggregate Commitments to an amount not less than the then Outstanding Amount of all Loans and L/C Obligations; provided that (i) any such notice shall be received by the Administrative Agent not later than 11:00 a.m., (Chicago time) three Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $5,000,000 in excess thereof, (iii) the Commitments; provided, however, that the Borrower Company shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any Commitment concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments, and (iv) if, after giving effect to any concurrent repayment reduction of the Loans in accordance with Section 2.07 and Section 2.08Aggregate Commitments, the total Letter of Credit Exposure Sublimit or the Swing Line Sublimit or the Foreign Swing Line Sublimit exceeds the amount of the Lenders would exceed the sum of total Aggregate Commitments. Any reduction , such Sublimit shall be accompanied automatically reduced by prepayment of the Loans to the extent, if any, that the total Credit Exposure of the Lenders then outstanding exceeds the sum of the total Commitments as then reduced. Any termination of the Commitments shall be accompanied by prepayment in full of the Loans then outstanding and the payment of any unpaid fees then accrued hereunder. Upon receipt amount of such notice, the excess. The Administrative Agent shall promptly notify each Lender thereofthe Lenders of any such notice of reduction or termination of the Aggregate Commitments. The amount of any such Aggregate Commitment reduction shall not be applied to the Alternative Currency Sublimit or the Letter of Credit Sublimit unless otherwise specified by the Company. Any partial reduction shall be in an amount of $5,000,000 or a whole multiple thereof and shall reduce permanently the total amount of the Commitments, together with a corresponding reduction in the aggregate amount of each Lender’s applicable Commitment. The Commitments, once terminated or reduced, may not be reinstated. Each reduction of the Aggregate Commitments shall be made ratably among applied to the Lenders in accordance with their Commitments (except for in connection with Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of this Agreement as to any Lender pursuant to Section 10.15)the Aggregate Commitments shall be paid on the effective date of such termination.

Reduction or Termination of Commitments. Unless previously terminated, the Commitments shall terminate on the Revolving Commitment Termination Date. The Borrower shall have the rightCompany may, upon not less than two Business Days’ written notice to the Administrative Agent, to terminate the Commitments orAggregate Commitments, from time to time, or permanently reduce the Aggregate Commitments to an amount not less than the then the Total Outstandings; provided that (i) any such notice shall be received by the Administrative Agent not later than 12:00 noon, three Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of $1,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Commitments; provided, however, that the Borrower Company shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any Commitment concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments, and (iv) if, after giving effect to any concurrent repayment reduction of the Loans in accordance with Section 2.07 and Section 2.08Aggregate Commitments, the total Alternative Currency Sublimit, the Letter of Credit Exposure Sublimit or the Swing Line Sublimit, exceeds the amount of the Lenders would exceed the sum of total Aggregate Commitments. Any reduction , such sublimit shall be accompanied automatically reduced by prepayment of the Loans to the extent, if any, that the total Credit Exposure of the Lenders then outstanding exceeds the sum of the total Commitments as then reduced. Any termination of the Commitments shall be accompanied by prepayment in full of the Loans then outstanding and the payment of any unpaid fees then accrued hereunder. Upon receipt amount of such notice, the excess. The Administrative Agent shall promptly notify each Lender thereofthe Lenders of any such notice of reduction or termination of the Aggregate Commitments. Any partial The amount of any such Aggregate Commitment reduction shall not be applied to the Alternative Currency Sublimit or the Letter of Credit Sublimit unless otherwise specified by the Company. Once reduced in an amount of $5,000,000 or a whole multiple thereof and shall reduce permanently accordance with this Section, the total amount of the Commitments, together with a corresponding reduction in the aggregate amount of each Lender’s applicable Commitment. The Commitments, once terminated or reduced, Aggregate Commitments may not be reinstatedincreased. Each Any reduction of the Aggregate Commitments shall be made ratably among applied to the Lenders in accordance with their Commitments (except for in connection with Commitment of each Lender according to its Pro Rata Share. All commitment fees accrued until the effective date of any termination of this Agreement as to any Lender pursuant to Section 10.15)the Aggregate Commitments shall be paid on the effective date of such termination.

Reduction or Termination of Commitments. Unless previously terminated, the Commitments shall terminate on the Revolving Commitment Termination Date. (a) The Borrower shall have the rightBorrowers may, upon not less than two five Business Days’ written ' prior notice to the Administrative Agent, to terminate the Commitments orin any Facility, from time or permanently reduce the Commitments in any Facility by an aggregate amount equal to timethe Dollar Equivalent of U.S. $1,000,000 or a higher integral multiple of U.S. $1,000,000; unless, reduce in the case of the Revolving Facility, after giving effect thereto and to any prepayments of the Revolving Facility Loans made on the effective date of such reduction, the then outstanding principal Dollar Equivalent amount of all Revolving Facility Loans, plus (without duplication) the Effective Amount of all L/C Obligations together would exceed the amount of the Commitments; provided, however, that combined Revolving Facility Commitments of all Revolving Facility Lenders then in effect. (b) The Commitments relating to each Term Loan Facility shall automatically and permanently expire concurrently with the Borrower shall not terminate or reduce any Commitment if, after giving effect to any concurrent repayment making of the Term Loans thereunder on the Closing Date. (c) Once reduced in accordance with Section 2.07 and Section 2.08this Section, the total Credit Exposure of the Lenders would exceed the sum of total Commitments. Any reduction shall be accompanied by prepayment of the Loans to the extent, if any, that the total Credit Exposure of the Lenders then outstanding exceeds the sum of the total Commitments as then reduced. Any termination of the Commitments shall be accompanied by prepayment in full of the Loans then outstanding and the payment of any unpaid fees then accrued hereunder. Upon receipt of such notice, the Administrative Agent shall promptly notify each Lender thereof. Any partial reduction shall be in an amount of $5,000,000 or a whole multiple thereof and shall reduce permanently the total amount of the Commitments, together with a corresponding reduction in the aggregate amount of each Lender’s applicable Commitment. The Commitments, once terminated or reduced, may not be reinstatedincreased. Each Any reduction of the Commitments in any Facility shall be made ratably among applied to each Lender's Commitment in such Facility according to its Pro Rata Share. All accrued commitment fees in respect of any Facility to, but not including, the Lenders in accordance with their Commitments (except for in connection with the effective date of any reduction or termination of this Agreement as to any Lender pursuant to Section 10.15)Commitments in such Facility shall be paid on the effective date of such reduction or termination.