Common use of Reduction or Termination of Commitments Clause in Contracts

Reduction or Termination of Commitments. (a) The Borrower shall have the right, exercisable by it at any time, and from time to time, upon not less than four (4) Business Days prior written notice to the Agent and without penalty, but subject to the terms of this Section 2.8, to terminate any portion of the Aggregate Commitments under a Credit Facility not being used by the Borrower, provided that any such partial termination shall be in an amount of (i) not less than $10,000,000 and in integral multiples of $1,000,000 if in excess thereof, or (ii) the entire amount of the unused Aggregate Commitments under such Credit Facility, if less than $10,000,000, and any such termination shall proportionately reduce the Commitment of each Lender under such Credit Facility. For greater certainty, the Borrower shall not be entitled to reduce the Aggregate Commitments under a Credit Facility below the then Outstanding Principal Obligations under such Credit Facility or to prepay any outstanding BA Advance or LIBOR Loan prior to the maturity thereof, provided that the Borrower may defease any outstanding BA Advance by paying to the Agent an amount that is sufficient to pay the Face Amount of the BA Instruments issued in respect of such BA Advance on the maturity of such BA Instruments. No such reduction or termination of the Aggregate Commitments under a Credit Facility pursuant to this Section 2.8 may be reinstated. Concurrently with the giving of any such notice, the Borrower shall pay the full amount of all accrued Commitment Fees with respect to the terminated portion of the relevant Credit Facility payable pursuant to Section 3.5 on the date of such termination. (b) To the extent that any portion of the Aggregate Commitments under the Term Tranche have not been drawn by the Borrower by the last day of the Term Availability Period, then such portion of the Aggregate Commitments under the Term Tranche shall be terminated in its entirety on such date and the Borrower shall pay on such date the full amount of all accrued Commitment Fees with respect to the terminated portion of the Term Tranche payable pursuant to Section 3.5 on the date of such termination. (c) On the Termination Date, the Aggregate Commitments under each Credit Facility shall be terminated in their entirety.

Reduction or Termination of Commitments. (a) The Borrower shall have the right, exercisable by it at any time, and from time to timeBorrowers may, upon not less than four (4) five Business Days Days' prior written notice to the Agent and without penaltyAdministrative Agent, but subject terminate the Commitments in any Facility, or permanently reduce the Commitments in any Facility by an aggregate amount equal to the terms Dollar Equivalent of this Section 2.8U.S. $1.0 million or a higher integral multiple of U.S. $1.0 million; unless, to terminate any portion in the case of the Aggregate Commitments under a Credit Revolving Facility, after giving effect thereto and to any prepayments of the Revolving Facility not being used by Loans made on the Borrowereffective date of such termination or reduction, provided that any such partial termination shall be in an the then outstanding principal Dollar Equivalent amount of all Revolving Facility Loans (iincluding the Assumed Swing Line Loan Amount), plus (without duplication) the Effective Amount of all L/C Obligations together would exceed the amount of the combined Revolving Facility Commitments of all Revolving Facility Lenders then in effect. The Borrowers may, upon not less than $10,000,000 five Business Days' prior notice to the Administrative Agent and in integral multiples the Applicable Swing Line Lender, terminate or permanently reduce the Subsidiary Swing Line Borrower Sublimit of $1,000,000 if in excess thereofany of the Subsidiary Swing Line Borrowers or the US Borrower Sublimit; unless, after giving effect thereto and to any prepayment of the Swing Line Loans made on the effective date of such termination or (ii) reduction the entire then outstanding Dollar Equivalent amount of all Swing Line Loans would exceed the amount of the unused Aggregate Commitments under such Credit FacilitySubsidiary Swing Line Borrower Sublimits then in effect, if less than $10,000,000, and any such termination shall proportionately reduce plus the Commitment of each Lender under such Credit Facility. For greater certainty, the US Borrower shall not be entitled to reduce the Aggregate Commitments under a Credit Facility below the Sublimit then Outstanding Principal Obligations under such Credit Facility or to prepay any outstanding BA Advance or LIBOR Loan prior to the maturity thereof, provided that the Borrower may defease any outstanding BA Advance by paying to the Agent an amount that is sufficient to pay the Face Amount of the BA Instruments issued in respect of such BA Advance on the maturity of such BA Instruments. No such reduction or termination of the Aggregate Commitments under a Credit Facility pursuant to this Section 2.8 may be reinstated. Concurrently with the giving of any such notice, the Borrower shall pay the full amount of all accrued Commitment Fees with respect to the terminated portion of