Common use of Termination and Reduction of Commitments Clause in Contracts

Termination and Reduction of Commitments. (a) The Non-Extended Revolving Credit Commitments shall automatically terminate on the Non-Extended Revolving Credit Maturity Date. The Extended Revolving Credit Commitments (other than Incremental Revolving Credit Commitments, which shall automatically terminate as provided in the relevant Incremental Assumption Agreement) and the Swingline Commitment shall automatically terminate on the Extended Revolving Credit Maturity Date. The L/C Commitment shall automatically terminate on the earlier to occur of (i) the termination of the Extended Revolving Credit Commitments and (ii) the date that is 30 days prior to the Extended Revolving Credit Maturity Date. (b) Upon at least three Business Days’ prior irrevocable written or fax notice (or telephonic notice promptly confirmed by written notice) to the Agent, the Borrower may, without premium or penalty, at any time in whole permanently terminate, or from time to time in part permanently reduce, the Term Loan Commitments or the Revolving Credit Commitments, in each case, of any Class (it being agreed that for purposes of this clause (b), the Initial Tranche F Term Loan Commitments (as defined in Amendment No. 1) and the Delayed Draw Term F Term Loan Commitments (as defined in Amendment No. 1) shall constitute separate Classes; provided, however, that (i) each partial reduction of the Term Loan Commitments or the Revolving Credit Commitments of any Class shall be in an integral multiple of $1,000,000 and in a minimum amount of $1,000,000, (ii) the Total Dollar Revolving Credit Commitment shall not be reduced to an amount that is less than the Aggregate Dollar Revolving Credit Exposure at the time, (iii) the Total Multicurrency Revolving Credit Commitment shall not be reduced to an amount that is less than the Aggregate Multicurrency Revolving Credit Exposure at the time, and (iv) the Borrower may condition a notice of termination of all of the Commitments upon the effectiveness of a replacement financing (or other transaction); provided further that (x) until the Non-Extended Dollar Revolving Credit Commitments shall have been terminated in full or expired, any reduction in the Dollar Revolving Credit Commitments shall be made ratably between the Non-Extended Dollar Revolving Credit Commitments and the Extended Dollar Revolving Credit Commitments and (y) until the Non-Extended Multicurrency Revolving Credit Commitments shall have been terminated in full or expired, any reduction in the Multicurrency Revolving Credit Commitments shall be made ratably between the Non-Extended Multicurrency Revolving Credit Commitments and the Extended Multicurrency Revolving Credit Commitments; provided, however, that prior to the Non-Extended Revolving Credit Maturity Date, the Borrower may terminate in full (but not in part) the Non-Extended Dollar Revolving Credit Commitments without any concurrent termination of the Extended Dollar Revolving Credit Commitments and the Borrower may terminate in full (but not in part) the Non-Extended Multicurrency Revolving Credit Commitments without any concurrent termination of the Extended Multicurrency Revolving Credit Commitments. (c) Each reduction in the Term Loan Commitments or the Revolving Credit Commitments of any Class hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments. The Borrower shall pay to the Agent for the account of the applicable Lenders, on the date of termination or reduction of the Commitments of any Class, all accrued and unpaid Commitment Fees relating to such Class to but excluding the date of such termination or reduction.

Termination and Reduction of Commitments. (a) The Non-Extended Revolving Credit Unless previously terminated, the Commitments shall automatically terminate on the Non-Extended Revolving Credit Maturity Date. The Extended Revolving Credit Commitments (other than Incremental Revolving Credit Commitments, which shall automatically terminate as provided in the relevant Incremental Assumption Agreement) and the Swingline Commitment shall automatically terminate on the Extended Revolving Credit Maturity Date. The L/C Commitment shall automatically terminate on the earlier to occur of (i) the termination of the Extended Revolving Credit Commitments and (ii) the date that is 30 days prior to the Extended Revolving Credit Maturity Termination Date. (b) Upon at least three Business Days’ prior irrevocable written or fax notice (or telephonic notice promptly confirmed by written notice) to the Agent, the The Borrower may, without premium or penalty, may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Term Loan Commitments or the Revolving Credit Commitments, in each case, of any Class (it being agreed that for purposes of this clause (b), the Initial Tranche F Term Loan Commitments (as defined in Amendment No. 1) and the Delayed Draw Term F Term Loan Commitments (as defined in Amendment No. 1) shall constitute separate Classes; provided, however, provided that (i) each partial reduction of the Term Loan Commitments or the Revolving Credit Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 25,000,000 and in a minimum amount of not less than $1,000,000, 25,000,000 and (ii) the Total Dollar Revolving Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.10, the sum of the Credit Exposures plus the aggregate principal amount of outstanding Competitive Loans would exceed the total Commitments. The Borrower may at any time terminate, or from time to time reduce, the Swingline Commitments of one or more Swingline Lenders without any reduction or termination of the Commitments; provided that (i) each reduction of any Swingline Commitment shall not be reduced to in an amount that is an integral multiple of $25,000,000 and not less than the Aggregate Dollar Revolving Credit Exposure at the time, (iii) the Total Multicurrency Revolving Credit Commitment shall not be reduced to an amount that is less than the Aggregate Multicurrency Revolving Credit Exposure at the time, $25,000,000 and (ivii) the Borrower may condition shall not terminate or reduce the Swingline Commitment of any Swingline Lender if, after giving effect to such termination or reduction, the sum of the outstanding Swingline Loans of such Swingline Lender would exceed its Swingline Commitment. (c) The Borrower shall notify the Managing Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Managing Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of all of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of a replacement financing other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Managing Administrative Agent on or other transaction); provided further that (xprior to the specified effective date) until if such condition is not satisfied. Any termination or reduction of the Non-Extended Dollar Revolving Credit Commitments shall have been terminated in full or expired, any reduction in the Dollar Revolving Credit Commitments shall be made ratably between the Non-Extended Dollar Revolving Credit Commitments and the Extended Dollar Revolving Credit Commitments and (y) until the Non-Extended Multicurrency Revolving Credit Commitments shall have been terminated in full or expired, any permanent. Each reduction in the Multicurrency Revolving Credit Commitments shall be made ratably between the Non-Extended Multicurrency Revolving Credit Commitments and the Extended Multicurrency Revolving Credit Commitments; provided, however, that prior to the Non-Extended Revolving Credit Maturity Date, the Borrower may terminate in full (but not in part) the Non-Extended Dollar Revolving Credit Commitments without any concurrent termination of the Extended Dollar Revolving Credit Commitments and the Borrower may terminate in full (but not in part) the Non-Extended Multicurrency Revolving Credit Commitments without any concurrent termination of the Extended Multicurrency Revolving Credit Commitments. (c) Each reduction in the Term Loan Commitments or the Revolving Credit Commitments of any Class hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments. The Borrower shall pay . (d) Upon the occurrence of a Change of Control with respect to CFC, the Managing Administrative Agent, at the request of the Required Lenders, may, by notice to the Agent Borrower, terminate the Commitments, such termination to be effective as of the date set forth in such notice for the account of the applicable Lenders, on the date of termination or reduction of the Commitments of any Class, all accrued and unpaid Commitment Fees relating to such Class to but excluding in no event earlier than one Business Day following the date of such termination or reductionnotice was delivered to the Borrower.

Termination and Reduction of Commitments. (a) The Non-Extended Revolving Credit Unless previously terminated, the Aggregate Commitments shall automatically terminate on the Non-Extended Revolving Credit Maturity Date. The Extended Revolving Credit Commitments (other than Incremental Revolving Credit Commitments, which shall automatically terminate as provided in the relevant Incremental Assumption Agreement) and the Swingline Commitment shall automatically terminate on the Extended Revolving Credit Maturity Date. The L/C Commitment shall automatically terminate on the earlier to occur of (i) the termination of the Extended Revolving Credit Commitments and (ii) the date that is 30 days prior to the Extended Revolving Credit Maturity Date. (b) Upon at least three Business Days’ prior irrevocable written or fax notice (or telephonic notice promptly confirmed by written notice) to the Agent, the Borrower may, without premium or penalty, WPZ may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Term Loan Aggregate Commitments or the Revolving Letter of Credit CommitmentsCommitments and NWP and TGPL may at any time terminate, in each case, of any Class (it being agreed that for purposes of this clause (b)or from time to time reduce, the Initial Tranche F Term Loan Commitments (as defined in Amendment No. 1) and the Delayed Draw Term F Term Loan Commitments (as defined in Amendment No. 1) shall constitute separate ClassesBorrower Sublimit applicable to such Borrower; provided, however, provided that (i) each partial reduction of the Term Loan Aggregate Commitments, the Letter of Credit Commitments or the Revolving Credit Commitments of any Class Borrower Sublimit shall be in an amount that is an integral multiple of $1,000,000 and in a minimum amount of not less than $1,000,0005,000,000, (ii) WPZ shall not terminate or reduce the Total Dollar Revolving Aggregate Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.11, the sum of the Credit Exposures would exceed the Aggregate Commitments, (iii) WPZ shall not terminate or reduce the Letter of Credit Commitments if the LC Exposure would exceed the Letter of Credit Commitments, as so reduced, (iv) the amount of the Letter of Credit Commitment of any Issuing Bank shall not be reduced to an amount that which is less than the Aggregate Dollar Revolving aggregate amount of LC Exposure in respect of all Letters of Credit issued or deemed issued by such Issuing Bank; (v) the Borrower Sublimit for any Borrower may not be reduced to an amount which is less than the greatest, for such Borrower, of the sum of (A) the aggregate outstanding principal amount of Loans owed by such Borrower plus (B) the aggregate amount of LC Exposure in respect of Letters of Credit issued at the time, request of such Borrower; and (iiivi) the Total Multicurrency Revolving Credit Commitment Aggregate Commitments shall not be reduced to an amount that which is less than the Aggregate Multicurrency Revolving aggregate amount of the Letter of Credit Exposure Commitments, unless the Letter of Credit Commitments are correspondingly reduced at the same time. When NWP or TGPL ceases to be a Borrower, and (iv) the Borrower may condition Sublimit applicable to such Borrower shall be terminated, such Borrower shall repay all obligations under the Loan Documents owing by it and all Letters of Credit issued at the request of such Borrower shall be terminated or such Borrower shall provide cash collateral to the Agent in an amount equal to the undrawn face amount of such Letters of Credit. (c) The applicable Borrower shall notify the Administrative Agent of any election to terminate or reduce the Aggregate Commitments, the Letter of Credit Commitments or a Borrower Sublimit under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by a Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of all the Aggregate Commitments or the Letter of the Credit Commitments delivered by any Borrower may state that such notice is conditioned upon the effectiveness of a replacement financing other credit facilities or another event, in which case such notice may be revoked by such Borrower (by notice to the Administrative Agent on or other transaction); provided further that (x) until the Non-Extended Dollar Revolving Credit Commitments shall have been terminated in full or expired, any reduction in the Dollar Revolving Credit Commitments shall be made ratably between the Non-Extended Dollar Revolving Credit Commitments and the Extended Dollar Revolving Credit Commitments and (y) until the Non-Extended Multicurrency Revolving Credit Commitments shall have been terminated in full or expired, any reduction in the Multicurrency Revolving Credit Commitments shall be made ratably between the Non-Extended Multicurrency Revolving Credit Commitments and the Extended Multicurrency Revolving Credit Commitments; provided, however, that prior to the Non-Extended Revolving Credit Maturity Datespecified effective date) if such condition is not satisfied. Any termination or reduction of the Aggregate Commitments, the Borrower may terminate in full (but not in part) the Non-Extended Dollar Revolving Letter of Credit Commitments without any concurrent termination or a Borrower Sublimit shall be permanent; provided that nothing in this provision shall affect a Borrower’s ability to increase the Letter of Credit Commitments pursuant to Section 2.01(c)(iii). Each reduction of the Extended Dollar Revolving Credit Aggregate Commitments and the a Borrower may terminate in full (but not in part) the Non-Extended Multicurrency Revolving Credit Commitments without any concurrent termination of the Extended Multicurrency Revolving Credit Commitments. (c) Each reduction in the Term Loan Commitments or the Revolving Credit Commitments of any Class hereunder Sublimit shall be made ratably among the Lenders in accordance with their respective Commitments, except as provided in clause (d) below. Each reduction of the Letter of Credit Commitments being made in conjunction with a reduction of the Aggregate Commitments pursuant to Section 2.09(b)(vi) above shall be made ratably among the Issuing Banks in accordance with their respective Letter of Credit Commitments. (d) WPZ may terminate the unused amount of the Commitment and Letter of Credit Commitment of a Defaulting Lender upon one Business Day’s prior notice to the Administrative Agent (which will promptly notify the Lenders thereof), provided that such termination will not be deemed to be a waiver or release of any claim the Borrowers, the Administrative Agent, the Issuing Banks or any Lender may have against such Defaulting Lender. (e) Notwithstanding any other provision of this Section 2.09, if at any time, WPZ ceases to have Control over, and/or ceases to maintain NWP or TGPL as its Subsidiary, then the Borrower Sublimit applicable Commitments. The to such Borrower shall pay automatically terminate, such Borrower shall repay all obligations owing by it under the Loan Documents and all Letters of Credit issued at the request of such Borrower shall be terminated or such Borrower shall provide cash collateral to the Agent in an amount equal to the undrawn face amount of such Letters of Credit or make other arrangements satisfactory to the relevant Issuing Bank(s) with respect to such Letters of Credit, it being understood that the termination of a Borrower Sublimit for the account either NWP or TGPL shall not result in a reduction of the applicable LendersAggregate Commitments. (f) Notwithstanding the foregoing, on all of the date provisions of the Loan Documents which by their terms survive termination or reduction of the Commitments of any Classa Borrower, all accrued including, without limitation, those provisions set forth in Section 9.06, shall survive and unpaid Commitment Fees relating to such Class to not be deemed terminated, but excluding the date of such termination or reductionshall remain in full force and effect.

Termination and Reduction of Commitments. (a) The Non-Extended Revolving Credit Commitments shall automatically terminate on the Non-Extended Revolving Credit Maturity Date. The Extended Revolving Credit Commitments (other than Incremental Revolving Credit Commitments, which shall automatically terminate as provided in the relevant Incremental Assumption Agreement) and the Swingline Commitment shall automatically terminate on the Extended Revolving Credit Maturity Date. The L/C Commitment shall automatically terminate on the earlier to occur of (i) the termination of the Extended Revolving Credit Commitments and (ii) the date that is 30 days prior to the Extended Revolving Credit Maturity Date. (b) Upon at least three Business Days’ prior irrevocable written or fax notice (or telephonic notice promptly confirmed by written notice) to the Agent, the Borrower may, without premium or penalty, may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Term Loan Commitments; provided that unless the Borrower and the Administrative Agent otherwise agree: (i) each reduction of the Commitments shall be in an amount that is an integral multiple of $5,000,000 and not less than $5,000,000; (ii) the Borrower shall not terminate or reduce the Revolving Credit CommitmentsCommitments if, after giving effect to any concurrent prepayment of the Loans in each case, of any Class (it being agreed that for purposes of this clause (b)accordance with Section 2.11, the Initial Tranche F Term Loan sum of the Outstanding Credit would exceed the total Commitments; and (iii) the Borrower shall not terminate or reduce the Commitments (as defined in Amendment Noif, after giving effect to any concurrent termination or reduction of the commitment of the Swingline Lender to make Swingline Loans, such commitment of the Swingline Lender would equal or exceed the total Commitments. 1) and The Borrower may at any time terminate, or from time to time reduce, the Delayed Draw Term F Term Loan Commitments (as defined in Amendment No. 1) shall constitute separate Classescommitment of the Swingline Lender to make Swingline Loans; provided, however, provided that (i) each partial reduction of the Term Loan Commitments or the Revolving Credit Commitments of any Class such commitment shall be in an amount that is an integral multiple of $1,000,000 and in a minimum amount of not less than $1,000,000, 1,000,000 and (ii) the Total Dollar Revolving Credit Commitment Borrower shall not be reduced terminate or reduce such commitment if, after giving effect to an amount that is less than any concurrent prepayment of the Aggregate Dollar Revolving Credit Swingline Loans, the aggregate Swingline Exposure would exceed the such commitment. The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments or the commitment of the Swingline Lender under this Section at least three Business Days prior to the timeeffective date of such termination or reduction, (iii) specifying such election and the Total Multicurrency Revolving Credit Commitment effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall not be reduced to an amount that is less than advise the Aggregate Multicurrency Revolving Credit Exposure at Lenders of the time, and (iv) contents thereof. Each notice delivered by the Borrower may condition pursuant to this Section shall be irrevocable; provided that a notice of termination of all the Commitments and the commitment of the Commitments Swingline Lender delivered by the Borrower may state that such notice is conditioned upon the effectiveness of a replacement financing other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or other transaction); provided further that (xprior to the specified effective date) until if such condition is not satisfied. Any termination or reduction of the Non-Extended Dollar Revolving Credit Commitments shall have been terminated in full or expired, any reduction in the Dollar Revolving Credit Commitments shall be made ratably between the Non-Extended Dollar Revolving Credit Commitments and the Extended Dollar Revolving Credit Commitments and (y) until commitment of the Non-Extended Multicurrency Revolving Credit Commitments shall have been terminated in full or expired, any reduction in the Multicurrency Revolving Credit Commitments Swingline Lender shall be made ratably between the Non-Extended Multicurrency Revolving Credit Commitments and the Extended Multicurrency Revolving Credit Commitments; provided, however, that prior to the Non-Extended Revolving Credit Maturity Date, the Borrower may terminate in full (but not in part) the Non-Extended Dollar Revolving Credit Commitments without any concurrent termination permanent. Each reduction of the Extended Dollar Revolving Credit Commitments and the Borrower may terminate in full (but not in part) the Non-Extended Multicurrency Revolving Credit Commitments without any concurrent termination of the Extended Multicurrency Revolving Credit Commitments. (c) Each reduction in the Term Loan Commitments or the Revolving Credit Commitments of any Class hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments. The Applicable Percentages; provided that if no Loans and no LC Disbursements are at the time outstanding, the Borrower shall pay have the right to allocate the Agent for the account amount of the applicable Lenders, on the date of termination or reduction of the Commitments to one or more Lenders as it shall determine in its discretion. Any termination of any Class, all accrued and unpaid Commitment Fees relating the Commitments (under the terms of this Section or pursuant to such Class Article VI) shall automatically terminate the commitment of the Swingline Lender to but excluding the date of such termination or reductionmake Swingline Loans.

Termination and Reduction of Commitments. (a) The Non-Extended Revolving Credit Commitments shall automatically terminate on the Non-Extended Revolving Credit Maturity Date. The Extended Revolving Credit Commitments (other than Incremental Revolving Credit Commitments, which shall automatically terminate as provided in the relevant Incremental Assumption Agreement) and the Swingline Commitment shall automatically terminate on the Extended Revolving Credit Maturity Date. The L/C Commitment shall automatically terminate on the earlier to occur of (i) the termination of the Extended Revolving Credit Commitments and (ii) the date that is 30 days prior to the Extended Revolving Credit Maturity Date. (b) Upon at least three Business Days’ prior irrevocable written or fax telecopy notice (or telephonic notice promptly confirmed by written notice) to the Administrative Agent, the Borrower may, without premium or penalty, CBS may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Term Loan Commitments or the Revolving Credit Commitments, in each case, of any Class (it being agreed that for purposes of this clause (b), the Initial Tranche F Term Loan Commitments (as defined in Amendment No. 1) and the Delayed Draw Term F Term Loan Commitments (as defined in Amendment No. 1) shall constitute separate Classes; provided, however, that (i) each partial reduction of the Term Loan Commitments or the Revolving Credit Commitments of any Class shall be in an a minimum principal amount of $10,000,000 and in integral multiple multiples of $1,000,000 in excess thereof and in a minimum amount of $1,000,000, (ii) no such termination or reduction shall be made if, after giving effect thereto and to any prepayments of the Total Dollar Revolving Credit Commitment shall not be reduced to an amount that is less than Loans made on the Aggregate Dollar Revolving Credit Exposure at the timeeffective date thereof, (iiix) the Outstanding Revolving Extensions of Credit of any Lender would exceed such Lender’s Commitment then in effect or (y) the Total Multicurrency Revolving Credit Facility Exposure would exceed the Total Commitment then in effect. The Administrative Agent shall not be reduced promptly advise the Lenders of any notice given pursuant to an amount that is less than the Aggregate Multicurrency Revolving Credit Exposure at the timethis Section 2.13(a). (b) Except as otherwise provided in Section 2.21, and (iv) the Borrower may condition a notice of termination of all of the Commitments upon the effectiveness of a replacement financing (or other transaction); provided further that (x) until the Non-Extended Dollar Revolving Credit Commitments shall have been terminated in full or expired, any each reduction in the Dollar Revolving Credit Commitments shall be made ratably between the Non-Extended Dollar Revolving Credit Commitments and the Extended Dollar Revolving Credit Commitments and (y) until the Non-Extended Multicurrency Revolving Credit Commitments shall have been terminated in full or expired, any reduction in the Multicurrency Revolving Credit Commitments shall be made ratably between the Non-Extended Multicurrency Revolving Credit Commitments and the Extended Multicurrency Revolving Credit Commitments; provided, however, that prior to the Non-Extended Revolving Credit Maturity Date, the Borrower may terminate in full (but not in part) the Non-Extended Dollar Revolving Credit Commitments without any concurrent termination of the Extended Dollar Revolving Credit Commitments and the Borrower may terminate in full (but not in part) the Non-Extended Multicurrency Revolving Credit Commitments without any concurrent termination of the Extended Multicurrency Revolving Credit Commitments. (c) Each reduction in the Term Loan Commitments or the Revolving Credit Commitments of any Class hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments. The Borrower shall CBS agrees to pay to the Administrative Agent for the account of the applicable Lenders, on the date of termination or reduction of the Commitments of any ClassCommitments, all accrued and unpaid the Commitment Fees relating to such Class to but excluding on the amount of the Commitments so terminated or reduced accrued through the date of such termination or reduction. (c) Upon a decrease, pursuant to Section 2.13(a) or (b), in the Commitments, CBS may decrease the Total Multi-Currency Sublimit and/or the Multi-Currency Sublimit with respect to any or all Multi-Currencies, in each case in a minimum principal amount of $10,000,000 and in integral multiples of $1,000,000 in excess thereof. No such termination or reduction shall be made if, after giving effect thereto and to any prepayments of the Loans made on the effective date thereof, (i) the Multi-Currency Sublimit with respect to each applicable Multi-Currency would be less than the Multi-Currency Revolving Loans outstanding in such Multi-Currency at such time or (ii) the Total Multi-Currency Sublimit would be less than the outstanding principal amount of Multi-Currency Revolving Loans at such time.