the relevant Credit Facility payable pursuant to Section 3.5 on the date of such terminationeffect. (b) To The Commitments relating to each Term Loan Facility shall automatically and permanently expire concurrently with the extent that any portion of the Aggregate Commitments under the Term Tranche have not been drawn by the Borrower by the last day making of the Term Availability Period, then such portion of the Aggregate Commitments under the Term Tranche shall be terminated in its entirety on such date and the Borrower shall pay on such date the full amount of all accrued Commitment Fees with respect to the terminated portion of the Term Tranche payable pursuant to Section 3.5 Loans thereunder on the date of such terminationClosing Date. (c) On the Termination DateOnce reduced in accordance with this Section, the Aggregate Commitments under each Credit may not be increased. Any reduction of the Commitments in any Facility shall be terminated applied to each Lender's Commitment in their entiretysuch Facility according to its Pro Rata Share. All accrued Facility Fees in respect of any Facility to, but not including, the effective date of any reduction or termination of Commitments in such Facility shall be paid on the effective date of such reduction or termination.

Reduction or Termination of Commitments. (a) The Upon Requisite Notice to Administrative Agent not later than the Requisite Time therefor, Borrower shall have the right, exercisable by it may at any time, time and from time to time, upon without premium or penalty, (i) permanently and irrevocably reduce the Commitments in a Minimum Amount therefor to an amount not less than four (4) Business Days prior written notice to the Agent and without penalty, but subject to the terms of this Section 2.8, to terminate any portion of the Aggregate Commitments under a Credit Facility not being used by the Borrower, provided that any Outstanding Obligations at such partial termination shall be in an amount of (i) not less than $10,000,000 and in integral multiples of $1,000,000 if in excess thereof, time or (ii) terminate the entire Commitments. (b) Concurrently with the receipt by Borrower or any Subsidiary of any Net Issuance Proceeds or Net Debt Proceeds, the Commitments shall be permanently and irrevocably reduced by an amount of the unused Aggregate Commitments under such Credit Facility(rounded up, if less than necessary, to an integral multiple of $10,000,000100,000) equal to the Lender Percentage of 40% of all such Net Issuance Proceeds and Net Debt Proceeds received since March 28, and any such termination shall proportionately reduce 2002 minus the Commitment of each Lender under such Credit Facility. For greater certainty, the Borrower shall not be entitled aggregate amount previously applied to reduce the Aggregate Commitments under a Credit Facility below pursuant to this Section 2.06(b). (c) At the then Outstanding Principal Obligations under such Credit Facility time that any prepayment of the Senior Notes is (or would be) required to prepay be made pursuant to Section 10.7 of the Senior Note Agreement dated as of December 1, 1999 or Section 5.17 of the Senior Note Agreement dated as of October 15, 1992 (in each case without giving effect to any outstanding BA Advance modification or LIBOR Loan prior amendment after the date hereof to, or waiver under, or termination of, the applicable Senior Note Agreement), the Commitments shall be permanently and irrevocably reduced by an amount equal to the maturity thereof, provided that the Borrower may defease any outstanding BA Advance by paying to the Agent an amount that is sufficient to pay the Face Amount Lender Percentage of the BA Instruments issued in respect total amount of net disposition proceeds from the asset sale which gave rise to such BA Advance on the maturity of such BA Instruments. No such prepayment. (d) Any reduction or termination of the Aggregate Commitments under a Credit Facility pursuant to this Section 2.8 may clause (a), (b) or (c) above shall be reinstated. Concurrently with the giving of any such notice, the Borrower shall pay the full amount accompanied by payment of all accrued Commitment Fees and unpaid commitment fees with respect to the terminated portion of the relevant Credit Facility payable pursuant to Section 3.5 on the date Commitments being reduced or terminated. Administrative Agent shall promptly notify Lenders of such termination. (b) To the extent that any portion request for voluntary reduction or termination of the Aggregate Commitments under Commitments. Each Lender's Commitment shall be reduced by an amount equal to such Lender's Pro Rata Share times the Term Tranche have not been drawn by the Borrower by the last day amount of any reduction of the Term Availability Period, then such portion of the Aggregate Commitments under the Term Tranche shall be terminated in its entirety on such date and the Borrower shall pay on such date the full amount of all accrued Commitment Fees with respect to the terminated portion of the Term Tranche payable pursuant to Section 3.5 on the date of such terminationCommitments. (c) On the Termination Date, the Aggregate Commitments under each Credit Facility shall be terminated in their entirety.

Reduction or Termination of Commitments. Unless previously terminated, (ai) The Borrower the Term Loan Commitments shall have the rightterminate at 5:00 p.m., exercisable by it at any Chicago time, on the Effective Date and (ii) all of the other Commitments shall terminate on the Maturity Date. Borrower may, upon notice to Agent, terminate the Aggregate Revolving Commitments, or from time to time, upon not less than four time permanently reduce the Aggregate Revolving Commitments; provided that (4i) any such notice shall be received by Agent at least three Business Days prior written 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) Borrower shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments and (iv) if, after giving effect to any reduction of the Aggregate Revolving Commitments, the Alternative Currency Sublimit, the 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. 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 2.06 shall be permanent. Each notice delivered by Borrower pursuant to this Section 2.06 shall be irrevocable; provided that a notice of termination of the Aggregate Revolving Commitments delivered by Borrower 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 Borrower (by notice to the Agent and without penalty, but subject on or prior to the terms specified effective date) if such condition is not satisfied. The amount of this Section 2.8, any such Aggregate Revolving Commitment reduction shall not be applied to terminate any portion the Alternative Currency Sublimit or the Letter of Credit Sublimit unless otherwise specified by Borrower. Any reduction of the Aggregate Revolving Commitments under a Credit Facility not being used by the Borrower, provided that any such partial termination shall be in an amount of (i) not less than $10,000,000 and in integral multiples of $1,000,000 if in excess thereof, or (ii) applied to the entire amount of the unused Aggregate Commitments under such Credit Facility, if less than $10,000,000, and any such termination shall proportionately reduce the Revolving Commitment of each Revolving Lender under such Credit Facilityaccording to its Pro Rata Share. For greater certainty, All commitment fees accrued until the Borrower shall not be entitled to reduce the Aggregate Commitments under a Credit Facility below the then Outstanding Principal Obligations under such Credit Facility or to prepay effective date of any outstanding BA Advance or LIBOR Loan prior to the maturity thereof, provided that the Borrower may defease any outstanding BA Advance by paying to the Agent an amount that is sufficient to pay the Face Amount of the BA Instruments issued in respect of such BA Advance on the maturity of such BA Instruments. No such reduction or termination of the Aggregate Revolving Commitments under a Credit Facility pursuant to this Section 2.8 may shall be reinstated. Concurrently with the giving of any such notice, the Borrower shall pay the full amount of all accrued Commitment Fees with respect to the terminated portion of the relevant Credit Facility payable pursuant to Section 3.5 paid on the effective date of such termination. (b) To the extent that any portion of the Aggregate Commitments under the Term Tranche have not been drawn by the Borrower by the last day of the Term Availability Period, then such portion of the Aggregate Commitments under the Term Tranche shall be terminated in its entirety on such date and the Borrower shall pay on such date the full amount of all accrued Commitment Fees with respect to the terminated portion of the Term Tranche payable pursuant to Section 3.5 on the date of such termination. (c) On the Termination Date, the Aggregate Commitments under each Credit Facility shall be terminated in their entirety.