Termination and Reduction of Commitments. (a) The Non-Extended Revolving Credit Commitments Swingline Commitment shall automatically terminate on the Non-Extended Revolving Credit Maturity Swingline Termination Date. The Extended Revolving Commitment of each Lender shall terminate automatically on the Commitment Termination Date of such Lender. The obligation of each Fronting Bank to issue, amend and extend Letters of Credit Commitments (other than Incremental Revolving Credit Commitments, which shall automatically terminate as provided in the relevant Incremental Assumption Agreement) and the Swingline Commitment shall automatically terminate on the Extended Revolving Credit Maturity Date. The L/C Commitment shall automatically terminate on the earlier to occur of (i) the termination of the Extended Revolving Credit Commitments and (ii) the date that is 30 days prior to the Extended Revolving Credit Maturity such Fronting Bank’s Fronting Bank Termination Date. (b) Upon at least three two Business Days’ prior irrevocable written or fax notice (or telephonic notice promptly confirmed by written notice) to the Agent, the Borrower may, without premium or penalty, at any time in whole permanently terminate, or from time to time in part permanently reduce, the Term Loan Commitments or the Revolving Credit Commitments, in each case, of any Class (it being agreed that for purposes of this clause (b), the Initial Tranche F Term Loan Commitments (as defined in Amendment No. 1) and the Delayed Draw Term F Term Loan Commitments (as defined in Amendment No. 1) shall constitute separate Classes; provided, however, that (i) each partial reduction of the Term Loan Commitments or the Revolving Credit Commitments of any Class shall be in an integral multiple of $1,000,000 5,000,000 and in a minimum principal amount of $1,000,000, 10,000,000 and (ii) no such termination or reduction shall be made that would reduce the Total Dollar Revolving Credit Commitment shall not be reduced Commitments to an amount that is less than the Aggregate Dollar Revolving Credit Exposure at the time, (iii1) the Total Multicurrency Revolving Credit Commitment aggregate amount of Outstanding Credits on the date of such termination or reduction (after giving effect to any prepayment made pursuant to Section 2.09) or (2) $50,000,000, unless the result of such termination or reduction referred to in this clause (2) is to reduce the Commitments to $0. The Agent shall not be reduced advise the Lenders of any notice given pursuant to an amount that is less than this subsection (b) and of each Lender’s portion of any such termination or reduction of the Aggregate Multicurrency Revolving Credit Exposure at the time, and (iv) Commitments. Each notice delivered by the Borrower may condition pursuant to this Section shall be irrevocable; provided that, without limiting Section 8.05(b), a notice of termination of all of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of a replacement financing other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Agent on or other transaction); provided further that (x) until the Non-Extended Dollar Revolving Credit Commitments shall have been terminated in full or expired, any reduction in the Dollar Revolving Credit Commitments shall be made ratably between the Non-Extended Dollar Revolving Credit Commitments and the Extended Dollar Revolving Credit Commitments and (y) until the Non-Extended Multicurrency Revolving Credit Commitments shall have been terminated in full or expired, any reduction in the Multicurrency Revolving Credit Commitments shall be made ratably between the Non-Extended Multicurrency Revolving Credit Commitments and the Extended Multicurrency Revolving Credit Commitments; provided, however, that prior to the Non-Extended Revolving Credit Maturity Date, the Borrower may terminate in full (but specified effective date) if such condition is not in part) the Non-Extended Dollar Revolving Credit Commitments without any concurrent termination of the Extended Dollar Revolving Credit Commitments and the Borrower may terminate in full (but not in part) the Non-Extended Multicurrency Revolving Credit Commitments without any concurrent termination of the Extended Multicurrency Revolving Credit Commitmentssatisfied. (c) Each reduction in the Term Loan Commitments or the Revolving Credit Commitments of any Class hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments. The Borrower shall pay to the Agent for the account of the applicable Lenders, on the date of each termination or reduction of the Commitments, the Commitment Fee on the amount of the Available Commitments of any Classso terminated or reduced, all in each case accrued and unpaid Commitment Fees relating to such Class to but excluding through the date of such termination or reduction.

Termination and Reduction of Commitments. (a) The Non-Extended Unless previously terminated, (i) the Tranche A Term Commitments and the Tranche B Term Commitments shall automatically terminate at 5:00 p.m., New York City time, on the Effective Date and (ii) the Revolving Credit Commitments shall automatically terminate on the Non-Extended Revolving Credit Maturity Date. The Extended Revolving Credit Commitments (other than Incremental Revolving Credit Commitments, which shall automatically terminate as provided in the relevant Incremental Assumption Agreement) and the Swingline Commitment shall automatically terminate on the Extended Revolving Credit Maturity Date. The L/C Commitment shall automatically terminate on the earlier to occur of (i) the termination of the Extended Revolving Credit Commitments and (ii) the date that is 30 days prior to the Extended Revolving Credit Maturity Date. (b) Upon at least three Business Days’ prior irrevocable written or fax notice (or telephonic notice promptly confirmed by written notice) to the Agent, the The Borrower may, without premium or penalty, may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Term Loan Commitments or the Revolving Credit Commitments, in each case, of any Class (it being agreed that for purposes of this clause (b), the Initial Tranche F Term Loan Commitments (as defined in Amendment No. 1) and the Delayed Draw Term F Term Loan Commitments (as defined in Amendment No. 1) shall constitute separate ClassesClass; provided, however, provided that (i) each partial reduction of the Term Loan Commitments or the Revolving Credit Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 and in a minimum amount of not less than $1,000,0005,000,000, (ii) the Total Dollar Revolving Credit Commitment Borrower shall not be reduced terminate or reduce the Revolving Commitments if, after giving effect to an amount that is less than any concurrent prepayment of the Revolving Loans in accordance with Section 2.10, the Aggregate Dollar Revolving Credit Exposure at would exceed the time, Aggregate Revolving Commitment and (iii) the Total Multicurrency Revolving Credit Commitment Borrower shall not be reduced to an amount that is less than terminate or reduce the Aggregate Multicurrency Revolving Credit Exposure at the timeLC Sublimit if, and (iv) the Borrower may condition a notice of termination of all of the Commitments upon the effectiveness of a replacement financing (or other transaction); provided further that (x) until the Non-Extended Dollar Revolving Credit Commitments shall have been terminated in full or expired, any reduction in the Dollar Revolving Credit Commitments shall be made ratably between the Non-Extended Dollar Revolving Credit Commitments and the Extended Dollar Revolving Credit Commitments and (y) until the Non-Extended Multicurrency Revolving Credit Commitments shall have been terminated in full or expired, any reduction in the Multicurrency Revolving Credit Commitments shall be made ratably between the Non-Extended Multicurrency Revolving Credit Commitments and the Extended Multicurrency Revolving Credit Commitments; provided, however, that prior to the Non-Extended Revolving Credit Maturity Dateafter giving effect thereto, the Borrower may terminate in full (but LC Exposure not in part) fully cash collateralized hereunder would exceed the Non-Extended Dollar Revolving Credit Commitments without any concurrent termination of the Extended Dollar Revolving Credit Commitments and the Borrower may terminate in full (but not in part) the Non-Extended Multicurrency Revolving Credit Commitments without any concurrent termination of the Extended Multicurrency Revolving Credit CommitmentsLC Sublimit. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section not later than 11:00 a.m., New York City time, three Business Days, or such shorter period as may be agreed by the Administrative Agent, prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the applicable Class of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination or reduction in the Term Loan Commitments or of the Revolving Credit Commitments delivered under this paragraph may state that such notice is conditioned upon the occurrence of one or more events specified therein, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class hereunder shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective applicable CommitmentsCommitments of such Class. The Borrower shall pay to the Agent for the account All fees in respect of the applicable Lenders, Revolving Commitments accrued until the effective date of any termination of the Revolving Commitments shall be paid on the date of termination or reduction of the Commitments of any Class, all accrued and unpaid Commitment Fees relating to such Class to but excluding the effective date of such termination. (d) If after giving effect to any reduction or termination or reductionof Revolving Commitments under this Section 2.07, the LC Sublimit exceeds the Revolving Commitments at such time, the LC Sublimit shall be automatically reduced by the amount of such excess.

Termination and Reduction of Commitments. Upon the prior written notice to the Administrative Agent (a) The Non-Extended Revolving Credit Commitments which notice the Administrative Agent shall automatically terminate on the Non-Extended Revolving Credit Maturity Date. The Extended Revolving Credit Commitments (other than Incremental Revolving Credit Commitments, which shall automatically terminate as provided in the relevant Incremental Assumption Agreement) and the Swingline Commitment shall automatically terminate on the Extended Revolving Credit Maturity Date. The L/C Commitment shall automatically terminate on the earlier promptly transmit to occur of (i) the termination each of the Extended Revolving Credit Commitments and (ii) the date that is 30 days prior to the Extended Revolving Credit Maturity Date. (b) Upon at least three Business Days’ prior irrevocable written or fax notice (or telephonic notice promptly confirmed by written notice) to the AgentLenders), the Borrower mayshall have the right, without premium or penalty, at on any time in whole day, permanently terminate, to terminate or from time to time in part permanently reduce, the Term Loan Commitments or the Revolving Credit Commitments, in each case, of any Class (it being agreed that for purposes of this clause (b), the Initial Tranche F Term Loan Commitments (as defined in Amendment No. 1) and the Delayed Draw Term F Term Loan Commitments (as defined in Amendment No. 1) shall constitute separate Classes; provided, however, that (i) each partial reduction of the Term Loan Commitments or the Revolving Credit Commitments of any Class shall be in an integral multiple of $1,000,000 and in a minimum amount of $1,000,000, (ii) the Total Dollar Revolving Credit Commitment shall not be reduced to an amount that is less than the Aggregate Dollar Revolving Credit Exposure at the time, (iii) the Total Multicurrency Revolving Credit Commitment shall not be reduced to an amount that is less than the Aggregate Multicurrency Revolving Credit Exposure at the time, and (iv) the Borrower may condition a notice of termination of all of the Commitments upon the effectiveness of a replacement financing (or other transaction); provided further that (x) until the Non-Extended Dollar Revolving Credit Commitments shall have been terminated in full or expired, any reduction in the Dollar Revolving Credit Commitments shall be made ratably between the Non-Extended Dollar Revolving Credit Commitments and the Extended Dollar Revolving Credit Commitments and (y) until the Non-Extended Multicurrency Revolving Credit Commitments shall have been terminated in full or expired, any reduction in the Multicurrency Revolving Credit Commitments shall be made ratably between the Non-Extended Multicurrency Revolving Credit Commitments and the Extended Multicurrency Revolving Credit Commitments; provided, however, that prior to the Non-Extended Revolving Credit Maturity Date, the Borrower may terminate in full (but not in part) the Non-Extended Dollar Revolving Credit Commitments without any concurrent termination of the Extended Dollar Revolving Credit Commitments and the Borrower may terminate in full (but not in part) the Non-Extended Multicurrency Revolving Credit Commitments without any concurrent termination of the Extended Multicurrency Revolving Credit Commitments. (c) Each reduction in the Term Loan Commitments or the Revolving Credit Commitments of any Class hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments. The Borrower shall pay to the Agent for the account of the applicable Lenders, on the date of termination or reduction of reduce the Commitments of any Class, all accrued and unpaid Commitment Fees relating to such Class to but excluding as determined by the date of Borrower, in whole or in part; provided that: (i) any such termination or reductionreduction shall apply proportionately and permanently to reduce the Commitments of each of the Lenders of such Class, except that, notwithstanding the foregoing, the Borrower may allocate any termination or reduction of Commitments among Classes of Commitments at its direction, (ii) any partial reduction pursuant to this Section 2.06 shall be in an aggregate amount of at least $1,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) after giving effect to such termination or reduction and to any prepayments of Loans or cancellation or cash collateralization of Letters of Credit made on the date thereof in accordance with this Agreement, the aggregate amount of the Lenders’ Revolving Credit Exposure for such Class shall not exceed the Total Revolving Commitments for such Class, and (iv) if, after giving effect to any reduction of the Commitments, the LC Sublimit or the Swingline Sublimit with respect to the Facility exceeds the amount of Total Revolving Commitments thereunder, such sublimit shall be automatically reduced by the amount of such excess. Except as provided above, the amount of any such Revolving Commitment reduction shall not be applied to the LC Sublimit or the Swingline Sublimit unless otherwise specified by the Borrower. Notwithstanding the foregoing, the Borrower may rescind or postpone any notice of termination of the Commitments if such termination would have resulted from a refinancing of all of the Facility, which refinancing is not consummated or is otherwise shall be delayed. Unless previously terminated, all Commitments of a Class shall terminate on the Maturity Date applicable to such Class.

Termination and Reduction of Commitments. (a) The Non-Extended Unless previously terminated, the Revolving Credit Commitments Commitment of each Revolving Credit Lender shall automatically terminate on the Non-Extended Revolving Credit Maturity Date. The Extended Revolving Credit Commitments (other than Incremental Revolving Credit Commitments, which shall automatically terminate as provided in the relevant Incremental Assumption Agreement) and the Swingline Commitment shall automatically terminate on the Extended Revolving Credit Maturity Date. The L/C Commitment shall automatically terminate on the earlier to occur of (i) the termination of the Extended Revolving Credit Commitments and (ii) the date that is 30 days prior to the Extended Revolving Credit Maturity Date. (b) Upon at least three Business Days’ prior irrevocable written or fax notice (or telephonic notice promptly confirmed by written notice) to the Agent, the The Borrower may, without premium or penalty, may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Term Loan Commitments or the Revolving Credit Commitments, in each case, of any Class (it being agreed that for purposes of this clause (b), the Initial Tranche F Term Loan Commitments (as defined in Amendment No. 1) and the Delayed Draw Term F Term Loan Commitments (as defined in Amendment No. 1) shall constitute separate Classes; provided, however, provided that (i) each partial reduction of the Term Loan Commitments or the Revolving Credit Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 and in a minimum amount of not less than $1,000,000, 1,000,000 and (ii) the Total Dollar Revolving Credit Commitment Borrower shall not be reduced to an amount that is less than terminate or reduce the Aggregate Dollar Revolving Credit Exposure at the time, (iii) the Total Multicurrency Revolving Credit Commitment shall not be reduced to an amount that is less than the Aggregate Multicurrency Revolving Credit Exposure at the time, and (iv) the Borrower may condition a notice of termination of all of the Commitments upon the effectiveness of a replacement financing (or other transaction); provided further that (x) until the Non-Extended Dollar Revolving Credit Commitments shall have been terminated if, after giving effect to any concurrent prepayment of the Loans in full or expiredaccordance with Sections 2.11 and 2.12, any reduction in the Dollar total Revolving Credit Commitments shall be made ratably between Exposures would exceed the Non-Extended Dollar Revolving Credit Commitments and the Extended Dollar Revolving Credit Commitments and (y) until the Non-Extended Multicurrency Revolving Credit Commitments shall have been terminated in full or expired, any reduction in the Multicurrency Revolving Credit Commitments shall be made ratably between the Non-Extended Multicurrency Revolving Credit Commitments and the Extended Multicurrency Revolving Credit Commitments; provided, however, that prior to the Non-Extended Revolving Credit Maturity Date, the Borrower may terminate in full (but not in part) the Non-Extended Dollar Revolving Credit Commitments without any concurrent termination of the Extended Dollar Revolving Credit Commitments and the Borrower may terminate in full (but not in part) the Non-Extended Multicurrency Revolving Credit Commitments without any concurrent termination of the Extended Multicurrency total Revolving Credit Commitments. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments of any Class under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the applicable Class of the contents thereof. Each reduction in notice delivered by the Term Loan Commitments or Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Revolving Credit Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or other debt or equity issuances, 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. Any termination or reduction of the Commitments shall be permanent. Each reduction of the Commitments of any Class hereunder shall be made ratably among the Lenders of such Class in accordance with their respective applicable CommitmentsCommitments of such Class. The Borrower shall pay to the Administrative Agent for the account of the Lenders of the applicable LendersClass, on the date of each termination or reduction under paragraph (b) of this Section, any applicable commitment fees on the amount of the Commitments of any Class, all accrued and unpaid Commitment Fees relating to such Class so terminated or reduced accrued to but excluding the date of such termination or reduction.

Termination and Reduction of Commitments. (a) The Non-Extended Revolving Credit Unless previously terminated, the Commitments shall automatically terminate on the Non-Extended Revolving Credit Maturity Date. The Extended Revolving Credit Commitments (other than Incremental Revolving Credit Commitments, which shall automatically terminate as provided in the relevant Incremental Assumption Agreement) and the Swingline Commitment shall automatically terminate on the Extended Revolving Credit Maturity Date. The L/C Commitment shall automatically terminate on the earlier to occur of (i) the termination of the Extended Revolving Credit Commitments and (ii) the date that is 30 days prior to the Extended Revolving Credit Maturity Termination Date. (b) Upon at least three Business Days’ prior irrevocable written or fax notice (or telephonic notice promptly confirmed by written notice) to the Agent, the The Borrower may, without premium or penaltyupon notice to the Administrative Agent pursuant to Section 2.06(c), at any time in whole permanently terminate, or from time to time in part permanently reduce, the Term Loan Commitments or the Revolving Credit Commitments, in each case, of any Class (it being agreed that for purposes of this clause (b), the Initial Tranche F Term Loan Commitments (as defined in Amendment No. 1) and the Delayed Draw Term F Term Loan Commitments (as defined in Amendment No. 1) shall constitute separate Classes; provided, however, provided that (i) each partial reduction of the Term Loan Commitments or the Revolving Credit Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 and in a minimum amount of not less than $1,000,00010,000,000, (ii) the Total Dollar Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.08, the aggregate Revolving Credit Commitment shall not be reduced to an amount that is less than Exposures of all Lenders would exceed the Aggregate Dollar Revolving Credit Exposure at the timeaggregate Commitments of all Lenders then in effect, and (iii) if, after giving effect to any reduction of the Total Multicurrency Revolving Credit Commitment aggregate Commitments, the Swing Line Sublimit exceeds the amount of the aggregate Commitments, such Sublimit shall not be automatically reduced by the amount of such excess. (c) The Borrower shall notify the Administrative Agent of any election to an amount that is less than terminate or reduce the Aggregate Multicurrency Revolving Credit Exposure Commitments under paragraph (b) of this Section at least three (3) Business Days prior to the timeeffective date of such termination or reduction, specifying such election and (iv) 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 may condition pursuant to this Section shall be irrevocable; provided that a notice of termination of all of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of a replacement financing other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or other transaction); provided further that (xprior to the specified effective date) until if such condition is not satisfied. Any termination or reduction of the Non-Extended Dollar Revolving Credit Commitments shall have been terminated in full or expired, any reduction in the Dollar Revolving Credit Commitments shall be made ratably between the Non-Extended Dollar Revolving Credit Commitments and the Extended Dollar Revolving Credit Commitments and (y) until the Non-Extended Multicurrency Revolving Credit Commitments shall have been terminated in full or expired, any permanent. Each reduction in the Multicurrency Revolving Credit Commitments shall be made ratably between the Non-Extended Multicurrency Revolving Credit Commitments and the Extended Multicurrency Revolving Credit Commitments; provided, however, that prior to the Non-Extended Revolving Credit Maturity Date, the Borrower may terminate in full (but not in part) the Non-Extended Dollar Revolving Credit Commitments without any concurrent termination of the Extended Dollar Revolving Credit Commitments and the Borrower may terminate in full (but not in part) the Non-Extended Multicurrency Revolving Credit Commitments without any concurrent termination of the Extended Multicurrency Revolving Credit Commitments. (c) Each reduction in the Term Loan Commitments or the Revolving Credit Commitments of any Class hereunder shall be made ratably among the Lenders in accordance with their respective applicable CommitmentsApplicable Percentage. The Borrower shall pay to All fees accrued until the Agent for the account of the applicable Lenders, on the effective date of any termination or reduction of the Commitments of any Class, all accrued and unpaid Commitment Fees relating to such Class to but excluding shall be paid on the effective date of such termination or reductiontermination.