Reduction or Termination of Commitments. (ai) The Borrower shall have the right, exercisable by it upon at any time, and from time to time, upon not less than four (4) least three Business Days Days’ prior written notice to the Agent and without penaltyAdministrative Agent, but subject at any time to terminate the Commitments or from time to time to permanently reduce the Commitments, provided that (A) the Total Commitment Amount shall not be reduced below an amount equal to the terms of this Section 2.8, to terminate any portion sum of the Aggregate aggregate principal balance of the Loans plus the Letter of Credit Exposure plus the aggregate principal amount of all Swing Loans (in each case after giving effect to any contemporaneous prepayment of the Loans) then outstanding thereunder, and (B) any such reduction of the Commitments under shall be in the minimum amount of $5,000,000 or such amount plus a Credit Facility not being used by whole multiple of $100,000 in excess thereof. In the event that the Total Commitment Amount is reduced below the Swing Loan Commitment, the Swing Loan Commitment shall be reduced to an amount equal to the Total Commitment Amount, as reduced. Upon receipt of each such notice of termination or permanent reduction of Commitments from the Borrower, provided that any such partial termination the Administrative Agent shall be in an amount promptly notify each Lender of (i) not less than $10,000,000 and in integral multiples of $1,000,000 if in excess the contents thereof, or . (ii) In addition to the entire amount of the unused Aggregate Commitments under such Credit Facility, if less than $10,000,000, and any such termination shall proportionately reduce the Commitment of each Lender under such Credit Facility. For greater certaintyforegoing, the Borrower shall not be entitled from time to time to permanently reduce the Aggregate Commitments under a Credit Facility to the extent required by and otherwise in accordance with the terms of Sections 2.7(b) and 8.15(c) hereof. In the event that the Total Commitment Amount is reduced below the then Outstanding Principal Obligations under such Credit Facility or Swing Loan Commitment, the Swing Loan Commitment shall be reduced to prepay any outstanding BA Advance or LIBOR Loan prior an amount equal to the maturity thereofTotal Commitment Amount, provided that as reduced. (iii) Reductions of the Borrower may defease any outstanding BA Advance by paying Commitments shall be applied pro rata according to the Agent an amount that is sufficient to pay Commitments of each Lender, as the Face Amount of the BA Instruments issued in respect of such BA Advance on the maturity of such BA Instrumentscase may be. No such Simultaneously with each reduction or termination of the Aggregate Commitments under this Section, the Borrower shall prepay the Loans outstanding thereunder by the amount, if any, by which the aggregate unpaid principal balance of such Loans plus the Letter of Credit Exposure exceeds the amount of the Commitments, as so reduced. Simultaneously with a Credit Facility pursuant to termination of the Commitments under this Section 2.8 may be reinstated. Concurrently with the giving of any such noticeSection, the Borrower shall pay the full amount of all Facility Fee accrued Commitment Fees (but not yet paid) with respect to the terminated portion of the relevant Credit Facility payable pursuant Commitment being terminated at such time. If any prepayment is made under this Section with respect to Section 3.5 on the date of such termination. (b) To the extent that any portion of the Aggregate Commitments under the Term Tranche have not been drawn by the Borrower by LIBOR Loans, in whole or in part, prior to the last day of the Term Availability applicable Interest Period, then such portion the Borrower agrees to indemnify the Lenders in accordance with Section 2.14. No reduction or termination of the Aggregate Commitments under the Term Tranche shall may be terminated in its entirety on such date and the Borrower shall pay on such date the full amount of all accrued Commitment Fees with respect to the terminated portion of the Term Tranche payable pursuant to Section 3.5 on the date of such terminationreinstated. (c) On the Termination Date, the Aggregate Commitments under each Credit Facility shall be terminated in their entirety.

Reduction or Termination of Commitments. (a) The Borrower shall have the right, exercisable by it at any time, and from time to time, upon not less than four (4) Business Days prior written notice to the Agent and without penalty, but subject to the terms of this Section 2.8, to terminate any portion of the Aggregate Commitments under a Credit Facility not being used by the BorrowerBorrower or to prepay any outstanding Advances, upon not less than five Business Days prior written notice to the Agent in the case of such a termination, without notice in the case of a prepayment of the NBC Facility or upon not less than three Business Days’ prior written notice to the Agent in the case of any other prepayment (or such shorter period as the Agent may accept in its discretion) and, in each case, without penalty, but provided that any such partial termination or prepayment shall be in an amount of (i) not less than $10,000,000 and in integral multiples of $1,000,000 if in excess thereof, or (ii) the entire amount of the unused Aggregate Commitments under such Credit Facility, if less than $10,000,000, and any such termination or repayment shall proportionately reduce the Commitment of each Lender under such Credit Facility. For greater certainty, the Borrower shall not be entitled to reduce the Aggregate Commitments under a Credit Facility below the then Outstanding Principal Obligations under such Credit Facility or to prepay any outstanding BA Advance or LIBOR Loan prior to the maturity thereofthereof subject, in the case of a LIBOR Loan, to pay customary breakage costs, provided that the Borrower may defease any outstanding BA Advance by paying to the Agent an amount that is sufficient to pay the Face Amount of the BA Instruments issued in respect of such BA Advance on the maturity of such BA Instruments. No such reduction reduction, termination or termination prepayment of the Aggregate Commitments under a Credit Facility pursuant to this Section 2.8 may be reinstatedreinstated provided that, in the case of the Revolving Facility and the NBC Facility, unless otherwise specified by the Borrower at the time of any prepayment, the amount thereof shall continue to be available hereunder to the Borrower subject always to the terms and conditions hereof. Concurrently with the giving of any such notice, where applicable the Borrower shall pay the full amount of all accrued Commitment Standby Fees with respect to the terminated portion of the relevant Credit Facility payable pursuant to Section 3.5 3.6 on the date of such termination. (b) To the extent that any portion of the Aggregate Commitments under the Term Tranche have not been drawn by the Borrower by the last day of the Term Availability Period, then such portion of the Aggregate Commitments under the Term Tranche shall be terminated in its entirety on such date and the Borrower shall pay on such date the full amount of all accrued Commitment Fees with respect to the terminated portion of the Term Tranche payable pursuant to Section 3.5 on the date of such termination.[INTENTIONALLY DELETED] (c) Where the Total Leverage Ratio is greater than 3.0:1.0 and where the Borrower or any Subsidiary is incurring any additional Debt permitted by paragraph (j) of the definition of Permitted Debt (and, for certainty, excluding a Permitted Refinancing of Debt), the Borrower shall as soon as reasonably practicable thereafter (and, in any event, within five (5) Business Days) apply the Net Proceeds of such Debt to repay the Term Facility and the Term Facility Commitment shall automatically reduce by the amount of such repayment. Notwithstanding the foregoing, any such repayment from Net Proceeds of a Debt incurrence shall be limited to that amount which would, after giving effect to the repayment of Debt, result in the Total Leverage Ratio not being greater than 3.0:1.0. (d) On the Termination Maturity Date, the Aggregate Commitments under each the Credit Facility Facilities shall be terminated in their entiretyentirety and all Advances outstanding immediately prior to such Maturity Date shall be repaid or otherwise satisfied in full, whereupon the Credit Facilities shall be matured and at an end.

Reduction or Termination of Commitments. (a) The Upon Requisite Notice to Administrative Agent not later than the Requisite Time therefor, Borrower shall have the right, exercisable by it may at any time, time and from time to time, upon not less than four without premium or penalty, permanently and irrevocably reduce or terminate any of the Commitments. Any such Requisite Notice may state that such Requisite Notice is conditioned on the effectiveness of other credit facilities or other financing transactions, in which case such Requisite Notice may be revoked by Borrower (4) Business Days prior by written notice to the Administrative Agent and without penalty, but subject on or prior to the terms specified effective time) if such condition is not satisfied. Any such reduction or termination shall be accompanied by payment of this Section 2.8, all accrued and unpaid commitment fees with respect to terminate any the portion of the Aggregate Commitments under a Credit Facility not being used by the Borrower, provided that reduced or terminated. Administrative Agent shall promptly notify Lenders of any such partial termination shall be in an amount of (i) not less than $10,000,000 and in integral multiples of $1,000,000 if in excess thereof, or (ii) the entire amount of the unused Aggregate Commitments under such Credit Facility, if less than $10,000,000, and any such termination shall proportionately reduce the Commitment of each Lender under