Termination and Reduction of Commitments. (a) The Non-Extended Revolving Credit Unless previously terminated, the Aggregate Commitments shall automatically terminate on the Non-Extended Revolving Credit Maturity Date. The Extended Revolving Credit Commitments (other than Incremental Revolving Credit Commitments, which shall automatically terminate as provided in the relevant Incremental Assumption Agreement) and the Swingline Commitment shall automatically terminate on the Extended Revolving Credit Maturity Date. The L/C Commitment shall automatically terminate on the earlier to occur of (i) the termination of the Extended Revolving Credit Commitments and (ii) the date that is 30 days prior to the Extended Revolving Credit Maturity Date. (b) Upon at least three Business Days’ prior irrevocable written or fax notice (or telephonic notice promptly confirmed by written notice) to the Agent, the The Borrower may, without premium or penalty, may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Term Loan Aggregate Commitments or the Revolving Letter of Credit Commitments, in each case, of any Class (it being agreed that for purposes of this clause (b), the Initial Tranche F Term Loan Commitments (as defined in Amendment No. 1) and the Delayed Draw Term F Term Loan Commitments (as defined in Amendment No. 1) shall constitute separate Classes; provided, however, provided that (i) each partial reduction of the Term Loan Aggregate Commitments or the Revolving Letter of Credit Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 and in a minimum amount of not less than $1,000,0005,000,000, (ii) the Total Dollar Revolving Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.11, the sum of the Credit Exposures would exceed the Aggregate Commitments, (iii) the Borrower shall not terminate or reduce the Letter of Credit Commitments if the LC Exposure would exceed the Letter of Credit Commitments, as so reduced, (iv) the amount of the Letter of Credit Commitment of any Issuing Bank shall not be reduced to an amount that which is less than the Aggregate Dollar Revolving aggregate amount of LC Exposure in respect of all Letters of Credit Exposure at the time, issued or deemed issued by such Issuing Bank; and (iiiv) the Total Multicurrency Revolving Credit Commitment Aggregate Commitments shall not be reduced to an amount that which is less than the Aggregate Multicurrency Revolving aggregate amount of the Letter of Credit Exposure Commitments, unless the Letter of Credit Commitments are correspondingly reduced at the same time. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Aggregate Commitments or the Letter of Credit Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and (iv) 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 may condition pursuant to this Section shall be irrevocable; provided that a notice of termination of all the Aggregate Commitments or the Letter of Credit Commitments delivered by the Commitments Borrower may state that such notice is conditioned upon the effectiveness of a replacement financing other credit facilities or another event, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or other transaction); provided further that (xprior to the specified effective date) until if such condition is not satisfied. Any termination or reduction of the Non-Extended Dollar Revolving Credit Aggregate Commitments shall have been terminated in full or expired, any reduction in the Dollar Revolving Letter of Credit Commitments shall be made ratably between permanent; provided that nothing in this provision shall affect the Non-Extended Dollar Revolving Borrower’s ability to increase the Letter of Credit Commitments and the Extended Dollar Revolving Credit Commitments and (y) until the Non-Extended Multicurrency Revolving Credit Commitments shall have been terminated in full or expired, any pursuant to Section 2.01(c)(iii). Each reduction in the Multicurrency Revolving Credit Commitments shall be made ratably between the Non-Extended Multicurrency Revolving Credit Commitments and the Extended Multicurrency Revolving Credit Commitments; provided, however, that prior to the Non-Extended Revolving Credit Maturity Date, the Borrower may terminate in full (but not in part) the Non-Extended Dollar Revolving Credit Commitments without any concurrent termination of the Extended Dollar Revolving Credit Aggregate Commitments and the Borrower may terminate in full (but not in part) the Non-Extended Multicurrency Revolving Credit Commitments without any concurrent termination of the Extended Multicurrency Revolving Credit Commitments. (c) Each reduction in the Term Loan Commitments or the Revolving Credit Commitments of any Class hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments, except as provided in clause (d) below. Each reduction of the Letter of Credit Commitments being made in conjunction with a reduction of the Aggregate Commitments pursuant to Section 2.09(b)(v) above shall be made ratably among the Issuing Banks in accordance with their respective Letter of Credit Commitments. (d) The Borrower shall pay may terminate the unused amount of the Commitment and Letter of Credit Commitment of a Defaulting Lender upon one Business Day’s prior notice to the Administrative Agent for (which will promptly notify the account Lenders thereof), provided that such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, the Issuing Banks or any Lender may have against such Defaulting Lender. (e) Notwithstanding the foregoing, all of the applicable Lenders, on provisions of the date of Loan Documents which by their terms survive termination or reduction of the Commitments of any Classthe Borrower, all accrued including, without limitation, those provisions set forth in Section 9.06, shall survive and unpaid Commitment Fees relating to such Class to not be deemed terminated, but excluding the date of such termination or reductionshall remain in full force and effect.

Termination and Reduction of Commitments. (a) The Non-Extended Revolving Credit Commitments Unless previously terminated, the Lux Term Loan Commitment of each Term Lender shall automatically and permanently terminate at 5:00 PM, New York City time, on the Non-Extended Revolving Credit Maturity Date. The Extended Revolving Credit Commitments Closing Date (other than Incremental Revolving Credit Commitmentsafter giving effect to the incurrence of Lux Term Loans on such date). (b) Unless previously terminated, which the U.S. Term Loan Commitment of each Term Lender shall automatically and permanently terminate as provided in at 5:00 PM, New York City time, on the Closing Date (after giving effect to the incurrence of U.S. Term Loans on such date). (c) Unless previously terminated, the Revolving Commitment of each Revolving Lender shall automatically and permanently termination on the relevant Incremental Assumption Agreement) and the Swingline Commitment shall automatically terminate on the Extended Revolving Credit Maturity Date. The L/C Commitment shall automatically terminate on the earlier to occur of (i) the termination of the Extended Revolving Credit Commitments and (ii) the date that is 30 days prior to the Extended Revolving Credit Maturity Date. (bd) Upon at least three Business Days’ prior irrevocable written or fax notice Any Revolving Borrower (or telephonic notice promptly confirmed by written noticeon behalf of all of the Revolving Borrowers) to the Agent, the Borrower may, without premium or penalty, may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Term Loan Revolving Commitments or the Revolving Credit Commitments, in each case, of any Class (it being agreed that for purposes of this clause (b), the Initial Tranche F Term Loan Commitments (as defined in Amendment No. 1) and the Delayed Draw Term F Term Loan Commitments (as defined in Amendment No. 1) shall constitute separate ClassesClass; provided, however, provided that (i) each partial reduction of such Revolving Commitments shall be in an amount that is an integral multiple of $5,000,000 and not less than $10,000,000 and (ii) the Revolving Borrowers shall not terminate or reduce any Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans of such Class in accordance with Section 2.11, the Dollar Amount of the sum of the total Revolving Credit Exposures in respect of such Class would exceed the aggregate Revolving Commitments of such Class. (e) Any applicable Revolving Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments of any Class under Section 2.09(d) at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by any Revolving Borrower pursuant to this Section 2.09 shall be irrevocable; provided that a notice of termination of the Revolving Commitments of any Class delivered by any Revolving Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or one or more other events specified therein, in which case such notice may be revoked by such Revolving Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Term Loan Commitments or the Revolving Credit Commitments of any Class shall be in an integral multiple of $1,000,000 and in a minimum amount of $1,000,000, (ii) the Total Dollar Revolving Credit Commitment shall not be reduced to an amount that is less than the Aggregate Dollar Revolving Credit Exposure at the time, (iii) the Total Multicurrency Revolving Credit Commitment shall not be reduced to an amount that is less than the Aggregate Multicurrency Revolving Credit Exposure at the time, and (iv) the Borrower may condition a notice of termination of all permanent. Each reduction of the Commitments upon the effectiveness of a replacement financing (or other transaction); provided further that (x) until the Non-Extended Dollar Revolving Credit Commitments shall have been terminated in full or expired, any reduction in the Dollar Revolving Credit Commitments shall be made ratably between the Non-Extended Dollar Revolving Credit Commitments and the Extended Dollar Revolving Credit Commitments and (y) until the Non-Extended Multicurrency Revolving Credit Commitments shall have been terminated in full or expired, any reduction in the Multicurrency Revolving Credit Commitments shall be made ratably between the Non-Extended Multicurrency Revolving Credit Commitments and the Extended Multicurrency Revolving Credit Commitments; provided, however, that prior to the Non-Extended Revolving Credit Maturity Date, the Borrower may terminate in full (but not in part) the Non-Extended Dollar Revolving Credit Commitments without any concurrent termination of the Extended Dollar Revolving Credit Commitments and the Borrower may terminate in full (but not in part) the Non-Extended Multicurrency Revolving Credit Commitments without any concurrent termination of the Extended Multicurrency Revolving Credit Commitments. (c) Each reduction in the Term Loan Commitments or the Revolving Credit Commitments of any Class hereunder shall be made ratably among the applicable Lenders in accordance with their respective applicable Commitments. The Borrower shall pay to the Agent for the account of the applicable Lenders, on the date of termination or reduction of the Revolving Commitments of any such Class, all accrued and unpaid Commitment Fees relating to such Class to but excluding the date of such termination or reduction.

Termination and Reduction of Commitments. (a) The Non-Extended Revolving Credit Unless previously terminated, the Term B-1 Loan Commitments and Additional Term B-1 Commitments shall automatically terminate at 11:59 p.m., New York City time, on the Non-Extended Revolving Credit Maturity Effective Date. The Extended Revolving Credit Commitments (other than Incremental Revolving Credit Commitmentsshall terminate at 11:59 p.m., which shall automatically terminate as provided in the relevant Incremental Assumption Agreement) and the Swingline Commitment shall automatically terminate New York City time, on the Extended Revolving Credit Maturity Date. The L/C Commitment shall automatically terminate on the earlier to occur of (i) the termination of the Extended Revolving Credit Commitments and (ii) the date that is 30 days prior to the Extended Revolving Credit Maturity Date. (b) Upon at least three Business Days’ prior irrevocable written or fax notice (or telephonic notice promptly confirmed by written notice) to the Agent, the The Borrower may, without premium or penalty, may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Term Loan Commitments or the Revolving Credit Commitments, in each case, of any Class (it being agreed that for purposes of this clause (b), the Initial Tranche F Term Loan Commitments (as defined in Amendment No. 1) and the Delayed Draw Term F Term Loan Commitments (as defined in Amendment No. 1) shall constitute separate ClassesClass; provided, however, provided that (i) each partial reduction of the Term Loan Commitments or the Revolving Credit Commitments of any Class shall be in an amount that is an integral multiple of $500,000 and not less than $1,000,000 and in a minimum amount of $1,000,000, (ii) the Total Dollar Revolving Credit Commitment Borrower shall not be reduced terminate or reduce the Revolving Commitments if, after giving effect to an amount that is less than any concurrent prepayment of the Aggregate Dollar Revolving Credit Exposure Loans in accordance with Section 2.11, the aggregate Revolving Exposures would exceed the aggregate Revolving Commitments. The Borrower may terminate the Commitments of any Defaulting Lender on a non-pro rata basis upon notice to the Administrative Agent. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least one Business Day prior to the timeeffective date of such termination or reduction, (iii) specifying such election and the Total Multicurrency Revolving Credit Commitment effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall not be reduced to an amount that is less than advise the Aggregate Multicurrency Revolving Credit Exposure at Lenders of the time, and (iv) contents thereof. Each notice delivered by the Borrower may condition pursuant to this Section shall be irrevocable; provided that a notice of termination of all of the Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of a replacement financing other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or condition, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or other transaction); provided further that (x) until the Non-Extended Dollar Revolving Credit Commitments shall have been terminated in full or expired, any reduction in the Dollar Revolving Credit Commitments shall be made ratably between the Non-Extended Dollar Revolving Credit Commitments and the Extended Dollar Revolving Credit Commitments and (y) until the Non-Extended Multicurrency Revolving Credit Commitments shall have been terminated in full or expired, any reduction in the Multicurrency Revolving Credit Commitments shall be made ratably between the Non-Extended Multicurrency Revolving Credit Commitments and the Extended Multicurrency Revolving Credit Commitments; provided, however, that prior to the Non-Extended Revolving Credit Maturity Date, the Borrower may terminate in full (but specified effective date of termination) if such condition is not in part) the Non-Extended Dollar Revolving Credit Commitments without any concurrent satisfied. Any termination or reduction of the Extended Dollar Revolving Credit Commitments and the Borrower may terminate in full (but not in part) the Non-Extended Multicurrency Revolving Credit Commitments without any concurrent termination of the Extended Multicurrency Revolving Credit Commitments. (c) Each reduction in the Term Loan Commitments or the Revolving Credit Commitments of any Class hereunder shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective applicable Commitments. The Borrower shall pay to the Agent for the account of the applicable Lenders, on the date of termination or reduction of the Commitments of any such Class, all accrued and unpaid Commitment Fees relating to such Class to but excluding the date of such termination or reduction.

Termination and Reduction of Commitments. (a) The Non-Extended Revolving Credit unused Tranche A Commitments shall automatically terminate on at the Non-Extended Revolving Credit Maturity Date. The Extended Revolving Credit end of the Tranche A Availability Period and the unused Tranche B Commitments (other than Incremental Revolving Credit Commitments, which shall automatically terminate as provided in at the relevant Incremental Assumption Agreement) and the Swingline Commitment shall automatically terminate on the Extended Revolving Credit Maturity Date. The L/C Commitment shall automatically terminate on the earlier to occur of (i) the termination end of the Extended Revolving Credit Commitments and (ii) the date that is 30 days prior to the Extended Revolving Credit Maturity DateTranche B Availability Period. (b) Upon at least three Business Days’ prior irrevocable written or fax notice (or telephonic notice promptly confirmed by written notice) to the Agent, the The Borrower may, without premium or penalty, may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Term Loan Tranche A Commitments or and/or the Revolving Credit Tranche B Commitments, in each case, of any Class (it being agreed that for purposes of this clause (b), the Initial Tranche F Term Loan Commitments (as defined in Amendment No. 1) and the Delayed Draw Term F Term Loan Commitments (as defined in Amendment No. 1) shall constitute separate Classes; provided, however, provided that (i) each partial reduction of the Term Loan Commitments or the Revolving Credit Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 and in a minimum amount of not less than $1,000,000, 10,000,000 and (ii) the Total Dollar Revolving Credit Commitment Borrower shall not be reduced terminate or reduce any Commitments if, after giving effect to an amount any concurrent prepayment of Loans in accordance with Section 2.09, the total Credit Exposures under the relevant Tranche would exceed the total Commitments under the relevant Tranche. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof, provided that is less than the Aggregate Dollar Revolving Credit Exposure at the time, (iii) the Total Multicurrency Revolving Credit Commitment shall not be reduced to an amount that is less than the Aggregate Multicurrency Revolving Credit Exposure at the time, and (iv) the Borrower may condition a notice of termination of all of Commitments delivered by the Commitments Borrower may state that such notice is conditioned upon the effectiveness of a replacement financing other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or other transaction); provided further that (xprior to the specified effective date) until if such condition is not satisfied. Promptly following receipt of any notice, the Non-Extended Dollar Revolving Credit Commitments Administrative Agent shall have been terminated in full advise the Lenders of the contents thereof. Any termination or expired, any reduction in the Dollar Revolving Credit of Commitments shall be made ratably between the Non-Extended Dollar Revolving Credit Commitments and the Extended Dollar Revolving Credit Commitments and (y) until the Non-Extended Multicurrency Revolving Credit Commitments shall have been terminated in full or expired, any permanent. Each reduction in the Multicurrency Revolving Credit Commitments shall be made ratably between the Non-Extended Multicurrency Revolving Credit Commitments and the Extended Multicurrency Revolving Credit Commitments; provided, however, that prior to the Non-Extended Revolving Credit Maturity Date, the Borrower may terminate in full (but not in part) the Non-Extended Dollar Revolving Credit Commitments without any concurrent termination of the Extended Dollar Revolving Credit Commitments and the Borrower may terminate in full (but not in part) the Non-Extended Multicurrency Revolving Credit Commitments without any concurrent termination of the Extended Multicurrency Revolving Credit Commitments. (c) Each reduction in the Term Loan Commitments or the Revolving Credit Commitments of any Class hereunder under either Tranche shall be made ratably among the Lenders in accordance with their respective applicable Commitments. Commitments under such Tranche.” (d) Section 2.08(a) of the Bridge Loan Agreement is hereby amended by deleting such section and replacing it with the following: (a) The Borrower shall hereby unconditionally promises to pay to the Administrative Agent for the account of each Lender (i) the applicable Lenders, then unpaid principal amount of each Tranche A Loan on the date Tranche A Maturity Date and (ii) the then unpaid principal amount of termination or reduction each Tranche B Loan on the Tranche B Maturity Date.” (e) Section 2.08(c) of the Commitments of any Class, all accrued and unpaid Commitment Fees relating to such Class to but excluding Bridge Loan Agreement is hereby amended by adding the date words “Tranche and” before the word “Type” in clause (i) of such termination or reductionSection. (f) Section 2.08(e) of the Bridge Loan Agreement is hereby amended by deleting such section and replacing it with the following:

Termination and Reduction of Commitments. (a) The Non-Extended Unless previously terminated, the Revolving Credit Commitments shall automatically terminate on the Non-Extended Revolving Credit Maturity Date. The Extended Revolving Credit Commitments (other than Incremental Revolving Credit Commitments, which shall automatically terminate as provided in the relevant Incremental Assumption Agreement) and the Swingline Commitment shall automatically terminate on the Extended Revolving Credit Maturity Date. The L/C Commitment shall automatically terminate on the earlier to occur of (i) the termination of the Extended Revolving Credit Commitments and (ii) the date that is 30 days prior to the Extended Revolving Credit Maturity Date. (b) Upon at least three Business Days’ prior irrevocable written or fax notice (or telephonic notice promptly confirmed by written notice) to the Agent, the The Borrower may, without premium or penalty, may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Term Loan Commitments or the Revolving Credit Commitments, in each case, of any Class (it being agreed that for purposes of this clause (b), the Initial Tranche F Term Loan Commitments (as defined in Amendment No. 1) and the Delayed Draw Term F Term Loan Commitments (as defined in Amendment No. 1) shall constitute separate ClassesClass; provided, however, provided that (i) each partial reduction of the Term Loan Commitments or the Revolving Credit Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 and in a minimum amount of not less than $1,000,0005,000,000 or if less, the entire remaining amount, (ii) the Total Dollar Revolving Credit Commitment Borrower shall not be reduced terminate or reduce either Class of the Revolving Commitments if, after giving effect to an amount any concurrent prepayment of the Revolving Loans of such Class in accordance with Section 2.09, the aggregate Revolving Exposures of such Class (excluding, in the case of any termination of the Revolving A Commitments or the Revolving B Commitments, the portion of the Revolving A Exposures or Revolving B Exposures attributable to outstanding Tranche A Letters of Credit or Tranche B Letters of Credit, as applicable, if and to the extent that is less than the Aggregate Dollar Borrower has made arrangements satisfactory to the Administrative Agent and each applicable Issuing Bank with respect to such Tranche A Letters of Credit or Tranche B Letters of Credit, as applicable, and each applicable Issuing Bank has released the Revolving Lenders of such Class from their participation obligations with respect to such Tranche A Letters of Credit Exposure at or Tranche B Letters of Credit, as applicable) would exceed the time, aggregate Revolving Commitments of such Class or (iii) except in the Total Multicurrency case of a disproportionate reduction of the Revolving Credit Commitment A Commitments at any time that the aggregate Revolving B Commitments are $200,000,000 or less, each reduction of the Revolving Commitments under any Facility shall not be reduced accompanied by a pro rata reduction in the Revolving Commitments under the other Facility (based on the aggregate principal amount of Revolving Commitments under each Facility immediately prior to an amount that is less than each such reduction). (c) The Borrower shall notify the Aggregate Multicurrency Revolving Credit Exposure Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section 2.06 at least three Business Days prior to the timeeffective date of such termination or reduction, specifying such election and (iv) the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower may condition pursuant to this Section 2.06 shall be irrevocable; provided that a notice of termination of all of the Commitments of any Class delivered by the Borrower may state that such notice is conditioned upon the effectiveness of a replacement financing other credit facilities or the receipt of proceeds from the issuance of other Indebtedness, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or other transaction); provided further that (x) until the Non-Extended Dollar Revolving Credit Commitments shall have been terminated in full or expired, any reduction in the Dollar Revolving Credit Commitments shall be made ratably between the Non-Extended Dollar Revolving Credit Commitments and the Extended Dollar Revolving Credit Commitments and (y) until the Non-Extended Multicurrency Revolving Credit Commitments shall have been terminated in full or expired, any reduction in the Multicurrency Revolving Credit Commitments shall be made ratably between the Non-Extended Multicurrency Revolving Credit Commitments and the Extended Multicurrency Revolving Credit Commitments; provided, however, that prior to the Non-Extended Revolving Credit Maturity Date, the Borrower may terminate in full (but specified effective date) if such condition is not in part) the Non-Extended Dollar Revolving Credit Commitments without any concurrent satisfied. Any termination or reduction of the Extended Dollar Revolving Credit Commitments and the Borrower may terminate in full (but not in part) the Non-Extended Multicurrency Revolving Credit Commitments without any concurrent termination of the Extended Multicurrency Revolving Credit Commitments. (c) Each reduction in the Term Loan Commitments or the Revolving Credit Commitments of any Class hereunder shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective applicable Commitments. The Borrower shall pay to the Agent for the account of the applicable Lenders, on the date of termination or reduction of the Commitments of any such Class, all accrued and unpaid Commitment Fees relating to such Class to but excluding the date of such termination or reduction.

Termination and Reduction of Commitments. (a) The Non-Extended Revolving Credit Unless previously terminated, the Commitments shall automatically for a Class of Loans will terminate on the Non-Extended Revolving Credit Maturity Date. The Extended Revolving Credit Commitments (other than Incremental Revolving Credit Commitments, which shall automatically terminate as provided in the relevant Incremental Assumption Agreement) and the Swingline Commitment shall automatically terminate on the Extended Revolving Credit Maturity Date. The L/C Commitment shall automatically terminate on the earlier to occur Date for such Class of (i) the termination of the Extended Revolving Credit Commitments and (ii) the date that is 30 days prior to the Extended Revolving Credit Maturity DateLoans. (b) Upon at least three Business Days’ prior irrevocable written or fax notice (or telephonic notice promptly confirmed by written notice) to the Agent, the The Borrower may, without premium or penalty, may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Term Loan Commitments or the Revolving Credit Commitments, in each case, of any Class (it being agreed that for purposes of this clause (b), the Initial Tranche F Term Loan Commitments (as defined in Amendment No. 1) and the Delayed Draw Term F Term Loan Commitments (as defined in Amendment No. 1) shall constitute separate Classes; provided, however, provided that (i) each partial reduction of the Term Loan Commitments or the Revolving Credit Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 and in a minimum amount of not less than $1,000,000, 5,000,000 and (ii) the Total Dollar Revolving Credit Commitment Borrower shall not be reduced terminate or reduce the Revolving Commitments if, after giving effect to an amount that is less than the Aggregate Dollar any concurrent prepayment of Revolving Credit Exposure at the time, (iii) the Total Multicurrency Revolving Credit Commitment shall not be reduced to an amount that is less than the Aggregate Multicurrency Revolving Credit Exposure at the time, and (iv) the Borrower may condition a notice of termination of all of the Commitments upon the effectiveness of a replacement financing (or other transaction); provided further that (x) until the Non-Extended Dollar Revolving Credit Commitments shall have been terminated in full or expired, any reduction in the Dollar Revolving Credit Commitments shall be made ratably between the Non-Extended Dollar Revolving Credit Commitments and the Extended Dollar Revolving Credit Commitments and (y) until the Non-Extended Multicurrency Revolving Credit Commitments shall have been terminated in full or expired, any reduction in the Multicurrency Revolving Credit Commitments shall be made ratably between the Non-Extended Multicurrency Revolving Credit Commitments and the Extended Multicurrency Revolving Credit Commitments; provided, however, that prior to the Non-Extended Revolving Credit Maturity DateLoans, the Borrower may terminate in full (but not in part) total Revolving Exposure would exceed the Non-Extended Dollar total Revolving Credit Commitments without any concurrent termination of the Extended Dollar Revolving Credit Commitments and the Borrower may terminate in full (but not in part) the Non-Extended Multicurrency Revolving Credit Commitments without any concurrent termination of the Extended Multicurrency Revolving Credit Commitments. (c) Each reduction in the Term Loan Commitments or the Revolving Credit Commitments of any Class hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments. The Borrower shall pay notify the Administrative Agent of any election to terminate or reduce any Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, by delivering a Commitment Termination Notice to the Administrative Agent. Promptly and in no event later than one Business Day following receipt of any Commitment Termination Notice, the Administrative Agent for shall advise the account Revolving Lenders and each Issuing Bank of the applicable Lenderscontents thereof. Each Commitment Termination Notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a Commitment Termination Notice delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such Commitment Termination Notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the date of specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class, all accrued and unpaid Commitment Fees relating to Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders of such Class to but excluding the date in accordance with their respective Commitments of such termination or reductionClass.