such Credit Facility. For greater certainty, the Borrower shall not be entitled to reduce the Aggregate Commitments under a Credit Facility below the then Outstanding Principal Obligations under such Credit Facility or to prepay any outstanding BA Advance or LIBOR Loan prior to the maturity thereof, provided that the Borrower may defease any outstanding BA Advance by paying to the Agent an amount that is sufficient to pay the Face Amount of the BA Instruments issued in respect of such BA Advance on the maturity of such BA Instruments. No such request for reduction or termination of the Aggregate Commitments under a Credit Facility pursuant to this Section 2.8 may Commitments. Each Lender’s Commitment shall be reinstated. Concurrently with reduced pro rata by the giving of any such notice, the Borrower shall pay the full amount of all accrued Commitment Fees with respect to the terminated portion of the relevant Credit Facility payable pursuant to Section 3.5 on the date of such terminationreduction. (b) To Subject to Section 2.05(c) below, the extent Commitments then outstanding shall be automatically and permanently reduced in an amount equal to (i) 100% of the Net Cash Proceeds actually received by Borrower in connection with any Equity Issuance, (ii) 100% of the Net Cash Proceeds actually received by Borrower or any of its Domestic Restricted Subsidiaries in connection with any Debt Issuance or (iii) 100% of the Net Cash Proceeds actually received by Borrower or any of its Domestic Restricted Subsidiaries in connection with any Asset Sale; provided that if Borrower or any of its Domestic Restricted Subsidiaries receives proceeds that would otherwise constitute Net Cash Proceeds from an Asset Sale, Borrower or such Domestic Restricted Subsidiary may reinvest any portion of such proceeds in the Aggregate Commitments under the Term Tranche have not been drawn by the business of Borrower by the last day or any of the Term Availability Periodits Subsidiaries and, then in such portion of the Aggregate Commitments under the Term Tranche case, such proceeds shall be terminated in its entirety on such date and the Borrower shall pay on such date the full amount of all accrued Commitment Fees with respect only constitute Net Cash Proceeds to the terminated portion of extent not so reinvested (or committed to be reinvested) within the Term Tranche payable pursuant to Section 3.5 on the date 180-day period following receipt of such terminationproceeds. (c) On Any Net Cash Proceeds contemplated to be applied to reduce the Commitments pursuant to Section 2.05(b) above shall first be applied to prepay the outstanding Loans, if any, pursuant to Section 2.06(b) until the amount of Loans outstanding is $0, and any remaining amounts shall be applied to reduce the Commitments pursuant to Section 2.05(b). (d) Unless previously terminated, the Commitments shall permanently terminate in full at 11:59 p.m. (New York City time) on the earlier of (i) the Maturity Date and (ii) the Certain Funds Termination Date (after giving effect to any Borrowings made or to be made on the Certain Funds Termination Date, the Aggregate Commitments under each Credit Facility shall be terminated in their entirety).

Reduction or Termination of Commitments. (a) The Borrower shall have the right, exercisable by it at any time, and from time to timeBorrowers may, upon not less than four (4) five Business Days Days' prior written notice to the Administrative Agent and without penalty, but subject to the terms of this Section 2.8, to terminate any portion of the Aggregate Commitments under a Credit Facility not being used by the Borrower, provided that any such partial termination shall be in an amount of or permanently reduce: (i) not less than $10,000,000 and the Commitments in integral multiples any Facility by an aggregate amount equal to the Dollar Equivalent of U.S. $1,000,000 if or a higher integral multiple of U.S. $1,000,000; unless, in excess thereofthe case of the Revolving Facility, after giving effect thereto and to any prepayments of the Revolving Loans and BA Rate Loans made on the effective date of such termination or reduction, (A) the Aggregate Outstanding Revolving Credit would exceed the aggregate Revolving Commitments then in effect, (B) the Aggregate Offshore Currency Outstanding would exceed the Offshore Currency Sublimit then in effect, (C) the Aggregate Foreign Borrower Credit would exceed the Foreign Borrower Sublimit then in effect, or (D) the then outstanding amount of all Qualified Offshore Loans (funded pursuant to any Commitment to be reduced) would exceed the applicable Qualified Offshore Commitment then in effect; (ii) the entire Swing Line Commitment; unless, after giving effect thereto and to any 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 unused Available Swing Line Credit then in effect; or (iii) the Offshore Currency Sublimit unless after giving effect thereto and to any repayment or prepayment of the Aggregate Commitments under such Credit Facility, if less than $10,000,000, and any Offshore Currency Outstanding made on the effective date of such termination shall proportionately reduce the Commitment of each Lender under such Credit Facility. For greater certaintyor reduction, the Borrower shall not be entitled to reduce Aggregate Offshore Currency Outstanding would exceed the Aggregate Commitments under a Credit Facility below the then Outstanding Principal Obligations under such Credit Facility or to prepay any outstanding BA Advance or LIBOR Loan prior to the maturity thereof, provided that the Borrower may defease any outstanding BA Advance by paying to the Agent