Termination and Reduction of Commitments. (ai) The Non-Extended Unless previously terminated, the Aggregate Revolving Credit Commitments shall automatically terminate on the Non-Extended Revolving Credit Maturity Date. The Extended Revolving Credit Commitments (other than Incremental Revolving Credit Commitments, which shall automatically terminate as provided in the relevant Incremental Assumption Agreement) and the Swingline Commitment shall automatically terminate on the Extended Revolving Credit Maturity Date. The L/C Commitment shall automatically terminate on the earlier to occur of (i) the termination of the Extended Revolving Credit Commitments and (ii) the date that is 30 days prior to the Extended Revolving Credit Maturity Date. (bii) Upon at least three Business Days’ prior irrevocable written or fax notice (or telephonic notice promptly confirmed by written notice) to the Agent, the Borrower may, without premium or penalty, The Borrowers may at any time terminate the Aggregate Revolving Commitments upon the Payment in whole permanently terminate, or Full of the Secured Obligations. (iii) The Borrowers may from time to time in part permanently reduce, reduce the Term Loan Commitments or the Aggregate Revolving Credit Commitments, in each case, of any Class (it being agreed that for purposes of this clause (b), the Initial Tranche F Term Loan Commitments (as defined in Amendment No. 1) and the Delayed Draw Term F Term Loan Commitments (as defined in Amendment No. 1) shall constitute separate Classes; provided, however, provided that (iA) each partial reduction of the Term Loan Aggregate Revolving Commitments or the Revolving Credit Commitments of any Class shall be in a Dollar Equivalent that is an integral multiple of $1,000,000 and in a minimum amount of not less than $1,000,000, 5,000,000 and (iiB) the Total Dollar Revolving Credit Commitment Borrowers shall not be reduced to an amount that is less than terminate or reduce the Aggregate Dollar Revolving Credit Exposure at Commitments if, after giving effect to any concurrent prepayment of the timeRevolving Loans in accordance with Section 2.11, (iii) the Total Multicurrency Revolving Credit Commitment shall not be reduced to an amount that is less than the Aggregate Multicurrency Revolving Credit Exposure at would exceed the time, lesser of the Aggregate Revolving Commitment and the Revolving Borrowing Base. (iv) The Borrower Representative shall notify the Administrative Agent of any election to terminate or reduce the Aggregate Revolving Commitments under paragraph (a)(ii) or (a)(iii) of this Section at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower may condition Representative pursuant to this Section shall be irrevocable; provided that a notice of termination of all of the Aggregate Revolving Commitments delivered by the Borrower Representative may state that such notice is conditioned upon the effectiveness of a replacement financing (other credit facilities or other transaction); provided further that transactions specified therein, in which case such notice may be revoked by the Borrower Representative (xby notice to the Administrative Agent on or prior to the specified effective date) until if such condition is not satisfied. Any termination or reduction of the Non-Extended Dollar Aggregate Revolving Credit Commitments shall have been terminated in full or expired, any reduction in the Dollar Revolving Credit Commitments shall be made ratably between the Non-Extended Dollar Revolving Credit Commitments and the Extended Dollar Revolving Credit Commitments and (y) until the Non-Extended Multicurrency Revolving Credit Commitments shall have been terminated in full or expired, any permanent. Each reduction in the Multicurrency Revolving Credit Commitments shall be made ratably between the Non-Extended Multicurrency Revolving Credit Commitments and the Extended Multicurrency Revolving Credit Commitments; provided, however, that prior to the Non-Extended Revolving Credit Maturity Date, the Borrower may terminate in full (but not in part) the Non-Extended Dollar Revolving Credit Commitments without any concurrent termination of the Extended Dollar Aggregate Revolving Credit Commitments and the Borrower may terminate in full (but not in part) the Non-Extended Multicurrency Revolving Credit Commitments without any concurrent termination of the Extended Multicurrency Revolving Credit Commitments. (c) Each reduction in the Term Loan Commitments or the Revolving Credit Commitments of any Class hereunder shall be made ratably among the Lenders in accordance with their respective applicable Revolving Commitments. (v) The Initial FILO Term Loan Commitments terminated upon the making of the Initial FILO Term Loan on the First Amendment Funding Date. The Borrower 2023 FILO Term Loan Commitments shall pay to terminate upon the Agent for the account making of the applicable Lenders, 2023 FILO Term Loan on the date of termination or reduction of the Commitments of any Class, all accrued and unpaid Commitment Fees relating to such Class to but excluding the date of such termination or reductionSecond Amendment Effective Date.

Termination and Reduction of Commitments. (a) The Non-Extended Revolving Credit Unless previously terminated, the Commitments shall automatically terminate on the Non-Extended Revolving Credit Maturity Date. The Extended Revolving Credit Commitments (other than Incremental Revolving Credit Commitments, which shall automatically terminate as provided in the relevant Incremental Assumption Agreement) and the Swingline Commitment shall automatically terminate on the Extended Revolving Credit Maturity Date. The L/C Commitment shall automatically terminate on the earlier to occur of (i) the termination of the Extended Revolving Credit Commitments and (ii) the date that is 30 days prior to the Extended Revolving Credit Maturity Date. (ba) Upon at least three Business Days’ prior irrevocable written or fax notice (or telephonic notice promptly confirmed by written notice) to the Agent, the The Borrower may, without premium or penalty, may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Term Loan Commitments or the Revolving Credit Commitments, in each case, of any Class (it being agreed that for purposes of this clause (b), the Initial Tranche F Term Loan Commitments (as defined in Amendment No. 1) and the Delayed Draw Term F Term Loan Commitments (as defined in Amendment No. 1) shall constitute separate Classeswithout penalty; provided, however, provided that (i) each partial reduction of the Term Loan Commitments or the Revolving Credit Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 and in a minimum amount of not less than $1,000,000, 10,000,000 and (ii) the Total Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.08, (x) the sum of the Dollar Tranche Revolving Credit Commitment shall not be reduced to an amount that is less than Exposures would exceed the Aggregate total Dollar Tranche Commitments or (y) the sum of the Multi-Currency Tranche Revolving Credit Exposure Exposures would exceed the total Multi-Currency Tranche Commitments. (b) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (a) of this Section at least three Business Days prior to the timeeffective date of such termination or reduction, (iii) specifying such election and the Total Multicurrency Revolving Credit Commitment effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall not be reduced to an amount that is less than advise the Aggregate Multicurrency Revolving Credit Exposure at Lenders of the time, and (iv) contents thereof. Each notice delivered by the Borrower may condition pursuant to this Section shall be irrevocable; provided that a notice of termination of all of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of a replacement financing other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or other transaction); provided further that (xprior to the specified effective date) until if such condition is not satisfied. Any termination or reduction of the Non-Extended Dollar Revolving Credit Commitments shall have been terminated in full or expired, any reduction in the Dollar Revolving Credit Commitments shall be made ratably between the Non-Extended Dollar Revolving Credit Commitments and the Extended Dollar Revolving Credit Commitments and (y) until the Non-Extended Multicurrency Revolving Credit Commitments shall have been terminated in full or expired, any permanent. Each reduction in the Multicurrency Revolving Credit Commitments shall be made ratably between the Non-Extended Multicurrency Revolving Credit Commitments and the Extended Multicurrency Revolving Credit Commitments; provided, however, that prior to the Non-Extended Revolving Credit Maturity Date, the Borrower may terminate in full (but not in part) the Non-Extended Dollar Revolving Credit Commitments without any concurrent termination of the Extended Dollar Revolving Credit Tranche Commitments and the Borrower may terminate in full (but not in part) the Non-Extended Multicurrency Revolving Credit Commitments without any concurrent termination of the Extended Multicurrency Revolving Credit Commitments. (c) Each reduction in the Term Loan Commitments or the Revolving Credit Commitments of any Class hereunder shall be made ratably among the Dollar Tranche Lenders in accordance with their respective applicable Commitments. The Borrower shall pay to the Agent for the account of the applicable Lenders, on the date of termination or Dollar Tranche Commitments and each reduction of the Multi-Currency Tranche Commitments of any Class, all accrued and unpaid Commitment Fees relating to such Class to but excluding shall be made ratably among the date of such termination or reductionMulti-Currency Tranche Lenders in accordance with their respective Multi-Currency Tranche Commitments.

Termination and Reduction of Commitments. (a) The Non-Extended Revolving Credit Commitments shall automatically terminate on the Non-Extended Revolving Credit Maturity Date. The Extended Revolving Credit Commitments (other than Incremental Revolving Credit CommitmentsUnless previously terminated, which shall automatically terminate as provided in the relevant Incremental Assumption Agreement) and the Swingline Commitment shall automatically terminate on the Extended Revolving Credit Maturity Date. The L/C Commitment shall automatically terminate on the earlier to occur of (i) the termination Term Loan Commitments shall terminate on the Closing Date upon the funding of the Extended Revolving Credit Commitments Term Loans and (iiiii) the date that is 30 days prior to Revolving Commitments shall terminate on the Extended Revolving Credit Maturity DateDate (subject to Section 2.23). (b) Upon at least three Business Days’ prior irrevocable written or fax notice (or telephonic notice promptly confirmed by written notice) to the Agent, the The Opco Borrower may, without premium or penalty, may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Term Loan Commitments or the Revolving Credit Commitments, in each case, of any Class (it being agreed that for purposes of this clause (b), the Initial Tranche F Term Loan Commitments (as defined in Amendment No. 1) and the Delayed Draw Term F Term Loan Commitments (as defined in Amendment No. 1) shall constitute separate Classes; provided, however, provided that (i) each partial reduction of the Term Loan Revolving Commitments or the Revolving Credit Commitments of any Class shall be in an amount that is an integral multiple of $500,000 and not less than $1,000,000 and in a minimum amount of $1,000,000, (ii) the Total Dollar Revolving Credit Commitment Opco Borrower shall not be reduced terminate or reduce the Revolving Commitments if, after giving effect to an amount that is less than any concurrent prepayment of the Aggregate Loans in accordance with Section 2.11, the Dollar Amount of the Total Revolving Credit Exposure at would exceed the time, (iii) the Total Multicurrency aggregate Revolving Credit Commitment shall not be reduced to an amount that is less than the Aggregate Multicurrency Revolving Credit Exposure at the time, and (iv) the Borrower may condition a notice of termination of all of the Commitments upon the effectiveness of a replacement financing (or other transaction); provided further that (x) until the Non-Extended Dollar Revolving Credit Commitments shall have been terminated in full or expired, any reduction in the Dollar Revolving Credit Commitments shall be made ratably between the Non-Extended Dollar Revolving Credit Commitments and the Extended Dollar Revolving Credit Commitments and (y) until the Non-Extended Multicurrency Revolving Credit Commitments shall have been terminated in full or expired, any reduction in the Multicurrency Revolving Credit Commitments shall be made ratably between the Non-Extended Multicurrency Revolving Credit Commitments and the Extended Multicurrency Revolving Credit Commitments; provided, however, that prior to the Non-Extended Revolving Credit Maturity Date, the Borrower may terminate in full (but not in part) the Non-Extended Dollar Revolving Credit Commitments without any concurrent termination of the Extended Dollar Revolving Credit Commitments and the Borrower may terminate in full (but not in part) the Non-Extended Multicurrency Revolving Credit Commitments without any concurrent termination of the Extended Multicurrency Revolving Credit Commitments. (c) Each Notwithstanding the foregoing, upon the acquisition of one Lender by another Lender, or the merger, consolidation or other combination of any two or more Lenders (any such acquisition, merger, consolidation or other combination being referred to hereinafter as a “Combination” and each Lender which is a party to such Combination being hereinafter referred to as a “Combined Lender”), the Opco Borrower may notify the Administrative Agent that it desires to reduce the Commitment of the Lender surviving such Combination (the “Surviving Lender”) to an amount equal to the Commitment of that Combined Lender which had the largest Commitment of each of the Combined Lenders party to such Combination (such largest Commitment being the “Surviving Commitment” and the Commitments of the other Combined Lenders being hereinafter referred to, collectively, as the “Retired Commitments”). If the Required Lenders (determined as set forth below) and the Administrative Agent agree to such reduction in the Term Loan Surviving Lender’s Commitment, then (i) the aggregate amount of the Commitments shall be reduced by the Retired Commitments effective upon the effective date of the Combination (or such later date as the Revolving Credit Opco Borrower may specify in its request); provided that, on or before such date the Borrowers have paid in full the outstanding principal amount of the Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder of each of the Combined Lenders other than the Combined Lender whose Commitment is the Surviving Commitment, (ii) from and after the effective date of such reduction, the Surviving Lender shall have no obligation with respect to the Retired Commitments, and (iii) the Opco Borrower shall notify the Administrative Agent whether it wants such reduction to be a permanent reduction or a temporary reduction. If such reduction is to be a temporary reduction, then the Opco Borrower shall be responsible for finding one or more financial institutions (which for the avoidance of doubt may be an existing Lender) (each, a “Replacement Lender”), acceptable to the Administrative Agent (such acceptance not to be unreasonably withheld, conditioned or delayed), willing to assume the obligations of a Lender hereunder with aggregate Commitments up to the amount of the Retired Commitments. The Administrative Agent may require the Replacement Lenders to execute such documents, instruments or agreements as the Administrative Agent reasonably deems necessary or desirable to evidence such Replacement Lenders’ agreement to become parties hereunder. For purposes of this paragraph (c), Required Lenders shall be determined as if the reduction in the aggregate amount of the Commitments requested by the Opco Borrower had occurred (i.e., the Combined Lenders shall be deemed to have a single Commitment equal to the Surviving Commitment and the aggregate amount of the Commitments shall be deemed to have been reduced by the Retired Commitments). (d) The Opco Borrower shall notify the Administrative Agent of any Class hereunder election to terminate or reduce the Commitments under paragraph (b) of this Section at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Opco Borrower pursuant to this Section shall be irrevocable; provided that a notice to terminate or reduce the Commitments delivered by the Opco 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 the Opco Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective applicable Commitments. The Borrower shall pay . (e) Notwithstanding anything to the Agent contrary herein or in any other Loan Document, the Term Loan Commitments and the Revolving Commitments shall terminate on the date, if any, that is the earliest of (i) March 30, 2023 if the Closing Date shall not have occurred on or prior to such date, (ii) a public announcement by the Company that the board of directors of the Company has determined not to proceed with the Spin-Off (excluding, for the account avoidance of doubt, any such announcement regarding a delay of the applicable Lenders, on Spin-Off) and (iii) the date of termination or reduction occurrence of the Commitments of any Class, all accrued and unpaid Commitment Fees relating Spin-Off if the Closing Date shall not have occurred on or prior to such Class to but excluding the date of such termination or reductiondate.

Termination and Reduction of Commitments. (a) The Non-Extended Revolving Credit Unless previously terminated, the Commitments shall automatically terminate on the Non-Extended Revolving Credit Maturity Date. The Extended Revolving Credit Commitments (other than Incremental Revolving Credit Commitments, which shall automatically terminate as provided in the relevant Incremental Assumption Agreement) and the Swingline Commitment shall automatically terminate on the Extended Revolving Credit Maturity Date. The L/C Commitment shall automatically terminate on the earlier to occur of (i) the termination of the Extended Revolving Credit Commitments and (ii) the date that is 30 days prior to the Extended Revolving Credit Maturity Date. (b) Upon at least three Business Days’ prior irrevocable written or fax notice (or telephonic notice promptly confirmed by written notice) to the Agent, the The Borrower may, without premium or penalty, may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Term Loan Commitments or the Revolving Credit Commitments, in each case, of any Class (it being agreed that for purposes of this clause (b), the Initial Tranche F Term Loan Commitments (as defined in Amendment No. 1) and the Delayed Draw Term F Term Loan Commitments (as defined in Amendment No. 1) shall constitute separate Classes; provided, however, provided that (i) each partial reduction of the Term Loan Commitments or the Revolving Credit Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 and in a minimum amount of not less than $1,000,000, 5,000,000 and (ii) the Total Dollar Revolving Credit Commitment Borrower shall not be reduced terminate or reduce the Commitments if, after giving effect to an amount that is less than any concurrent prepayment of the Aggregate Dollar Revolving Loans in accordance with Section 2.11, the Credit Exposure at would exceed the timetotal Commitments; provided that for purposes of this paragraph, (iiithe LC Exposure shall be deemed to be zero if there exists either cash collateral equal to 105% of the LC Exposure or one or more back-up letters of credit for the benefit of the Issuing Bank in form and substance and issued by issuer(s) satisfactory to the Total Multicurrency Revolving Credit Commitment Issuing Bank in its sole discretion. Upon the provision of such cash collateral or back-up letters of credit and the payment in full of all Obligations, then the Lenders shall not be reduced to an amount that is less than the Aggregate Multicurrency Revolving Credit Exposure at the timereleased from their obligations under Section 2.06(d), and all letter of credit fees accruing after the termination of the Commitments shall be for the account of the Issuing Bank. (ivc) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower may condition pursuant to this Section shall be irrevocable; provided that a notice of termination of all of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of a replacement financing other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or other transaction); provided further that (xprior to the specified effective date) until if such condition is not satisfied. Any termination or reduction of the Non-Extended Dollar Revolving Credit Commitments shall have been terminated in full or expired, any reduction in the Dollar Revolving Credit Commitments shall be made ratably between the Non-Extended Dollar Revolving Credit Commitments and the Extended Dollar Revolving Credit Commitments and (y) until the Non-Extended Multicurrency Revolving Credit Commitments shall have been terminated in full or expired, any permanent. Each reduction in the Multicurrency Revolving Credit Commitments shall be made ratably between the Non-Extended Multicurrency Revolving Credit Commitments and the Extended Multicurrency Revolving Credit Commitments; provided, however, that prior to the Non-Extended Revolving Credit Maturity Date, the Borrower may terminate in full (but not in part) the Non-Extended Dollar Revolving Credit Commitments without any concurrent termination of the Extended Dollar Revolving Credit Commitments and the Borrower may terminate in full (but not in part) the Non-Extended Multicurrency Revolving Credit Commitments without any concurrent termination of the Extended Multicurrency Revolving Credit Commitments. (c) Each reduction in the Term Loan Commitments or the Revolving Credit Commitments of any Class hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments. The Borrower shall pay to the Agent for the account of the applicable Lenders, on the date of termination or reduction of the Commitments of any Class, all accrued and unpaid Commitment Fees relating to such Class to but excluding the date of such termination or reduction.

Termination and Reduction of Commitments. (a) The Non-Extended Revolving Credit Commitments shall automatically terminate on the Non-Extended Revolving Credit Maturity Date. The Extended Revolving Credit Commitments (other than Incremental Revolving Credit CommitmentsUnless previously terminated, which shall automatically terminate as provided in the relevant Incremental Assumption Agreement) and the Swingline Commitment shall automatically terminate on the Extended Revolving Credit Maturity Date. The L/C Commitment shall automatically terminate on the earlier to occur of (i) the termination of Term Commitments shall terminate at 5:00 p.m., New York time, on the Extended Revolving Credit Commitments Term Commitment Termination Date and (ii) the date that is 30 days prior to Revolving Commitments shall terminate on the Extended Revolving Credit Maturity Date. (b) Upon at least three Business Days’ prior irrevocable written or fax notice (or telephonic notice promptly confirmed by written notice) to the Agent, the The Borrower may, without premium or penalty, may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Term Loan Commitments or the Revolving Credit Commitments, in each case, of any Class (it being agreed that for purposes of this clause (b), the Initial Tranche F Term Loan Commitments (as defined in Amendment No. 1) and the Delayed Draw Term F Term Loan Commitments (as defined in Amendment No. 1) shall constitute separate ClassesClass; provided, however, provided that (i) each partial reduction of the Term Loan Commitments or the Revolving Credit Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 and in a minimum amount of not less than $1,000,000, 5,000,000 and (ii) the Total Dollar Revolving Credit Commitment Borrower shall not be reduced terminate or reduce the Revolving Commitments if, after giving effect to an amount that is less than the Aggregate Dollar Revolving Credit Exposure at the time, (iii) the Total Multicurrency Revolving Credit Commitment shall not be reduced to an amount that is less than the Aggregate Multicurrency Revolving Credit Exposure at the time, and (iv) the Borrower may condition a notice of termination of all any concurrent prepayment of the Commitments upon the effectiveness of a replacement financing (or other transaction); provided further that (x) until the Non-Extended Dollar Revolving Credit Commitments shall have been terminated Loans in full or expired, any reduction in the Dollar Revolving Credit Commitments shall be made ratably between the Non-Extended Dollar Revolving Credit Commitments and the Extended Dollar Revolving Credit Commitments and (y) until the Non-Extended Multicurrency Revolving Credit Commitments shall have been terminated in full or expired, any reduction in the Multicurrency Revolving Credit Commitments shall be made ratably between the Non-Extended Multicurrency Revolving Credit Commitments and the Extended Multicurrency Revolving Credit Commitments; provided, however, that prior to the Non-Extended Revolving Credit Maturity Dateaccordance with Section 2.10, the Borrower may terminate in full (but not in part) the Non-Extended Dollar Revolving Credit Commitments without any concurrent termination sum of the Extended Dollar Revolving Credit Commitments and Exposures would exceed the Borrower may terminate in full (but not in part) the Non-Extended Multicurrency total Revolving Credit Commitments without any concurrent termination of the Extended Multicurrency Revolving Credit Commitments. (c) Each reduction in If any prepayment of Term Borrowings is required pursuant to Section 2.10 but cannot be made because there are no Term Borrowings outstanding, or because the amount of the required prepayment exceeds the outstanding amount of Term Loan Borrowings, then, on the date that such prepayment is required, the Revolving Commitments shall be reduced by an aggregate amount equal to the amount of the required prepayment, or the excess of such amount over the outstanding amount of Term Borrowings, as the case may be. (d) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section, or any required reduction of the Revolving Credit Commitments under paragraph (c) of this Section, at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Revolving 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. Any termination or reduction of the Commitments of any Class hereunder shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective applicable Commitments. The Borrower shall pay to the Agent for the account of the applicable Lenders, on the date of termination or reduction of the Commitments of any such Class, all accrued and unpaid Commitment Fees relating to such Class to but excluding the date of such termination or reduction.