an amount that is sufficient to pay the Face Amount of the BA Instruments issued in respect of such BA Advance on the maturity of such BA Instruments. No such Offshore Currency Sublimit. (b) Any reduction or termination of the Aggregate Commitments under a Credit Facility pursuant to this Section 2.8 may be reinstated. Concurrently with Revolving Commitment will also reduce each of the giving of any such noticeSwing Line Commitments, the Borrower shall pay the full amount of all accrued Offshore Currency Sublimit, and each Qualified Offshore Commitment Fees with respect to the terminated portion of the relevant Credit Facility payable pursuant to Section 3.5 on the date of such termination. (b) To the extent that any portion of the Aggregate Commitments under the Term Tranche have not been drawn by the Borrower by same percentage that the last day of the Term Availability Period, then such portion of the Aggregate Revolving Commitments under the Term Tranche shall be terminated in its entirety on such date and the Borrower shall pay on such date the full amount of all accrued Commitment Fees with respect to the terminated portion of the Term Tranche payable pursuant to Section 3.5 on the date of such terminationwere reduced. (c) On The aggregate amount of the Termination Revolving Commitments shall be automatically and permanently terminated on the Revolving Loan Maturity Date. (d) Once reduced in accordance with this Section, no Commitment or Offshore Currency Sublimit may be increased or reinstated. All reductions in the Commitments and any sublimits will reduce each Lender's Commitments in accordance with such Lenders Pro Rata Share thereof. All accrued Commitment Fees and accrued but unpaid interest in respect of any Facility to, but not including, the Aggregate effective date of any reduction or termination of Commitments under each Credit in such Facility shall be terminated in their entiretypaid on the effective date of such reduction or termination.

Reduction or Termination of Commitments. (a) Unless previously terminated, the Commitments shall terminate on the Revolving Commitment Termination Date. The Borrower shall have the right, exercisable by it at any timeupon not less than two (2) Business Days’ notice to the Administrative Agent, and 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 2.06 and Section 2.07 the total Revolving Credit Exposures would exceed the total Commitments. Any reduction shall be accompanied by prepayment of the Loans to the extent, if any, that the total Revolving Credit Exposures then outstanding exceeds 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 hereunder and other amounts then due and payable hereunder to or for the accounts of Lenders, including, without limitation, such amounts required pursuant to Section 2.16). Each notice delivered by the Borrower pursuant to this Section 2.05 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 not less than four the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (4) Business Days prior written by notice to the Administrative Agent and without penalty, but subject on or prior to the terms specified effective date) if such condition is not satisfied. Upon receipt of this Section 2.8such notice, to terminate any portion of the Aggregate Commitments under a Credit Facility not being used by the Borrower, provided that any such Administrative Agent shall promptly notify each Lender thereof. Any partial termination reduction shall be in an aggregate amount that is an integral multiple of (i) $1,000,000 and not less than $10,000,000 5,000,000 and in integral multiples of $1,000,000 if in excess thereof, or (ii) shall reduce permanently the entire total amount of the unused Aggregate Commitments under such Credit FacilityCommitments, if less than $10,000,000, and any such termination shall proportionately reduce together with a corresponding reduction in the Commitment aggregate amount of each Lender under such Credit FacilityLender’s applicable Commitment. For greater certainty, the Borrower shall The Commitments once terminated or reduced may not be entitled to reduce the Aggregate Commitments under a Credit Facility below the then Outstanding Principal Obligations under such Credit Facility or to prepay any outstanding BA Advance or LIBOR Loan prior to the maturity thereof, provided that the Borrower may defease any outstanding BA Advance by paying to the Agent an amount that is sufficient to pay the Face Amount of the BA Instruments issued in respect of such BA Advance on the maturity of such BA Instruments. No such reduction or termination of the Aggregate Commitments under a Credit Facility pursuant to this Section 2.8 may be reinstated. Concurrently with the giving of any such notice, the Borrower shall pay the full amount of all accrued Commitment Fees with respect to the terminated portion Each reduction of the relevant Credit Facility payable pursuant to Section 3.5 on the date of such termination. (b) To the extent that any portion of the Aggregate Commitments under the Term Tranche have not been drawn by the Borrower by the last day of the Term Availability Period, then such portion of the Aggregate Commitments under the Term Tranche shall be terminated made ratably among the Lenders in its entirety on such date and the Borrower shall pay on such date the full amount of all accrued Commitment Fees accordance with respect to the terminated portion of the Term Tranche payable pursuant to Section 3.5 on the date of such terminationtheir Commitments. (c) On the Termination Date, the Aggregate Commitments under each Credit Facility shall be terminated in their entirety.