Termination and Reduction of Commitments. (a) The Non-Extended Revolving Credit Unless previously terminated, the Commitments shall automatically terminate on the Non-Extended Revolving Credit Maturity Date. The Extended Revolving Credit Commitments (other than Incremental Revolving Credit Commitments, which shall automatically terminate as provided in the relevant Incremental Assumption Agreement) and the Swingline Commitment shall automatically terminate on the Extended Revolving Credit Maturity Date. The L/C Commitment shall automatically terminate on the earlier to occur of (i) the termination of the Extended Revolving Credit Commitments and (ii) the date that is 30 days prior to the Extended Revolving Credit Maturity Termination Date. (b) Upon at least three Business Days’ prior irrevocable written or fax telecopy notice (or telephonic notice promptly confirmed by written notice) to the Administrative Agent, the Borrower may, without premium or penalty, Company (on behalf of all the Borrowers) may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Term Loan Commitments or the Revolving Credit Commitments, in each case, of any Class (it being agreed that for purposes of this clause (b), the Initial Tranche F Term Loan Commitments (as defined in Amendment No. 1) and the Delayed Draw Term F Term Loan Commitments (as defined in Amendment No. 1) shall constitute separate ClassesTotal Commitment; provided, however, that (i) each partial reduction of the Term Loan Commitments or the Revolving Credit Commitments of any Class Total Commitment shall be in an integral multiple of $1,000,000 and in a minimum principal amount of $1,000,000, 5,000,000 and (ii) no such termination or reduction shall be made which would reduce the Total Dollar Revolving Credit Commitment shall not be reduced to an amount that is less than the Aggregate aggregate outstanding principal amount (or Assigned Dollar Revolving Credit Exposure at Value, in the timecase of Loans denominated in Alternative Currencies) of the Competitive Loans and Standby Loans. Notwithstanding the foregoing, as long as no Default or Event of Default is continuing, the Company may terminate the unused amount of the Commitment of a Defaulting Lender upon not less than 10 Business Days’ prior notice to the Administrative Agent (iii) which will promptly notify the Total Multicurrency Revolving Credit Commitment shall Lenders thereof), it being understood that such termination will not be reduced deemed to an amount that is less than the Aggregate Multicurrency Revolving Credit Exposure at the time, and (iv) the Borrower may condition be a notice waiver or release of termination of all any claim any of the Commitments upon Borrowers or the effectiveness of a replacement financing (or other transaction); provided further that (x) until the Non-Extended Dollar Revolving Credit Commitments shall Administrative Agent may have been terminated in full or expired, any reduction in the Dollar Revolving Credit Commitments shall be made ratably between the Non-Extended Dollar Revolving Credit Commitments and the Extended Dollar Revolving Credit Commitments and (y) until the Non-Extended Multicurrency Revolving Credit Commitments shall have been terminated in full or expired, any reduction in the Multicurrency Revolving Credit Commitments shall be made ratably between the Non-Extended Multicurrency Revolving Credit Commitments and the Extended Multicurrency Revolving Credit Commitments; provided, however, that prior to the Non-Extended Revolving Credit Maturity Date, the Borrower may terminate in full (but not in part) the Non-Extended Dollar Revolving Credit Commitments without any concurrent termination of the Extended Dollar Revolving Credit Commitments and the Borrower may terminate in full (but not in part) the Non-Extended Multicurrency Revolving Credit Commitments without any concurrent termination of the Extended Multicurrency Revolving Credit Commitmentsagainst such Defaulting Lender. (c) Each Subject to the last sentence of Section 2.11(b), reduction in the Term Loan Commitments or the Revolving Credit Commitments of any Class Total Commitment hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments. The Borrower Subject to the last sentence of Section 2.06(a), the Company shall pay to the Administrative Agent for the account of the applicable Lenders, on the date of each termination or reduction reduction, the Commitment Fees on the amount of the Commitments of any Class, all so terminated or reduced accrued and unpaid Commitment Fees relating to such Class to but excluding not including the date of such termination or reduction. (d) A Commitment terminated or reduced under this Section 2.11 may not be reinstated.

Termination and Reduction of Commitments. (a) The Non-Extended Revolving Credit Commitments shall automatically Borrowers may, upon notice to the Administrative Agent, terminate on the Non-Extended Revolving Credit Maturity Date. The Extended Revolving Credit Commitments (other than Incremental Revolving Credit Aggregate Revolver Commitments, which shall automatically terminate the Aggregate WC Interim Commitment or the Aggregate WC Commitments, as provided in the relevant Incremental Assumption Agreement) and the Swingline Commitment shall automatically terminate on the Extended Revolving Credit Maturity Date. The L/C Commitment shall automatically terminate on the earlier to occur of (i) the termination of the Extended Revolving Credit Commitments and (ii) the date that is 30 days prior to the Extended Revolving Credit Maturity Date. (b) Upon at least three Business Days’ prior irrevocable written or fax notice (or telephonic notice promptly confirmed by written notice) to the Agent, the Borrower may, without premium or penalty, at any time in whole permanently terminatecase may be, or from time to time in part permanently reducereduce the Aggregate Revolver Commitments, the Term Loan Commitments Aggregate WC Interim Commitment or the Revolving Credit Aggregate WC Commitments, in each case, of any Class (it being agreed that for purposes of this clause (b), as the Initial Tranche F Term Loan Commitments (as defined in Amendment No. 1) and the Delayed Draw Term F Term Loan Commitments (as defined in Amendment No. 1) shall constitute separate Classescase may be; provided, however, provided that (i) each any such notice shall be received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any such partial reduction of the Term Loan Commitments or the Revolving Credit Commitments of any Class shall be in an integral aggregate amount of $10,000,000 or any whole multiple of $1,000,000 and in a minimum amount of $1,000,000, (ii) the Total Dollar Revolving Credit Commitment shall not be reduced to an amount that is less than the Aggregate Dollar Revolving Credit Exposure at the timeexcess thereof, (iii) the Total Multicurrency Revolving Credit Commitment Borrowers shall not be reduced to an amount that is less than terminate or reduce the Aggregate Multicurrency Revolving Credit Exposure at Revolver Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the timeTotal Revolver Outstandings (other than Revolver L/C Obligations which are Cash Collateralized pursuant to Section 2.14 hereof) would exceed the Aggregate Revolver Commitments, and (iv) the Borrower may condition a notice of termination of all of Borrowers shall not terminate or reduce the Aggregate WC Commitments upon if, after giving effect thereto and to any concurrent prepayments hereunder, the effectiveness of a replacement financing Total WC Outstandings (other than WC L/C Obligations which are Cash Collateralized pursuant to Section 2.14 hereof) would exceed the Aggregate WC Commitments, (v) the Borrowers shall not terminate or reduce the Aggregate WC Interim Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total WC Interim Outstandings (other transaction); provided further that (xthan WC Interim L/C Obligations which are Cash Collateralized pursuant to Section 2.14 hereof) until would exceed the Non-Extended Dollar Revolving Credit Commitments shall have been terminated in full or expired, any reduction in the Dollar Revolving Credit Commitments shall be made ratably between the Non-Extended Dollar Revolving Credit Commitments and the Extended Dollar Revolving Credit Aggregate WC Interim Commitments and (yvi) until the Non-Extended Multicurrency Revolving Credit Commitments shall have been terminated in full or expiredif, after giving effect to any reduction in of the Multicurrency Revolving Credit Commitments shall be made ratably between the Non-Extended Multicurrency Revolving Credit Commitments and the Extended Multicurrency Revolving Credit Aggregate Revolver Commitments; provided, however, that prior to the Non-Extended Revolving Credit Maturity Date, the Borrower may terminate in full (but not in part) the Non-Extended Dollar Revolving Credit Commitments without any concurrent termination of the Extended Dollar Revolving Credit Commitments and the Borrower may terminate in full (but not in part) the Non-Extended Multicurrency Revolving Credit Commitments without any concurrent termination of the Extended Multicurrency Revolving Credit Commitments. (c) Each reduction in the Term Loan Aggregate WC Interim Commitments or the Revolving Aggregate WC Commitments, as applicable, the Alternative Currency Sublimit, the Revolver Letter of Credit Commitments Sublimit, or the Swing Line Sublimit exceeds the amount of the Aggregate Revolver Commitments, the Aggregate WC Interim Commitment or the Aggregate WC Commitments, as applicable, such Sublimit shall be automatically reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of any Class hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments. The Borrower shall pay to the Agent for the account of the applicable Lenders, on the date such notice of termination or reduction of the Commitments Aggregate Revolver Commitments, the Aggregate WC Interim Commitment or Aggregate WC Commitments, as the case may be. The amount of any Classsuch Aggregate Revolver Commitment, all Aggregate WC Interim Commitment or Aggregate WC Commitment, as the case may be, reduction shall not be applied to the Alternative Currency Sublimit or the Revolver Letter of Credit Sublimit unless otherwise specified by the Borrowers. Any reduction of the Aggregate Revolver Commitments, the Aggregate WC Interim Commitments or the Aggregate WC Commitments, as applicable, shall be applied to the WC Commitment, WC Interim Commitment or Revolver Commitment of each Lender, as applicable, according to its Applicable Percentage. All fees accrued and unpaid until the effective date of any termination of the Aggregate Revolver Commitments, Aggregate WC Interim Commitment Fees relating to such Class to but excluding or Aggregate WC Commitments, as the case may be, shall be paid on the effective date of such termination or reductiontermination.

Termination and Reduction of Commitments. (a) The Non-Extended Revolving Credit Unless previously terminated, (i) the Initial Term Loan Commitments shall automatically terminate on the Non-Extended Closing Date (upon funding of the Initial Term Loans), (ii) the Multicurrency Tranche Revolving Credit Maturity Date. The Extended Commitments and Dollar Tranche Revolving Credit Commitments (other than Incremental Revolving Credit Commitments, which shall automatically terminate as provided in the relevant Incremental Assumption Agreement) and the Swingline Commitment shall automatically terminate on the Extended Revolving Credit Maturity Date. The L/C Commitment Termination Date and (iii) the Aggregate Revolving Commitments shall automatically terminate be reduced on the earlier first anniversary of the Closing Date to occur an amount equal to the lesser of (ix) $800,000,000 and (y) the termination Aggregate Revolving Commitments at such time immediately prior to giving effect to this clause (iii), it being understood and agreed that such reduction of the Extended Aggregate Revolving Credit Commitments pursuant to this clause (iii) shall be applied ratably between the Multicurrency Tranche Revolving Commitments and (ii) the date that is 30 days prior to Dollar Tranche Revolving Commitments based on the Extended respective Revolving Credit Maturity Commitments in each Tranche on the first anniversary of the Closing Date. (b) Upon at least three Business Days’ prior irrevocable written or fax notice (or telephonic notice promptly confirmed by written notice) to the Agent, the Borrower may, without premium or penalty, The Company may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Term Loan Commitments or the Revolving Credit Commitments, in each case, of any Class (it being agreed Class; provided that for purposes of this clause (b), the Initial Tranche F Term Loan Commitments (as defined in Amendment No. 1) and the Delayed Draw Term F Term Loan Commitments (as defined in Amendment No. 1) shall constitute separate Classes; provided, however, that (i) each partial reduction of the Term Loan Commitments or the Revolving Credit Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 and in a minimum amount not less than $5,000,000; provided further, that (i) no such termination or reduction of $1,000,000Multicurrency Tranche Revolving Commitments shall be permitted if, after giving effect thereto and to any prepayments of the Multicurrency Tranche Revolving Loans made on the effective date thereof, the Revolving Extensions of Credit of any Multicurrency Tranche Revolving Lender would exceed its Multicurrency Tranche Revolving Commitments, (ii) no such termination or reduction of Dollar Tranche Revolving Commitments shall be permitted if, after giving effect thereto and to any prepayments of the Total Dollar Tranche Revolving Loans and Swingline Loans made on the effective date thereof, the Revolving Extensions of Credit Commitment shall not be reduced to an amount that is less than the Aggregate of any Dollar Tranche Revolving Credit Exposure at the timeLender would exceed its Dollar Tranche Revolving Commitments, (iii) if after giving effect to any reduction of the Total Multicurrency Dollar Tranche Revolving Credit Commitments, the L/C Commitment exceeds the amount of the Dollar Tranche Revolving Commitments, such commitment shall not be automatically reduced to an amount that is less than the Aggregate Multicurrency Revolving Credit Exposure at the timeby such excess, and (iv) the Borrower may condition a notice of termination of all if after giving effect to any reduction of the Commitments upon Dollar Tranche Revolving Commitments, the effectiveness Swingline Commitment exceeds the amount of a replacement financing the Dollar Tranche Revolving Commitments, such commitment shall be automatically reduced by such excess, (or other transaction); provided further that (xv) until the Non-Extended Dollar Revolving Credit Commitments shall have been terminated in full or expired, if after giving effect to any reduction in of the Dollar Aggregate Revolving Credit Commitments, the Alternative Currency Sublimit exceeds the amount of the Aggregate Revolving Commitments, such sublimit shall be automatically reduced by such excess and (vi) no such termination or reduction of any Revolving Commitments shall be permitted if, after giving effect thereto and to any prepayments of the Revolving Loans and Swingline Loans made ratably between on the Non-Extended Dollar effective date thereof, the sum of the total Revolving Credit Commitments and Exposures denominated in an Alternative Currency exceeds the Extended Dollar Revolving Credit Commitments and (y) until the Non-Extended Multicurrency Revolving Credit Commitments shall have been terminated in full or expired, any reduction in the Multicurrency Revolving Credit Commitments shall be made ratably between the Non-Extended Multicurrency Revolving Credit Commitments and the Extended Multicurrency Revolving Credit Commitments; provided, however, that prior to the Non-Extended Revolving Credit Maturity Date, the Borrower may terminate in full (but not in part) the Non-Extended Dollar Revolving Credit Commitments without any concurrent termination of the Extended Dollar Revolving Credit Commitments and the Borrower may terminate in full (but not in part) the Non-Extended Multicurrency Revolving Credit Commitments without any concurrent termination of the Extended Multicurrency Revolving Credit CommitmentsAlternative Currency Sublimit. (c) Each reduction in The Company shall notify the Term Loan Commitments or the Revolving Credit Commitments Administrative Agent of any Class hereunder election to terminate or reduce the Commitments under paragraph (b) of this Section 2.09 by 11:00 a.m. at least five Business Days prior to the effective date of such termination or reduction, specifying the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall be made ratably among advise the Lenders in accordance with their respective applicable Commitments. The Borrower shall pay to the Agent for the account of the applicable Lenders, on Class of the date of contents thereof. Each notice delivered by the Company pursuant to this Section 2.09 shall be irrevocable. Any termination or reduction of the Commitments of any ClassClass shall be permanent. A notice of termination of the Commitments delivered by the Company may state that such notice is conditioned upon the effectiveness of other credit facilities being funded, all accrued and unpaid Commitment Fees relating the occurrence of a Specified Transaction or other contingent event, in which case such notice may be revoked by the Company (by notice to the Administrative Agent on or prior to the specified effective date) if such Class to but excluding the date of such termination or reductioncondition is not satisfied.

Termination and Reduction of Commitments. (a) The Non-Extended Unless previously terminated, (i) the Initial Term Loan Commitments on the Closing Date shall automatically terminate upon the making of the Initial Term Loans on the Closing Date, (ii) the Initial Revolving Credit Commitments shall automatically terminate on the Non-Extended Initial Revolving Credit Maturity Date. The Extended , (iii) the Additional Term Loan Commitments of any Class shall automatically terminate upon the making of the Additional Term Loans of such Class and, if any such Additional Term Loan Commitment is not drawn on the date that such Additional Term Loan Commitment is required to be drawn pursuant to the applicable Refinancing Amendment, Extension Amendment or Incremental Facility Amendment, the undrawn amount thereof shall automatically terminate and (iv) the Additional Revolving Credit Commitments (other than Incremental Revolving Credit Commitments, which shall automatically terminate as provided in the relevant Incremental Assumption Agreement) and the Swingline Commitment of any Class shall automatically terminate on the Extended Revolving Credit Maturity Date. The L/C Commitment shall automatically terminate on Date specified therefor in the earlier to occur of (i) the termination of the Extended Revolving Credit Commitments and (ii) the date that is 30 days prior to the Extended Revolving Credit Maturity Dateapplicable Refinancing Amendment, Extension Amendment or Incremental Facility Amendment, as applicable. (b) Upon at least three Business Days’ prior irrevocable written or fax delivery of the notice (or telephonic notice promptly confirmed required by written notice) to the AgentSection 2.09(c), the Borrower may, without premium or penalty, may at any time in whole permanently terminate, terminate or from time to time in part permanently reduce, the Term Loan Commitments or reduce the Revolving Credit Commitments, in each case, Commitments of any Class (it being agreed that for purposes of this clause (b), the Initial Tranche F Term Loan Commitments (as defined in Amendment No. 1) and the Delayed Draw Term F Term Loan Commitments (as defined in Amendment No. 1) shall constitute separate ClassesClass; provided, however, provided that (i) each partial reduction of the Term Loan Commitments or the Revolving Credit Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 and in a minimum amount of not less than $1,000,000, 1,000,000 and (ii) the Total Dollar Revolving Credit Commitment Borrower shall not be reduced to an amount that is less than the Aggregate Dollar Revolving Credit Exposure at the time, (iii) the Total Multicurrency Revolving Credit Commitment shall not be reduced to an amount that is less than the Aggregate Multicurrency Revolving Credit Exposure at the time, and (iv) the Borrower may condition a notice of termination of all of the Commitments upon the effectiveness of a replacement financing (terminate or other transaction); provided further that (x) until the Non-Extended Dollar Revolving Credit Commitments shall have been terminated in full or expired, any reduction in the Dollar Revolving Credit Commitments shall be made ratably between the Non-Extended Dollar Revolving Credit Commitments and the Extended Dollar Revolving Credit Commitments and (y) until the Non-Extended Multicurrency Revolving Credit Commitments shall have been terminated in full or expired, any reduction in the Multicurrency Revolving Credit Commitments shall be made ratably between the Non-Extended Multicurrency Revolving Credit Commitments and the Extended Multicurrency Revolving Credit Commitments; provided, however, that prior to the Non-Extended Revolving Credit Maturity Date, the Borrower may terminate in full (but not in part) the Non-Extended Dollar Revolving Credit Commitments without any concurrent termination of the Extended Dollar Revolving Credit Commitments and the Borrower may terminate in full (but not in part) the Non-Extended Multicurrency Revolving Credit Commitments without any concurrent termination of the Extended Multicurrency Revolving Credit Commitments. (c) Each reduction in the Term Loan Commitments or reduce the Revolving Credit Commitments of any Class hereunder shall be made ratably among if, after giving effect to any concurrent prepayment of Revolving Loans, Swingline Loans and/or the Lenders in accordance provision of Letter of Credit Support with their respective applicable Commitments. The Borrower shall pay respect to any outstanding Letter of Credit, the aggregate amount of the Revolving Credit Exposure attributable to the Agent for Revolving Credit Commitments of such Class would exceed the account aggregate amount of the applicable LendersRevolving Credit Commitments of such Class; provided that, on after the date establishment of any Class of Additional Revolving Credit Commitments, any such termination or reduction of the Revolving Credit Commitments of any ClassClass shall be subject to the provisions set forth in Section 2.22, all accrued and unpaid 2.23 and/or 9.02, as applicable. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce any Revolving Credit Commitment Fees relating under paragraph (b) of this Section in writing at least three Business Days prior to such Class to but excluding the effective date of such termination or reduction (or such later date to which the Administrative Agent may agree), specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Revolving Lenders of each applicable Class of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that any such notice may state that it is conditioned upon the effectiveness of other transactions or other events, in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of any Revolving Credit Commitment pursuant to this Section 2.09 shall be permanent. Upon any reduction of any Revolving Credit Commitment, the Revolving Credit Commitment of each Revolving Lender of the relevant Class shall be reduced by such Revolving Lender’s Applicable Percentage of the amount of such reduction.

Termination and Reduction of Commitments. (a) The Non-Extended Revolving Credit Unless previously terminated, the Commitments shall automatically terminate on the Non-Extended Revolving Credit Maturity Date. The Extended Revolving Credit Commitments (other than Incremental Revolving Credit Commitments, which shall automatically terminate as provided in the relevant Incremental Assumption Agreement) and the Swingline Commitment shall automatically terminate on the Extended Revolving Credit Maturity Date. The L/C Commitment shall automatically terminate on the earlier to occur of (i) the termination of the Extended Revolving Credit Commitments and (ii) the date that is 30 days prior to the Extended Revolving Credit Maturity Date. (b) Upon at least three Business Days’ prior irrevocable written or fax notice (or telephonic notice promptly confirmed by written notice) to the Agent, the The Borrower may, without premium or penalty, may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Term Loan Commitments or the Revolving Credit Commitments, in each case, of any Class (it being agreed that for purposes of this clause (b), the Initial Tranche F Term Loan Commitments (as defined in Amendment No. 1) and the Delayed Draw Term F Term Loan Commitments (as defined in Amendment No. 1) shall constitute separate Classes; provided, however, provided that (i) each partial reduction of the Term Loan Commitments or the Revolving Credit Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 and in a minimum amount of not less than $1,000,000, 10,000,000 and (ii) the Total Dollar Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.09, the total Revolving Credit Commitment shall not be reduced to an amount that is less than Exposures would exceed the Aggregate Dollar Revolving Credit Exposure at the time, (iii) the Total Multicurrency Revolving Credit Commitment shall not be reduced to an amount that is less than the Aggregate Multicurrency Revolving Credit Exposure at the time, and (iv) the Borrower may condition a notice of termination of all of the Commitments upon the effectiveness of a replacement financing (or other transaction); provided further that (x) until the Non-Extended Dollar Revolving Credit Commitments shall have been terminated in full or expired, any reduction in the Dollar Revolving Credit Commitments shall be made ratably between the Non-Extended Dollar Revolving Credit Commitments and the Extended Dollar Revolving Credit Commitments and (y) until the Non-Extended Multicurrency Revolving Credit Commitments shall have been terminated in full or expired, any reduction in the Multicurrency Revolving Credit Commitments shall be made ratably between the Non-Extended Multicurrency Revolving Credit Commitments and the Extended Multicurrency Revolving Credit Commitments; provided, however, that prior to the Non-Extended Revolving Credit Maturity Date, the Borrower may terminate in full (but not in part) the Non-Extended Dollar Revolving Credit Commitments without any concurrent termination of the Extended Dollar Revolving Credit Commitments and the Borrower may terminate in full (but not in part) the Non-Extended Multicurrency Revolving Credit Commitments without any concurrent termination of the Extended Multicurrency Revolving Credit total Commitments. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof, 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. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Any termination or reduction of the Commitments shall be permanent. Each reduction in of the Term Loan Commitments or the Revolving Credit Commitments of any Class hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments. . (d) The Borrower shall pay may terminate the unused amount of the Commitment of a Defaulting Lender upon not less than three (3) Business Days’ prior notice to the Administrative Agent (which will promptly notify the Lenders thereof), and in such event the provisions of Section 2.13(b) will apply to all amounts thereafter paid by the Borrower for the account of the applicable Lenderssuch Defaulting Lender under this Agreement (whether on account of principal, on the date of interest, fees, indemnity or other amounts), provided that such termination will not be deemed to be a waiver or reduction of the Commitments release of any Classclaim the Borrower, all accrued and unpaid Commitment Fees relating to the Administrative Agent or any Lender may have against such Class to but excluding the date of such termination or reductionDefaulting Lender.

Termination and Reduction of Commitments. (a) The Non-Extended Revolving Credit Unless previously terminated, the Commitments shall automatically terminate on the Non-Extended Revolving Credit Maturity Date. The Extended Revolving Credit Commitments (other than Incremental Revolving Credit Commitments, which shall automatically terminate as provided in the relevant Incremental Assumption Agreement) and the Swingline Commitment shall automatically terminate on the Extended Revolving Credit Maturity Date. The L/C Commitment shall automatically terminate on the earlier to occur of (i) the termination of the Extended Revolving Credit Commitments and (ii) the date that is 30 days prior to the Extended Revolving Credit Maturity Date. (b) Upon at least three Business Days’ prior irrevocable written or fax notice (or telephonic notice promptly confirmed by written notice) to the Agent, the The Borrower may, without premium or penalty, may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Term Loan Commitments or the Revolving Credit Commitments, in each case, of any Class (it being agreed that for purposes of this clause (b), the Initial Tranche F Term Loan Commitments (as defined in Amendment No. 1) and the Delayed Draw Term F Term Loan Commitments (as defined in Amendment No. 1) shall constitute separate Classes; provided, however, provided that (i) each partial reduction of the Term Loan Commitments or the Revolving Credit Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 and in a minimum amount of not less than $1,000,000, 10,000,000 and (ii) the Total Dollar Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.11, the sum of the Revolving Credit Commitment shall not be reduced to an amount that is less than Exposures would exceed the Aggregate Dollar Revolving Credit Exposure at the time, (iii) the Total Multicurrency Revolving Credit Commitment shall not be reduced to an amount that is less than the Aggregate Multicurrency Revolving Credit Exposure at the time, and (iv) the Borrower may condition a notice of termination of all of the Commitments upon the effectiveness of a replacement financing (or other transaction); provided further that (x) until the Non-Extended Dollar Revolving Credit Commitments shall have been terminated in full or expired, any reduction in the Dollar Revolving Credit Commitments shall be made ratably between the Non-Extended Dollar Revolving Credit Commitments and the Extended Dollar Revolving Credit Commitments and (y) until the Non-Extended Multicurrency Revolving Credit Commitments shall have been terminated in full or expired, any reduction in the Multicurrency Revolving Credit Commitments shall be made ratably between the Non-Extended Multicurrency Revolving Credit Commitments and the Extended Multicurrency Revolving Credit Commitments; provided, however, that prior to the Non-Extended Revolving Credit Maturity Date, the Borrower may terminate in full (but not in part) the Non-Extended Dollar Revolving Credit Commitments without any concurrent termination of the Extended Dollar Revolving Credit Commitments and the Borrower may terminate in full (but not in part) the Non-Extended Multicurrency Revolving Credit Commitments without any concurrent termination of the Extended Multicurrency Revolving Credit total Commitments. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the 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. Any termination or reduction of the Commitments shall be permanent. Each reduction in of the Term Loan Commitments or the Revolving Credit Commitments of any Class hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments. (d) If, as of any first quarter end occurring after the last day of the second Loan Year, or any quarter end thereafter, Consolidated Tangible Net Worth on any such date of determination shall be less than $175,000,000, then the Commitments shall be automatically reduced (and each Lender’s Commitment shall be reduced on a pro rata basis) such that following such reduction the ratio of the Consolidated Tangible Net Worth to $175,000,000 is the same as the ratio of the reduced total Commitments to the amount of the Commitments prior to such reduction. The If such reduction causes the sum of the Revolving Credit Exposures to exceed the total Commitments, then the Borrower shall pay to within five (5) days after the Agent for the account of the applicable Lenders, on the date of termination or reduction of the Commitments based on the delivery of any Classthe financial statement, all accrued and unpaid Commitment Fees relating prepay Loans and/or cash collateralize the LC Exposure in an aggregate amount equal to such Class to but excluding the date of such termination or reductionexcess.

Termination and Reduction of Commitments. (a) The Non-Extended Revolving Credit Commitments shall automatically terminate on the Non-Extended Revolving Credit Maturity Date. The Extended Revolving Credit Commitments (other than Incremental Revolving Credit CommitmentsUnless previously terminated, which shall automatically terminate as provided in the relevant Incremental Assumption Agreement) and the Swingline Commitment shall automatically terminate on the Extended Revolving Credit Maturity Date. The L/C Commitment shall automatically terminate on the earlier to occur of (i) the termination of Tranche B Commitments shall terminate at 5:00 p.m., New York City time, on the Extended Revolving Credit Commitments Effective Date and (ii) the date that is 30 days prior to Revolving Commitments shall terminate on the Extended Revolving Credit Maturity Date. (b) Upon at least three Business Days’ prior irrevocable written or fax notice (or telephonic notice promptly confirmed by written notice) to the Agent, the The Borrower may, without premium or penalty, may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Term Loan Commitments or the Revolving Credit Commitments, in each case, of any Class (it being agreed that for purposes of this clause (b)Class, the Initial Tranche F Term Loan Commitments (as defined in Amendment No. 1) and the Delayed Draw Term F Term Loan Commitments (as defined in Amendment No. 1) shall constitute separate Classes; provided, however, provided that (i) each partial reduction of the Term Loan Commitments or the Revolving Credit Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 and in a minimum amount of not less than $1,000,000, 5,000,000 and (ii) the Total Dollar Revolving Credit Commitment Borrower shall not be reduced terminate or reduce the Revolving Commitments if, after giving effect to an amount that is less than the Aggregate Dollar Revolving Credit Exposure at the time, (iii) the Total Multicurrency Revolving Credit Commitment shall not be reduced to an amount that is less than the Aggregate Multicurrency Revolving Credit Exposure at the time, and (iv) the Borrower may condition a notice of termination of all any concurrent prepayment of the Commitments upon Revolving Loans in accordance with Section 2.11, the effectiveness of a replacement financing aggregate Revolving Exposures (or other transaction); provided further that (x) until the Non-Extended Dollar Revolving Credit Commitments shall have been terminated in full or expiredexcluding, any reduction in the Dollar Revolving Credit Commitments shall be made ratably between the Non-Extended Dollar Revolving Credit Commitments and the Extended Dollar Revolving Credit Commitments and (y) until the Non-Extended Multicurrency Revolving Credit Commitments shall have been terminated in full or expired, case of any reduction in the Multicurrency Revolving Credit Commitments shall be made ratably between the Non-Extended Multicurrency Revolving Credit Commitments and the Extended Multicurrency Revolving Credit Commitments; provided, however, that prior to the Non-Extended Revolving Credit Maturity Date, the Borrower may terminate in full (but not in part) the Non-Extended Dollar Revolving Credit Commitments without any concurrent termination of the Extended Dollar Revolving Commitments, the portion of the Revolving Exposures attributable to outstanding Letters of Credit Commitments if and to the extent that the Borrower has made arrangements satisfactory to the Administrative Agent and the Borrower may terminate in full (but not in partIssuing Bank with respect to such Letters of Credit and the Issuing Bank has released the Revolving Lenders from their participation obligations with respect to such Letters of Credit) would exceed the Non-Extended Multicurrency aggregate Revolving Credit Commitments without any concurrent termination of the Extended Multicurrency Revolving Credit Commitments. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each reduction in notice delivered by the Term Loan Commitments or Borrower pursuant to this Section shall be irrevocable, provided that a notice of termination of the Revolving Credit Commitments of any Class hereunder delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of proceeds from the issuance of other Indebtedness, 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. 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 applicable Commitments. The Borrower shall pay to the Agent for the account of the applicable Lenders, on the date of termination or reduction of the Commitments of any such Class, all accrued and unpaid Commitment Fees relating to such Class to but excluding the date of such termination or reduction.

Termination and Reduction of Commitments. (a) The NonTranche A Commitments (other than any Incremental Term Loan Commitments, which shall terminate as provided in the related Incremental Assumption Agreement) shall be reduced dollar-Extended Revolving Credit Commitments for-dollar by the aggregate principal amount of the Tranche A Loans made and, if not earlier terminated or reduced to zero, shall automatically terminate on the Non-Extended Revolving Credit Maturity Delayed Draw Termination Date. The Extended Revolving Credit Commitments (other than any Incremental Revolving Credit Commitments, which shall automatically terminate as provided in the relevant related Incremental Assumption Agreement) and the N.Z. Swingline Commitment Commitments shall automatically terminate on the Extended Revolving Credit Maturity Date. The L/C Commitment Commitments shall automatically terminate on the earlier to occur of (i) the termination of the Extended Revolving Credit Commitments and (ii) the date that is 30 five (5) days prior to the Extended Revolving Credit Maturity Date. (b) Upon at least three Business Days’ prior irrevocable written or fax notice (or telephonic telephone notice promptly confirmed by a written notice) to the Administrative Agent, the a Borrower may, without premium or penalty, at any time in whole permanently terminate, or from time to time in part permanently reduce, the Term Loan Commitments or the Revolving Credit Commitments, in each case, Commitments of any Class (it being agreed that for purposes of this clause (b), the Initial Tranche F Term Loan Commitments (as defined in Amendment No. 1) and the Delayed Draw Term F Term Loan Commitments (as defined in Amendment No. 1) shall constitute separate ClassesClass; provided, however, that (i) each partial reduction of the Term Loan Commitments or the Revolving Credit Commitments of any Class shall be in an integral multiple of $1,000,000 the Borrowing Multiple and in a minimum amount of $1,000,000equal to the Borrowing Minimum, (ii) the Total Dollar Domestic Revolving Credit Commitment shall not be reduced to an amount that is less than the sum of the Aggregate Domestic Revolving Credit Exposure and the Aggregate Competitive Loan Exposure at the time, (iii) the Total U.K. Revolving Credit Commitment shall not be reduced to an amount that is less than the Aggregate Dollar U.K. Revolving Credit Exposure at the time, time and (iiiiv) the Total Multicurrency Revolving Credit Commitment shall not be reduced to an amount that is less than the Aggregate Multicurrency Revolving Credit Exposure at the time, and (iv) the Borrower may condition a notice of termination of all of the Commitments upon the effectiveness of a replacement financing (or other transaction); provided further that (x) until the Non-Extended Dollar Revolving Credit Commitments shall have been terminated in full or expired, any reduction in the Dollar Revolving Credit Commitments shall be made ratably between the Non-Extended Dollar Revolving Credit Commitments and the Extended Dollar Revolving Credit Commitments and (y) until the Non-Extended Multicurrency Revolving Credit Commitments shall have been terminated in full or expired, any reduction in the Multicurrency Revolving Credit Commitments shall be made ratably between the Non-Extended Multicurrency Revolving Credit Commitments and the Extended Multicurrency Revolving Credit Commitments; provided, however, that prior to the Non-Extended Revolving Credit Maturity Date, the Borrower may terminate in full (but not in part) the Non-Extended Dollar Revolving Credit Commitments without any concurrent termination of the Extended Dollar Revolving Credit Commitments and the Borrower may terminate in full (but not in part) the Non-Extended Multicurrency Revolving Credit Commitments without any concurrent termination of the Extended Multicurrency Revolving Credit Commitments. (c) Each reduction in the Term Loan Commitments or the Revolving Credit Commitments of any Class hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments. The Borrower applicable Borrowers shall pay to the Administrative Agent for the account of the applicable Lenders, on the date of each termination or reduction reduction, the Facility Fees on the amount of the Commitments of any Class, all so terminated or reduced accrued and unpaid Commitment Fees relating to such Class to but excluding the date of such termination or reduction. (d) Reductions and terminations of any Other Revolving Credit Commitments shall be as provided for in the applicable Loan Modification Agreement.

Termination and Reduction of Commitments. (a) The Non-Extended Revolving Credit Unless previously terminated, the Aggregate Commitments shall automatically terminate on the Non-Extended Revolving Credit Maturity Date. The Extended Revolving Credit Commitments (other than Incremental Revolving Credit Commitments, which shall automatically terminate as provided in the relevant Incremental Assumption Agreement) and the Swingline Commitment shall automatically terminate on the Extended Revolving Credit Maturity Date. The L/C Commitment shall automatically terminate on the earlier to occur of (i) November 30, 2011 if the termination of the Extended Revolving Credit Commitments Effective Date has not occurred on or before such date and (ii) the date that is 30 days prior to the Extended Revolving Credit Maturity Date. (b) Upon at least three Business Days’ prior irrevocable written or fax notice (or telephonic notice promptly confirmed by written notice) to the Agent, the The Borrower may, without premium or penalty, may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Term Loan Aggregate Commitments or the Revolving Letter of Credit Commitments, in each case, of any Class (it being agreed that for purposes of this clause (b), the Initial Tranche F Term Loan Commitments (as defined in Amendment No. 1) and the Delayed Draw Term F Term Loan Commitments (as defined in Amendment No. 1) shall constitute separate Classes; provided, however, provided that (i) each partial reduction of the Term Loan Aggregate Commitments or the Revolving Letter of Credit Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 and in a minimum amount of not less than $1,000,0005,000,000, (ii) the Total Dollar Revolving Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.11, the sum of the Credit Exposures would exceed the Aggregate Commitments, (iii) the Borrower shall not terminate or reduce the Letter of Credit Commitments if the LC Exposure would exceed the Letter of Credit Commitments, as so reduced, (iv) the amount of the Letter of Credit Commitment of any Issuing Bank shall not be reduced to an amount that which is less than the Aggregate Dollar Revolving aggregate amount of LC Exposure in respect of all Letters of Credit Exposure at the time, issued or deemed issued by such Issuing Bank; and (iiiv) the Total Multicurrency Revolving Credit Commitment Aggregate Commitments shall not be reduced to an amount that which is less than the Aggregate Multicurrency Revolving aggregate amount of the Letter of Credit Exposure Commitments, unless the Letter of Credit Commitments are correspondingly reduced at the same time. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Aggregate Commitments or the Letter of Credit Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and (iv) 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 may condition pursuant to this Section shall be irrevocable; provided that a notice of termination of all the Aggregate Commitments or the Letter of Credit Commitments delivered by the Commitments Borrower may state that such notice is conditioned upon the effectiveness of a replacement financing other credit facilities or another event, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or other transaction); provided further that (xprior to the specified effective date) until if such condition is not satisfied. Any termination or reduction of the Non-Extended Dollar Revolving Credit Aggregate Commitments shall have been terminated in full or expired, any reduction in the Dollar Revolving Letter of Credit Commitments shall be made ratably between permanent; provided that nothing in this provision shall effect the Non-Extended Dollar Revolving Borrower’s ability to increase the Letter of Credit Commitments and the Extended Dollar Revolving Credit Commitments and (y) until the Non-Extended Multicurrency Revolving Credit Commitments shall have been terminated in full or expired, any pursuant to Section 2.01(c)(iii). Each reduction in the Multicurrency Revolving Credit Commitments shall be made ratably between the Non-Extended Multicurrency Revolving Credit Commitments and the Extended Multicurrency Revolving Credit Commitments; provided, however, that prior to the Non-Extended Revolving Credit Maturity Date, the Borrower may terminate in full (but not in part) the Non-Extended Dollar Revolving Credit Commitments without any concurrent termination of the Extended Dollar Revolving Credit Aggregate Commitments and the Borrower may terminate in full (but not in part) the Non-Extended Multicurrency Revolving Credit Commitments without any concurrent termination of the Extended Multicurrency Revolving Credit Commitments. (c) Each reduction in the Term Loan Commitments or the Revolving Credit Commitments of any Class hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments, except as provided in clause (d) below. Each reduction of the Letter of Credit Commitments being made in conjunction with a reduction of the Aggregate Commitments pursuant to Section 2.09(b)(v) above shall be made ratably among the Issuing Banks in accordance with their respective Letter of Credit Commitments. (d) The Borrower shall pay may terminate the unused amount of the Commitment and Letter of Credit Commitment of a Defaulting Lender upon one Business Day’s prior notice to the Administrative Agent for (which will promptly notify the account Lenders thereof), provided that such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, the Issuing Banks or any Lender may have against such Defaulting Lender. (e) Notwithstanding the foregoing, all of the applicable Lenders, on provisions of the date of Loan Documents which by their terms survive termination or reduction of the Commitments of any Classthe Borrower, all accrued including, without limitation, those provisions set forth in Section 9.06, shall survive and unpaid Commitment Fees relating to such Class to not be deemed terminated, but excluding the date of such termination or reductionshall remain in full force and effect.

Termination and Reduction of Commitments. (a) The Non-Extended Revolving Credit Unless previously terminated, all Commitments shall automatically terminate on the Non-Extended Revolving Credit Maturity Date. The Extended Revolving Credit Commitments (other than Incremental Revolving Credit Commitments, which shall automatically terminate as provided in the relevant Incremental Assumption Agreement) and the Swingline Commitment shall automatically terminate on the Extended Revolving Credit Maturity Date. The L/C Commitment shall automatically terminate on the earlier to occur of (i) the termination of the Extended Revolving Credit Commitments and (ii) the date that is 30 days prior to the Extended Revolving Credit Maturity Date. (b) Upon at least three Business Days’ prior irrevocable written or fax notice (or telephonic notice promptly confirmed by written notice) to the Agent, the The Borrower may, without premium or penalty, may at any time in whole permanently terminate, or from time to time in part permanently reduce, terminate the Term Loan Commitments or the Revolving Credit Commitments, in each case, of any Class (it being agreed that for purposes of this clause (b), the Initial Tranche F Term Loan Commitments (as defined in Amendment No. 1) and the Delayed Draw Term F Term Loan Commitments (as defined in Amendment No. 1) shall constitute separate Classes; provided, however, that upon (i) each partial reduction the payment in full of the Term Loan Commitments or the Revolving Credit Commitments all outstanding Loans, together with accrued and unpaid interest thereon and on any Letters of any Class shall be in an integral multiple of $1,000,000 and in a minimum amount of $1,000,000Credit, (ii) the Total Dollar Revolving cancellation and return of all outstanding Letters of Credit Commitment shall not be reduced (or alternatively, with respect to an amount that is less than each such Letter of Credit, the Aggregate Dollar Revolving Credit Exposure furnishing to the Administrative Agent of a cash deposit (or at the timediscretion of the Administrative Agent a back up standby letter of credit satisfactory to the Administrative Agent) equal to 105% of the aggregate undrawn amount of all outstanding Letters of Credit as of such date), (iii) the Total Multicurrency Revolving Credit Commitment shall not be reduced to an amount that is less than payment in full of the Aggregate Multicurrency Revolving Credit Exposure at the timeaccrued and unpaid fees, and (iv) the payment in full of all reimbursable expenses and other Obligations (other than Unliquidated Obligations) together with accrued and unpaid interest thereon. (c) The Borrower may condition from time to time reduce the Revolving Commitments; provided that (i) each reduction of the Revolving Commitments shall be in an amount that is an integral multiple of $1,000,000, and (ii) the Borrower shall not reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.10, the sum of the Revolving Exposures would exceed the aggregate Revolving Commitments. (d) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) or (c) of this Section at least two Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of all of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of a replacement financing (other credit facilities or other transaction); provided further that refinancing, in which case such notice may be revoked by the Borrower (xby notice to the Administrative Agent on or prior to the specified effective date) until if such condition is not satisfied. Any termination or reduction of the Non-Extended Dollar Revolving Credit Commitments shall have been terminated in full or expired, any reduction in the Dollar Revolving Credit Commitments shall be made ratably between the Non-Extended Dollar Revolving Credit Commitments and the Extended Dollar Revolving Credit Commitments and (y) until the Non-Extended Multicurrency Revolving Credit Commitments shall have been terminated in full or expired, any permanent. Each reduction in the Multicurrency Revolving Credit Commitments shall be made ratably between the Non-Extended Multicurrency Revolving Credit Commitments and the Extended Multicurrency Revolving Credit Commitments; provided, however, that prior to the Non-Extended Revolving Credit Maturity Date, the Borrower may terminate in full (but not in part) the Non-Extended Dollar Revolving Credit Commitments without any concurrent termination of the Extended Dollar Revolving Credit Commitments and the Borrower may terminate in full (but not in part) the Non-Extended Multicurrency Revolving Credit Commitments without any concurrent termination of the Extended Multicurrency Revolving Credit Commitments. (c) Each reduction in the Term Loan Commitments or the Revolving Credit Commitments of any Class hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments. The Borrower shall pay to the Agent for the account of the applicable Lenders, on the date of termination or reduction of the Commitments of any Class, all accrued and unpaid Commitment Fees relating to such Class to but excluding the date of such termination or reduction.