Reduction or Termination of Commitments. (a) The Upon Requisite Notice to the Administrative Agent not later than the Requisite Time therefor, the Borrower shall have the right, exercisable by it may at any time, time and from time to time, upon without premium or penalty, permanently and irrevocably reduce the Revolving Commitments, in a Minimum Amount therefor to an amount not less than four (4) Business Days prior written notice the sum of the Outstanding Revolving Obligations at such time plus the aggregate principal amount of outstanding Competitive Loans at any time, or terminate the Revolving Commitments. Any such reduction or termination after the Effective Date shall be accompanied by payment of all accrued and unpaid commitment fees with respect to the Agent and without penalty, but subject to the terms of this Section 2.8, to terminate any portion of the Aggregate Revolving Commitments under a Credit Facility not being used by reduced or terminated. The Administrative Agent shall promptly notify the Borrower, provided that Revolving Lenders of any such partial termination shall be in an amount of (i) not less than $10,000,000 and in integral multiples of $1,000,000 if in excess thereof, or (ii) the entire amount of the unused Aggregate Commitments under such Credit Facility, if less than $10,000,000, and any such termination shall proportionately reduce the Commitment of each Lender under such Credit Facility. For greater certainty, the Borrower shall not be entitled to reduce the Aggregate Commitments under a Credit Facility below the then Outstanding Principal Obligations under such Credit Facility or to prepay any outstanding BA Advance or LIBOR Loan prior to the maturity thereof, provided that the Borrower may defease any outstanding BA Advance by paying to the Agent an amount that is sufficient to pay the Face Amount of the BA Instruments issued in respect of such BA Advance on the maturity of such BA Instruments. No such request for reduction or termination of the Aggregate Commitments under a Credit Facility pursuant to this Section 2.8 may Revolving Commitments. Each Revolving Lender’s Revolving Commitment shall be reinstated. Concurrently with reduced pro rata by the giving of any such notice, the Borrower shall pay the full amount of all accrued Commitment Fees with respect to the terminated portion of the relevant Credit Facility payable pursuant to Section 3.5 on the date of such terminationreduction. (b) To Upon Requisite Notice to the extent that Administrative Agent not later than the Requisite Time therefor, the Borrower may at any portion of the Aggregate Commitments under time and from time to time, without premium or penalty, permanently and irrevocably reduce the Term Tranche have not been drawn by Commitments in a Minimum Amount therefor or terminate the Borrower by Term Commitments. The Administrative Agent shall promptly notify the last day Term Lenders of any such request for reduction or termination of the Term Availability Period, then such portion of the Aggregate Commitments under the Commitments. Each Term Tranche Lender’s Term Commitment shall be terminated in its entirety on such date and reduced pro rata by the Borrower shall pay on such date the full amount of all accrued Commitment Fees with respect to the terminated portion of the Term Tranche payable pursuant to Section 3.5 on the date of such terminationreduction. (c) On If the Termination DateEffective Date has not occurred, the Aggregate Commitments under each Credit Facility shall be automatically terminated upon the earlier to occur of (i) the termination of the Master Agreement by the parties thereto and (ii) December 3, 2010 (or such later date as the “End Date” under the Master Agreement may be extended pursuant to Section 10.01(d) thereof, but in their entiretyany event no later than June 3, 2011) unless, in the case of this clause (ii), each Lender shall, in its sole discretion, agree to an extension. Upon the termination of the Commitments pursuant to this Section 2.08(c), all accrued and unpaid ticking fees payable under Section 2.16(a) shall become immediately due and payable.