Termination and Reduction of Commitments. (a) The Non-Extended Revolving Credit Commitments shall automatically terminate on the Non-Extended Revolving Credit Maturity Date. The Extended Revolving Credit Commitments (other than Incremental Revolving Credit CommitmentsUnless previously terminated, which shall automatically terminate as provided in the relevant Incremental Assumption Agreement) and the Swingline Commitment shall automatically terminate on the Extended Revolving Credit Maturity Date. The L/C Commitment shall automatically terminate on the earlier to occur of (i) the termination of Tranche A Commitments and Tranche B Commitments shall terminate at 5:00 p.m., New York City time, on the Extended Revolving Credit Commitments Effective Date and (ii) the date that is 30 days prior to Revolving Commitments shall terminate on the Extended Revolving Credit Maturity Date. (b) Upon at least three Business Days’ prior irrevocable written or fax notice (or telephonic notice promptly confirmed by written notice) to the Agent, the The Parent Borrower may, without premium or penalty, may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Term Loan Commitments or the Revolving Credit Commitments, in each case, of any Class (it being agreed that for purposes of this clause (b)Class, the Initial Tranche F Term Loan Commitments (as defined in Amendment No. 1) and the Delayed Draw Term F Term Loan Commitments (as defined in Amendment No. 1) shall constitute separate Classes; provided, however, provided that (i) each partial reduction of the Term Loan Commitments or the Revolving Credit Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 and in a minimum amount of not less than $1,000,000, 5,000,000 and (ii) the Total Dollar Revolving Credit Commitment Parent Borrower shall not be reduced to an amount that is less than the Aggregate Dollar Revolving Credit Exposure at the time, terminate or reduce (iiiA) the Total Multicurrency Domestic Revolving Credit Commitment shall not be reduced Commitments if, after giving effect to an amount that is less than the Aggregate Multicurrency Revolving Credit Exposure at the time, and (iv) the Borrower may condition a notice of termination of all any concurrent prepayment of the Domestic Revolving Loans in accordance with Section 2.11, the sum of the Domestic Revolving Exposures would exceed the total Domestic Revolving Commitments upon the effectiveness of a replacement financing or (or other transaction); provided further that (xB) until the Non-Extended Dollar Revolving Credit Commitments shall have been terminated in full or expired, any reduction in the Dollar Revolving Credit Commitments shall be made ratably between the Non-Extended Dollar Revolving Credit Commitments and the Extended Dollar Revolving Credit Commitments and (y) until the Non-Extended Multicurrency Revolving Credit Commitments shall have been terminated in full or expired, any reduction in the Multicurrency Revolving Credit Commitments shall be made ratably between if, after giving effect to any concurrent prepayment of the Non-Extended Multicurrency Revolving Credit Commitments and Loans in accordance with Section 2.11, the Extended sum of the Multicurrency Revolving Credit Commitments; provided, however, that prior to Exposures would exceed the Non-Extended Revolving Credit Maturity Date, the Borrower may terminate in full (but not in part) the Non-Extended Dollar Revolving Credit Commitments without any concurrent termination of the Extended Dollar Revolving Credit Commitments and the Borrower may terminate in full (but not in part) the Non-Extended total Multicurrency Revolving Credit Commitments without any concurrent termination of the Extended Multicurrency Revolving Credit Commitments. (c) The Parent Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each reduction in notice delivered by the Term Loan Commitments or Parent Borrower pursuant to this Section shall be irrevocable, provided that a notice of termination of the Revolving Credit Commitments delivered by the Parent 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 Parent Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class hereunder shall be permanent. Each reduction of the Commitments of any 51 45 Class shall be made ratably among the Lenders in accordance with their respective applicable Commitments. The Borrower shall pay to the Agent for the account of the applicable Lenders, on the date of termination or reduction of the Commitments of any such Class, all accrued and unpaid Commitment Fees relating to such Class to but excluding the date of such termination or reduction.

Termination and Reduction of Commitments. (a) The Non-Extended Revolving Credit Unless previously terminated, the Term Commitments shall automatically terminate at 11:59 p.m., New York City time, on the Non-Extended Revolving Credit Maturity Effective Date. The Extended Revolving Credit Commitments (other than Incremental Revolving Credit Commitmentsshall terminate at 11:59 p.m., which shall automatically terminate as provided in the relevant Incremental Assumption Agreement) and the Swingline Commitment shall automatically terminate New York City time, on the Extended Revolving Credit Maturity Date. The L/C Commitment shall automatically terminate on the earlier to occur of (i) the termination of the Extended Revolving Credit Commitments and (ii) the date that is 30 days prior to the Extended Revolving Credit Maturity Date. (b) Upon at least three Business Days’ prior irrevocable written or fax notice (or telephonic notice promptly confirmed by written notice) to the Agent, the The Borrower may, without premium or penalty, may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Term Loan Commitments or the Revolving Credit Commitments, in each case, of any Class (it being agreed that for purposes of this clause (b), the Initial Tranche F Term Loan Commitments (as defined in Amendment No. 1) and the Delayed Draw Term F Term Loan Commitments (as defined in Amendment No. 1) shall constitute separate ClassesClass; provided, however, provided that (i) each partial reduction of the Term Loan Commitments or the Revolving Credit Commitments of any Class shall be in an amount that is an integral multiple of $500,000 and not less than $1,000,000 and in a minimum amount of $1,000,000, (ii) the Total Dollar Revolving Credit Commitment Borrower shall not be reduced terminate or reduce the Revolving Commitments if, after giving effect to an amount that is less than any concurrent prepayment of the Aggregate Dollar Revolving Credit Exposure Loans in accordance with Section 2.11, the aggregate Revolving Exposures would exceed the aggregate Revolving Commitments. The Borrower may terminate the Commitments of any Defaulting Lending on a non-pro rata basis upon notice to the Administrative Agent. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least one Business Day prior to the timeeffective date of such termination or reduction, (iii) specifying such election and the Total Multicurrency Revolving Credit Commitment effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall not be reduced to an amount that is less than advise the Aggregate Multicurrency Revolving Credit Exposure at Lenders of the time, and (iv) contents thereof. Each notice delivered by the Borrower may condition pursuant to this Section shall be irrevocable; provided that a notice of termination of all of the Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of a replacement financing other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or condition, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or other transaction); provided further that (x) until the Non-Extended Dollar Revolving Credit Commitments shall have been terminated in full or expired, any reduction in the Dollar Revolving Credit Commitments shall be made ratably between the Non-Extended Dollar Revolving Credit Commitments and the Extended Dollar Revolving Credit Commitments and (y) until the Non-Extended Multicurrency Revolving Credit Commitments shall have been terminated in full or expired, any reduction in the Multicurrency Revolving Credit Commitments shall be made ratably between the Non-Extended Multicurrency Revolving Credit Commitments and the Extended Multicurrency Revolving Credit Commitments; provided, however, that prior to the Non-Extended Revolving Credit Maturity Date, the Borrower may terminate in full (but specified effective date of termination) if such condition is not in part) the Non-Extended Dollar Revolving Credit Commitments without any concurrent satisfied. Any termination or reduction of the Extended Dollar Revolving Credit Commitments and the Borrower may terminate in full (but not in part) the Non-Extended Multicurrency Revolving Credit Commitments without any concurrent termination of the Extended Multicurrency Revolving Credit Commitments. (c) Each reduction in the Term Loan Commitments or the Revolving Credit Commitments of any Class hereunder shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective applicable Commitments. The Borrower shall pay to the Agent for the account of the applicable Lenders, on the date of termination or reduction of the Commitments of any such Class, all accrued and unpaid Commitment Fees relating to such Class to but excluding the date of such termination or reduction.

Termination and Reduction of Commitments. (a) The Non-Extended Revolving Credit Refinancing Loan Commitments and the L/C Commitments shall automatically terminate on the Non-Extended Refinancing Revolving Credit Facility Maturity Date. The Extended Revolving Credit Additional Loan Commitments (other than Incremental Revolving Credit Commitments, which shall automatically terminate as provided in the relevant Incremental Assumption Agreement) and the Swingline Commitment shall automatically terminate on the Extended Additional Revolving Credit Facility Maturity Date. The Notwithstanding the foregoing, all the Commitments and L/C Commitment Commitments shall automatically terminate at 5:00 p.m., New York City time, on October 31, 1996, if the earlier to occur of (i) the termination of the Extended Revolving initial Credit Commitments and (ii) the date that is 30 days prior to the Extended Revolving Credit Maturity DateEvent shall not have occurred by such time. (b) Upon at least three two Business Days’ ' prior irrevocable written or fax telecopy notice (or telephonic notice promptly confirmed by written notice) to the Administrative Agent, the Borrower may, without premium or penalty, Borrowers may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Term Total Refinancing Loan Commitments or Commitment and/or the Revolving Credit CommitmentsTotal Additional Loan Commitment; PROVIDED, in each case, of any Class (it being agreed that for purposes of this clause (b), the Initial Tranche F Term Loan Commitments (as defined in Amendment No. 1) and the Delayed Draw Term F Term Loan Commitments (as defined in Amendment No. 1) shall constitute separate Classes; provided, howeverHOWEVER, that (i) each partial reduction of the Term Total Refinancing Loan Commitments or Commitment and the Revolving Credit Commitments of any Class Total Additional Loan Commitment shall be in an integral multiple of $1,000,000 and in a minimum amount of $1,000,0005,000,000, (ii) the Total Dollar Revolving Credit Refinancing Loan Commitment shall not be reduced to an amount that is less than the Aggregate Dollar Revolving Credit Exposure at the time, time and (iii) the Total Multicurrency Revolving Credit Additional Loan Commitment shall not be reduced to an amount that is less than the Aggregate Multicurrency aggregate principal amount of Additional Revolving Credit Exposure Loans outstanding at the time, and (iv) the Borrower may condition a notice of termination of all of the Commitments upon the effectiveness of a replacement financing (or other transaction); provided further that (x) until the Non-Extended Dollar Revolving Credit Commitments shall have been terminated in full or expired, any reduction in the Dollar Revolving Credit Commitments shall be made ratably between the Non-Extended Dollar Revolving Credit Commitments and the Extended Dollar Revolving Credit Commitments and (y) until the Non-Extended Multicurrency Revolving Credit Commitments shall have been terminated in full or expired, any reduction in the Multicurrency Revolving Credit Commitments shall be made ratably between the Non-Extended Multicurrency Revolving Credit Commitments and the Extended Multicurrency Revolving Credit Commitments; provided, however, that prior to the Non-Extended Revolving Credit Maturity Date, the Borrower may terminate in full (but not in part) the Non-Extended Dollar Revolving Credit Commitments without any concurrent termination of the Extended Dollar Revolving Credit Commitments and the Borrower may terminate in full (but not in part) the Non-Extended Multicurrency Revolving Credit Commitments without any concurrent termination of the Extended Multicurrency Revolving Credit Commitments. (c) Each reduction in the Term Total Refinancing Loan Commitments Commitment or the Revolving Credit Commitments of any Class Total Additional Loan Commitment, as applicable, hereunder shall be made ratably among the Lenders in accordance with their respective applicable Refinancing Loan Commitments or Additional Loan Commitments, as applicable. The Borrower Borrowers shall pay to the Administrative Agent for the account of the applicable Lenders, on the date of each termination or reduction reduction, the Commitment Fees on the amount of the Commitments of any ClassTotal Refinancing Loan Commitment or the Total Additional Loan Commitment, all as applicable, so terminated or reduced accrued and unpaid Commitment Fees relating to such Class to (but excluding the date of of) such termination or reduction.

Termination and Reduction of Commitments. (ai) The Non-Extended Unless previously terminated, the Aggregate Revolving Credit Commitments shall automatically terminate on the Non-Extended Revolving Credit Maturity Date. The Extended Revolving Credit ; provided, for the avoidance of doubt, (x) on March 1, 2023, the First Amendment Temporary Increase Commitments shall be automatically and permanently reduced and terminated to the extent set forth and as reflected in sub-section (other than Incremental Revolving Credit Commitments, which shall automatically terminate as provided in b) of the relevant Incremental Assumption AgreementCommitment Schedule and (y) and the Swingline Commitment shall automatically terminate on the Extended Revolving Credit Maturity Date. The L/C Commitment First Amendment Increase Termination Date the First Amendment Temporary Increase Commitments shall be automatically terminate on the earlier to occur of and permanently reduced and terminated in full, as reflected in sub-section (ic) the termination of the Extended Revolving Credit Commitments and Commitment Schedule. (ii) The Borrowers may at any time terminate the date that is 30 days prior to Aggregate Revolving Commitments upon the Extended Revolving Credit Maturity DatePayment in Full of the Secured Obligations. (biii) Upon at least three Business Days’ prior irrevocable written or fax notice (or telephonic notice promptly confirmed by written notice) to the Agent, the Borrower may, without premium or penalty, at any time in whole permanently terminate, or The Borrowers may from time to time in part permanently reduce, reduce the Term Loan Commitments or the Aggregate Revolving Credit Commitments, in each case, of any Class (it being agreed that for purposes of this clause (b), the Initial Tranche F Term Loan Commitments (as defined in Amendment No. 1) and the Delayed Draw Term F Term Loan Commitments (as defined in Amendment No. 1) shall constitute separate Classes; provided, however, provided that (iA) each partial reduction of the Term Loan Aggregate Revolving Commitments or the Revolving Credit Commitments of any Class shall be in a Dollar Equivalent that is an integral multiple of $1,000,000 and in a minimum amount of not less than $1,000,000, 5,000,000 and (iiB) the Total Dollar Revolving Credit Commitment Borrowers shall not be reduced to an amount that is less than terminate or reduce the Aggregate Dollar Revolving Credit Exposure at Commitments if, after giving effect to any concurrent prepayment of the timeRevolving Loans in accordance with Section 2.11, (iii) the Total Multicurrency Revolving Credit Commitment shall not be reduced to an amount that is less than the Aggregate Multicurrency Revolving Credit Exposure at would exceed the time, lesser of the Aggregate Revolving Commitment and the Revolving Borrowing Base. (iv) The Borrower Representative shall notify the Administrative Agent of any election to terminate or reduce the Aggregate Revolving Commitments under paragraph (a)(ii) or (a)(iii) of this Section at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower may condition Representative pursuant to this Section shall be irrevocable; provided that a notice of termination of all of the Aggregate Revolving Commitments delivered by the Borrower Representative may state that such notice is conditioned upon the effectiveness of a replacement financing (other credit facilities or other transaction); provided further that transactions specified therein, in which case such notice may be revoked by the Borrower Representative (xby notice to the Administrative Agent on or prior to the specified effective date) until if such condition is not satisfied. Any termination or reduction of the Non-Extended Dollar Aggregate Revolving Credit Commitments shall have been terminated in full or expired, any reduction in the Dollar Revolving Credit Commitments shall be made ratably between the Non-Extended Dollar Revolving Credit Commitments and the Extended Dollar Revolving Credit Commitments and (y) until the Non-Extended Multicurrency Revolving Credit Commitments shall have been terminated in full or expired, any permanent. Each reduction in the Multicurrency Revolving Credit Commitments shall be made ratably between the Non-Extended Multicurrency Revolving Credit Commitments and the Extended Multicurrency Revolving Credit Commitments; provided, however, that prior to the Non-Extended Revolving Credit Maturity Date, the Borrower may terminate in full (but not in part) the Non-Extended Dollar Revolving Credit Commitments without any concurrent termination of the Extended Dollar Aggregate Revolving Credit Commitments and the Borrower may terminate in full (but not in part) the Non-Extended Multicurrency Revolving Credit Commitments without any concurrent termination of the Extended Multicurrency Revolving Credit Commitments. (c) Each reduction in the Term Loan Commitments or the Revolving Credit Commitments of any Class hereunder shall be made ratably among the Lenders in accordance with their respective applicable Revolving Commitments. The Borrower shall pay ; provided, with respect to the Agent for the account of the applicable LendersFirst Amendment Temporary Increase Commitments, on the date of any such termination or reduction of shall be made ratably only among the Lenders with First Amendment Temporary Increase Commitments, in accordance with their respective First Amendment Temporary Increase Commitments of any Class, all accrued and unpaid Commitment Fees relating to at such Class to but excluding the date of such termination or reductiontime.

Termination and Reduction of Commitments. (a) The Non-Extended Revolving Credit Unless previously terminated, all Commitments shall automatically terminate on the Non-Extended Revolving Credit Maturity Date. The Extended Revolving Credit Commitments (other than Incremental Revolving Credit Commitments, which shall automatically terminate as provided in the relevant Incremental Assumption Agreement) and the Swingline Commitment shall automatically terminate on the Extended Revolving Credit Maturity Date. The L/C Commitment shall automatically terminate on the earlier to occur of (i) the termination of the Extended Revolving Credit Commitments and (ii) the date that is 30 days prior to the Extended Revolving Credit Maturity Date. (b) Upon at least three Business Days’ prior irrevocable written or fax notice (or telephonic notice promptly confirmed by written notice) to the Agent, the Borrower may, without premium or penalty, The Borrowers may at any time terminate the Commitments upon (i) the payment in whole permanently terminatefull 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 a back up standby letter of credit reasonably satisfactory to the Administrative Agent) equal to 103% of the LC Exposure as of such date), (iii) the furnishing to the Administrative Agent of a cash deposit (or a standby letter of credit reasonably satisfactory to the Administrative Agent) equal to 100% of the Floorplan Advances as of such date, (iv) the payment in full of the accrued and unpaid fees, and (v) the payment in full of all reimbursable expenses and other Obligations (including Floorplan Obligations) together with accrued and unpaid interest thereon. The Borrowers may from time to time in part permanently reduce, the Term Loan Commitments or reduce the Revolving Credit Commitments, in each case, of any Class (it being agreed that for purposes of this clause (b), the Initial Tranche F Term Loan Commitments (as defined in Amendment No. 1) and the Delayed Draw Term F Term Loan Commitments (as defined in Amendment No. 1) shall constitute separate Classes; provided, however, provided that (i) each partial reduction of the Term Loan Revolving Commitments or the Revolving Credit Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 and in a minimum amount of not less than $1,000,000, 1,000,000 and (ii) the Total Dollar Revolving Credit Commitment Borrowers shall not be reduced reduce the Revolving Commitments if (A) after giving effect to an any concurrent prepayment of the Loans in accordance with Section 2.04(b), the total Revolving Exposure would exceed the lesser of the total Revolving Commitments and the Borrowing Base or (B) after giving effect to such reduction, the aggregate amount that of the Lenders’ Revolving Commitments is less than $25,000,000. (c) The Lead Borrower shall notify the Aggregate Dollar Revolving Credit Exposure Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) or (c) of this Section at least three Business Days prior to the timeeffective date of such termination or reduction, (iii) specifying such election and the Total Multicurrency Revolving Credit Commitment effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall not advise the Lenders of the contents thereof. Each notice delivered by the Lead Borrower pursuant to this Section shall be reduced to an amount irrevocable; provided that is less than the Aggregate Multicurrency Revolving Credit Exposure at the time, and (iv) the Borrower may condition a notice of termination of all of the Commitments delivered by the Lead Borrower may state that such notice is conditioned upon the effectiveness of a replacement financing other credit facilities, in which case such notice may be revoked by the Borrowers (by notice to the Administrative Agent on or other transaction); provided further that (xprior to the specified effective date) until if such condition is not satisfied. Any termination or reduction of the Non-Extended Dollar Revolving Credit Commitments shall have been terminated in full or expired, any reduction in the Dollar Revolving Credit Commitments shall be made ratably between the Non-Extended Dollar Revolving Credit Commitments and the Extended Dollar Revolving Credit Commitments and (y) until the Non-Extended Multicurrency Revolving Credit Commitments shall have been terminated in full or expired, any permanent. Each reduction in the Multicurrency Revolving Credit Commitments shall be made ratably between the Non-Extended Multicurrency Revolving Credit Commitments and the Extended Multicurrency Revolving Credit Commitments; provided, however, that prior to the Non-Extended Revolving Credit Maturity Date, the Borrower may terminate in full (but not in part) the Non-Extended Dollar Revolving Credit Commitments without any concurrent termination of the Extended Dollar Revolving Credit Commitments and the Borrower may terminate in full (but not in part) the Non-Extended Multicurrency Revolving Credit Commitments without any concurrent termination of the Extended Multicurrency Revolving Credit Commitments. (c) Each reduction in the Term Loan Commitments or the Revolving Credit Commitments of any Class hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments. The Borrower shall pay to the Agent for the account of the applicable Lenders, on the date of termination or reduction of the Commitments of any Class, all accrued and unpaid Commitment Fees relating to such Class to but excluding the date of such termination or reduction.

Termination and Reduction of Commitments. (a) The Non-Extended Revolving Credit Unless previously terminated, the Aggregate Commitments shall automatically terminate on the Non-Extended Revolving Credit Maturity Date. The Extended Revolving Credit Commitments (other than Incremental Revolving Credit Commitments, which shall automatically terminate as provided in the relevant Incremental Assumption Agreement) and the Swingline Commitment shall automatically terminate on the Extended Revolving Credit Maturity Date. The L/C Commitment shall automatically terminate on the earlier to occur of (i) the termination of the Extended Revolving Credit Commitments and (ii) the date that is 30 days prior to the Extended Revolving Credit Maturity Date. (b) Upon at least three Business Days’ prior irrevocable written or fax notice (or telephonic notice promptly confirmed by written notice) to the Agent, the Borrower may, without premium or penalty, WPZ may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Term Loan Commitments or the Revolving Credit Aggregate Commitments, in each case, of any Class (it being agreed that for purposes of this clause (b), the Initial Tranche F Term Loan Commitments (as defined in Amendment No. 1) and the Delayed Draw Term F Term Loan Commitments (as defined in Amendment No. 1) shall constitute separate Classes; provided, however, provided that (i) each partial reduction of the Term Loan Aggregate Commitments or the Revolving Credit Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 and in a minimum amount of not less than $1,000,000, 5,000,000 and (ii) the Total Dollar Revolving Credit Commitment WPZ shall not be reduced to an amount that is less than terminate or reduce the Aggregate Dollar Revolving Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.11, the Aggregate Outstanding Credit Exposure at the time, (iii) the Total Multicurrency Revolving Credit Commitment shall not be reduced to an amount that is less than would exceed the Aggregate Multicurrency Revolving Credit Exposure at the time, and (iv) the Borrower may condition a notice of termination of all of the Commitments upon the effectiveness of a replacement financing (or other transaction); provided further that (x) until the Non-Extended Dollar Revolving Credit Commitments shall have been terminated in full or expired, any reduction in the Dollar Revolving Credit Commitments shall be made ratably between the Non-Extended Dollar Revolving Credit Commitments and the Extended Dollar Revolving Credit Commitments and (y) until the Non-Extended Multicurrency Revolving Credit Commitments shall have been terminated in full or expired, any reduction in the Multicurrency Revolving Credit Commitments shall be made ratably between the Non-Extended Multicurrency Revolving Credit Commitments and the Extended Multicurrency Revolving Credit Commitments; provided, however, that prior to the Non-Extended Revolving Credit Maturity Date, the Borrower may terminate in full (but not in part) the Non-Extended Dollar Revolving Credit Commitments without any concurrent termination of the Extended Dollar Revolving Credit Commitments and the Borrower may terminate in full (but not in part) the Non-Extended Multicurrency Revolving Credit Commitments without any concurrent termination of the Extended Multicurrency Revolving Credit Commitments. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Aggregate Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Revolving Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Aggregate Commitments may state that such notice is conditioned upon the effectiveness of other credit facilities or another event, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Aggregate Commitments shall be permanent. Each reduction in of the Term Loan Aggregate Commitments or the Revolving Credit Commitments of any Class hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments. The Borrower shall pay , except as provided in clause (d) below. (d) WPZ may terminate the unused amount of the Commitment of a Defaulting Lender upon one Business Day’s prior notice to the Administrative Agent for (which will promptly notify the account Lenders thereof), provided that such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent or any Lender may have against such Defaulting Lender. (e) In the event that (i) a Prepayment Event occurs, the Commitments shall reduce on the fifth Business Day following receipt of the applicable Lenders, on Net Cash Proceeds attributable to such Prepayment Event in an amount equal such Net Cash Proceeds (whether or not any prepayment is required to be made in accordance with Section 2.11(b) of this Agreement) and (ii) the date of termination or reduction “Aggregate Commitments” (as defined in the Existing Credit Agreement) exceeds $3,500,000,000 (with such increase effectuated in accordance with the terms of the Existing Credit Agreement), the Commitments of any Classshall reduce in an amount equal to such incremental “Commitments” (as defined in the Existing Credit Agreement). (f) Notwithstanding the foregoing, all accrued of the provisions of the Loan Documents which by their terms survive termination of the Commitments, including, without limitation, those provisions set forth in Section 9.06, shall survive and unpaid Commitment Fees relating to such Class to not be deemed terminated, but excluding the date of such termination or reductionshall remain in full force and effect.

Termination and Reduction of Commitments. (a) The Non-Extended Revolving Credit Unless previously terminated, the Commitments shall automatically terminate on the Non-Extended Revolving Credit Maturity Date. The Extended Revolving Credit Commitments (other than Incremental Revolving Credit Commitments, which shall automatically terminate as provided in the relevant Incremental Assumption Agreement) and the Swingline Commitment shall automatically terminate on the Extended Revolving Credit Maturity Date. The L/C Commitment shall automatically terminate on the earlier to occur of (i) the termination of the Extended Revolving Credit Commitments and (ii) the date that is 30 days prior to the Extended Revolving Credit Maturity Date. (b) Upon at least three Business Days’ prior irrevocable written or fax notice (or telephonic notice promptly confirmed by written notice) to the Agent, the Borrower may, without premium or penalty, The Company may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Term Loan Commitments or the Revolving Credit Commitments, in each case, of any Class (it being agreed that for purposes of this clause (b), the Initial Tranche F Term Loan Commitments (as defined in Amendment No. 1) and the Delayed Draw Term F Term Loan Commitments (as defined in Amendment No. 1) shall constitute separate ClassesTranche; provided, however, provided that (i) each partial reduction of the Term Loan Commitments or the Revolving Credit Commitments of any Class Tranche shall be in an amount that is an integral multiple of $1,000,000 the Borrowing Multiple for a Eurocurrency Revolving Borrowing denominated in US Dollars and not less than the Borrowing Minimum for a Eurocurrency Revolving Borrowing denominated in a minimum amount of $1,000,000US Dollars, (ii) the Total Dollar Revolving Credit Commitment Company shall not be reduced terminate or reduce the US Tranche Commitments if, after giving effect to an amount that is less than any concurrent prepayment of the Aggregate Dollar US Tranche Revolving Credit Exposure at Loans in accordance with Section 2.12, the timeaggregate US Tranche Revolving Exposures would exceed the aggregate US Tranche Commitments, (iii) the Total Multicurrency Revolving Credit Commitment Company shall not be reduced terminate or reduce the Canadian Tranche Commitments if, after giving effect to an amount that is less than any concurrent prepayment of the Aggregate Multicurrency Canadian Tranche Revolving Credit Exposure at Loans in accordance with Section 2.12, the timeaggregate Canadian Tranche Exposures would exceed the aggregate Canadian Tranche Commitments, and (iv) the Borrower may condition a notice of termination of all Company shall not terminate or reduce the UK Tranche Commitments if, after giving effect to any concurrent prepayment of the Commitments upon the effectiveness of a replacement financing (or other transaction); provided further that (x) until the Non-Extended Dollar UK Tranche Revolving Credit Commitments shall have been terminated Loans in full or expired, any reduction in the Dollar Revolving Credit Commitments shall be made ratably between the Non-Extended Dollar Revolving Credit Commitments and the Extended Dollar Revolving Credit Commitments and (y) until the Non-Extended Multicurrency Revolving Credit Commitments shall have been terminated in full or expired, any reduction in the Multicurrency Revolving Credit Commitments shall be made ratably between the Non-Extended Multicurrency Revolving Credit Commitments and the Extended Multicurrency Revolving Credit Commitments; provided, however, that prior to the Non-Extended Revolving Credit Maturity Dateaccordance with Section 2.12, the Borrower may terminate in full (but not in part) aggregate UK Tranche Exposures would exceed the Non-Extended Dollar Revolving Credit Commitments without any concurrent termination of the Extended Dollar Revolving Credit Commitments and the Borrower may terminate in full (but not in part) the Non-Extended Multicurrency Revolving Credit Commitments without any concurrent termination of the Extended Multicurrency Revolving Credit aggregate UK Tranche Commitments. (c) Each reduction in The Company shall notify the Term Loan Commitments Administrative Agent of any election to terminate or reduce the Revolving Credit Commitments of any Class hereunder under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying the effective date of such election. Each notice delivered by the Company pursuant to this Section shall be made ratably among irrevocable; provided that a notice of termination of the Lenders Commitments delivered by the Company may state that such notice is conditioned upon the effectiveness of other credit facilities, in accordance with their respective applicable Commitments. The Borrower shall pay which case such notice may be revoked by the Company (by notice to the Administrative Agent for on or prior to the account of the applicable Lenders, on the date of specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class, all accrued and unpaid Commitment Fees relating to such Class to but excluding shall be permanent. Each reduction of the date Commitments of any Class shall be made ratably among the applicable Lenders in accordance with their respective Commitments of such termination or reductionClass.

Termination and Reduction of Commitments. (a) The Non-Extended Revolving Credit Commitments shall terminate automatically terminate on the Non-Extended Revolving Credit Maturity Date. The Extended Revolving Credit Commitments (other than Incremental Revolving Credit Commitments, which shall automatically terminate as provided in the relevant Incremental Assumption Agreement) and the Swingline Commitment shall automatically terminate on the Extended Revolving Credit Maturity Date. The L/C Commitment shall automatically terminate on the earlier to occur of (i) the termination of the Extended Revolving Credit Commitments and (ii) the date that is 30 days prior to the Extended Revolving Credit Maturity Termination Date. (b) Upon at least three two Business Days’ prior irrevocable written or fax notice (or telephonic notice promptly confirmed by written notice) to the Agent, the Borrower may, without premium or penalty, at any time in whole permanently terminate, or from time to time in part permanently reduce, the Term Loan Commitments or the Revolving Credit Commitments, in each case, of any Class (it being agreed that for purposes of this clause (b), the Initial Tranche F Term Loan Commitments (as defined in Amendment No. 1) and the Delayed Draw Term F Term Loan Commitments (as defined in Amendment No. 1) shall constitute separate Classes; provided, however, that (i) each partial reduction of the Term Loan Commitments or the Revolving Credit Commitments of any Class shall be in an integral multiple of $1,000,000 10,000,000 and in a minimum principal amount of $1,000,000, 10,000,000 and (ii) no such termination or reduction shall be made that would reduce the Total Dollar Revolving Credit Commitment shall not be reduced Commitments to an amount that is less than the Aggregate Dollar Revolving Credit Exposure at the time, (iii1) the Total Multicurrency Revolving Credit Commitment aggregate amount of Outstanding Credits on the date of such termination or reduction (after giving effect to any prepayment made pursuant to Section 2.09) or (2) $50,000,000, unless the result of such termination or reduction referred to in this clause (2) is to reduce the Commitments to $0. The Agent shall not be reduced advise the Lenders of any notice given pursuant to an amount that is less than the Aggregate Multicurrency Revolving Credit Exposure at the time, this subsection (b) and (iv) the Borrower may condition a notice of each Lender’s portion of any such termination of all or reduction of the Commitments upon the effectiveness of a replacement financing (or other transaction); provided further that (x) until the Non-Extended Dollar Revolving Credit Commitments shall have been terminated in full or expired, any reduction in the Dollar Revolving Credit Commitments shall be made ratably between the Non-Extended Dollar Revolving Credit Commitments and the Extended Dollar Revolving Credit Commitments and (y) until the Non-Extended Multicurrency Revolving Credit Commitments shall have been terminated in full or expired, any reduction in the Multicurrency Revolving Credit Commitments shall be made ratably between the Non-Extended Multicurrency Revolving Credit Commitments and the Extended Multicurrency Revolving Credit Commitments; provided, however, that prior to the Non-Extended Revolving Credit Maturity Date, the Borrower may terminate in full (but not in part) the Non-Extended Dollar Revolving Credit Commitments without any concurrent termination of the Extended Dollar Revolving Credit Commitments and the Borrower may terminate in full (but not in part) the Non-Extended Multicurrency Revolving Credit Commitments without any concurrent termination of the Extended Multicurrency Revolving Credit Commitments. (c) The Commitments shall, on each date on which the Borrower prepays or redeems all or any portion of the Incremental Notes, automatically and permanently reduce by a principal amount that is the same percentage of the Total Commitment on the date hereof as the principal amount of the Incremental Notes prepaid or redeemed on such date is of the original principal amount of Incremental Notes, determined on a cumulative basis, until the Total Commitment has been reduced to $500,000,000. (d) Upon any reduction of the “Commitments” (as such term is defined in the Existing Facility), the Total Commitment shall automatically and permanently reduce by an amount that is the same percentage of the Total Commitment as of the date hereof that the amount of such reduction of the “Commitments” under the Existing Facility is of the aggregate amount of the “Commitments” under the Existing Facility as of the date hereof. (e) Each reduction in the Term Loan Commitments or the Revolving Credit Commitments of any Class hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments. The Borrower shall pay to the Agent for the account of the applicable Lenders, on the date of each termination or reduction of the Commitments, the Commitment Fee on the amount of the Commitments of any Classso terminated or reduced, all in each case accrued and unpaid Commitment Fees relating to such Class to but excluding through the date of such termination or reduction.

Termination and Reduction of Commitments. (a) The Non-Extended Unless previously terminated, the US Tranche Revolving Credit Commitments and the European Tranche Commitments shall automatically terminate on the Non-Extended Revolving Credit Maturity Date. The Extended Revolving Credit Commitments (other than Incremental Revolving Credit Commitments, which shall automatically terminate as provided in the relevant Incremental Assumption Agreement) and the Swingline Commitment shall automatically terminate on the Extended Revolving Credit Maturity Date. The L/C Commitment shall automatically terminate on the earlier to occur of (i) the termination of the Extended Revolving Credit Commitments and (ii) the date that is 30 days prior to the Extended Revolving Credit Maturity Date. (b) Upon at least three Business Days’ prior irrevocable written or fax notice (or telephonic notice promptly confirmed by written notice) to the Agent, the Borrower may, without premium or penalty, The Company may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Term Loan Commitments of the US Tranche or the Revolving Credit Commitments, in each case, of any Class (it being agreed that for purposes of this clause (b), the Initial Tranche F Term Loan Commitments (as defined in Amendment No. 1) and the Delayed Draw Term F Term Loan Commitments (as defined in Amendment No. 1) shall constitute separate ClassesEuropean Tranche; provided, however, provided that (i) each partial reduction of the Term Loan Commitments or the Revolving Credit Commitments of any Class the applicable Tranche shall be in an amount that is an integral multiple of $1,000,000 the Borrowing Multiple for a Borrowing denominated in US Dollars and not less than the Borrowing Minimum for a Borrowing denominated in a minimum amount of $1,000,000US Dollars, (ii) the Total Dollar Revolving Credit Commitment Company shall not be reduced terminate or reduce the US Tranche Revolving Commitments if, after giving effect to an amount that is less than any concurrent prepayment of the Aggregate Dollar US Tranche Revolving Credit Exposure at Loans in accordance with Section 2.11, the timeaggregate US Tranche Revolving Exposures would exceed the aggregate US Tranche Revolving Commitments, and (iii) the Total Multicurrency Revolving Credit Commitment Company shall not be reduced terminate or reduce the European Tranche Commitments if, after giving effect to an amount that is less than the Aggregate Multicurrency Revolving Credit Exposure at the time, and (iv) the Borrower may condition a notice of termination of all any concurrent prepayment of the Commitments upon the effectiveness of a replacement financing (or other transaction); provided further that (x) until the Non-Extended Dollar European Tranche Revolving Credit Commitments shall have been terminated Loans in full or expired, any reduction in the Dollar Revolving Credit Commitments shall be made ratably between the Non-Extended Dollar Revolving Credit Commitments and the Extended Dollar Revolving Credit Commitments and (y) until the Non-Extended Multicurrency Revolving Credit Commitments shall have been terminated in full or expired, any reduction in the Multicurrency Revolving Credit Commitments shall be made ratably between the Non-Extended Multicurrency Revolving Credit Commitments and the Extended Multicurrency Revolving Credit Commitments; provided, however, that prior to the Non-Extended Revolving Credit Maturity Dateaccordance with Section 2.11, the Borrower may terminate in full (but not in part) aggregate European Tranche Exposures would exceed the Non-Extended Dollar Revolving Credit Commitments without any concurrent termination of the Extended Dollar Revolving Credit Commitments and the Borrower may terminate in full (but not in part) the Non-Extended Multicurrency Revolving Credit Commitments without any concurrent termination of the Extended Multicurrency Revolving Credit aggregate European Tranche Commitments. (c) Each reduction in The Company shall notify the Term Loan Commitments Administrative Agent of any election to terminate or reduce the Revolving Credit Commitments of any Class hereunder under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying the effective date of such election. Each notice delivered by the Company pursuant to this Section shall be made ratably among irrevocable; provided that a notice of termination of the Lenders Commitments delivered by the Company may state that such notice is conditioned upon the effectiveness of other credit facilities, in accordance with their respective applicable Commitments. The Borrower shall pay which case such notice may be revoked by the Company (by notice to the Administrative Agent for on or prior to the account of the applicable Lenders, on the date of specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class, all accrued and unpaid Commitment Fees relating to such Class to but excluding shall be permanent. Each reduction of the date Commitments of any Class shall be made ratably among the applicable Lenders in accordance with their respective Commitments of such termination or reductionClass.

Termination and Reduction of Commitments. (a) The Non-Extended Revolving Credit Commitments shall automatically terminate on the Non-Extended Revolving Credit Maturity Date. The Extended Revolving Credit Commitments (other than Incremental Revolving Credit CommitmentsUnless previously terminated, which shall automatically terminate as provided in the relevant Incremental Assumption Agreement) and the Swingline Commitment shall automatically terminate on the Extended Revolving Credit Maturity Date. The L/C Commitment shall automatically terminate on the earlier to occur of (i) the termination of Initial Term Commitments shall terminate at 5:00 p.m., New York City time, on the Extended Revolving Credit Commitments Effective Date and (ii) the date that is 30 days prior to Revolving Commitments shall terminate on the Extended Revolving Credit Maturity Date. (b) Upon at least three Business Days’ prior irrevocable written or fax notice (or telephonic notice promptly confirmed by written notice) to the Agent, the The Borrower may, without premium or penalty, may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Term Loan Commitments or the Revolving Credit Commitments, in each case, of any Class (it being agreed that for purposes of this clause (b), the Initial Tranche F Term Loan Commitments (as defined in Amendment No. 1) and the Delayed Draw Term F Term Loan Commitments (as defined in Amendment No. 1) shall constitute separate ClassesClass; provided, however, provided that (i) each partial reduction of the Term Loan Commitments or the Revolving Credit Commitments of any Class shall be in an amount that is an integral multiple of $500,000 and not less than $1,000,000 and in a minimum amount of $1,000,000, (ii) the Total Dollar Revolving Credit Commitment Borrower shall not be reduced terminate or reduce the Revolving Commitments if, after giving effect to an amount any concurrent prepayment of the Revolving Loans or Swingline Loans in accordance with Section 2.11, the aggregate Revolving Exposures would exceed the aggregate Revolving Commitments; provided further, that is less than the Aggregate Dollar Revolving Credit Exposure at the time, (iii) the Total Multicurrency Revolving Credit Commitment shall not be reduced to an amount that is less than the Aggregate Multicurrency Revolving Credit Exposure at the time, and (iv1) the Borrower may condition a notice allocate any termination or reduction of Commitments among Classes of Commitments at its direction (including, for the avoidance of doubt, to the Commitments with respect to any Class of Extended Revolving Commitments without any termination of all or reduction of the Commitments upon with respect to any existing Revolving Commitments of the effectiveness same specified original Revolving Commitment Class) and (2) in connection with the establishment on any date of a replacement financing (any Extended Revolving Commitments pursuant to Section 2.21, the original Revolving Commitments of any one or other transaction); provided further that (x) until the Non-more Lenders providing any such Extended Dollar Revolving Credit Commitments shall have been terminated in full or expired, any reduction in the Dollar Revolving Credit Commitments on such date shall be made ratably between reduced in an amount equal to the Non-Extended Dollar amount of specified original Revolving Credit Commitments so extended on such date (or, if agreed by the Borrower and the Lenders providing such Extended Dollar Revolving Credit Commitments, by any greater amount so long as the Borrower prepays the original Revolving Loans of such Class owed to such Lenders providing such Extended Revolving Commitments and (y) until the Non-Extended Multicurrency Revolving Credit Commitments shall have been terminated in full or expired, any reduction in the Multicurrency Revolving Credit Commitments shall be made ratably between the Non-Extended Multicurrency Revolving Credit Commitments and the Extended Multicurrency Revolving Credit Commitments; provided, however, that prior to the Non-Extended Revolving Credit Maturity Dateextent necessary to ensure that after giving effect to such repayment or reduction, the Borrower may terminate original Revolving Loans of such Class are held by the Lenders of such Class on a pro rata basis in full (but not in part) the Non-Extended Dollar accordance with their original Revolving Credit Commitments without any concurrent termination of the Extended Dollar Revolving Credit Commitments and the Borrower may terminate in full (but not in part) the Non-Extended Multicurrency Revolving Credit Commitments without any concurrent termination of the Extended Multicurrency Revolving Credit Commitmentssuch Class after giving effect to such reduction). (c) Each reduction in the Term Loan Commitments or the Revolving Credit Commitments of any Class hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments. The Borrower shall pay notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least one Business Day prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent for shall advise the account Lenders of the applicable Lenders, on the date of contents thereof. Any termination or reduction of the Commitments of any Class, all accrued and unpaid Commitment Fees relating to Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders within such Class to but excluding the date in accordance with their respective Commitments of such termination or reductionClass.

Termination and Reduction of Commitments. (a) The Non-Extended Term Loan Commitments (other than any Incremental Term Loan Commitments) shall automatically terminate at 5:00 p.m., New York City time, on the last day of the Term Loan Availability Period. Unless terminated earlier pursuant to the applicable Incremental Term Loan Assumption Agreement, the Incremental Term Loan Commitments shall automatically terminate at 5:00 p.m., New York City time, on the Incremental Facility Cutoff Date. The Revolving Credit Commitments and the L/C Commitments shall automatically terminate on the Non-Extended Revolving Credit Maturity Date. The Extended Revolving Credit Notwithstanding the foregoing, all the Commitments (other than Incremental Revolving Credit Commitments, which shall automatically terminate as provided in at 5:00 p.m., New York City time, on February 29, 2000, if the relevant Incremental Assumption Agreement) and the Swingline Commitment initial Credit Event shall automatically terminate on the Extended Revolving Credit Maturity Date. The L/C Commitment shall automatically terminate on the earlier to occur of (i) the termination of the Extended Revolving Credit Commitments and (ii) the date that is 30 days prior to the Extended Revolving Credit Maturity Datenot have occurred by such time. (b) Upon at least three Business Days’ ' prior irrevocable written or fax notice (or telephonic notice promptly confirmed by written notice) to the Administrative Agent, the Borrower may, without premium or penalty, may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Term Loan Commitments or the Revolving Credit Commitments, in each case, of any Class (it being agreed that for purposes of this clause (b), the Initial Tranche F Term Loan Commitments (as defined in Amendment No. 1) and the Delayed Draw Term F Term Loan Commitments (as defined in Amendment No. 1) shall constitute separate Classes; provided, however, that (i) each partial reduction of the Term Loan Commitments or the Revolving Credit Commitments of any Class shall be in an integral multiple of $1,000,000 and in a minimum amount of $1,000,000, 10,000,000 and (ii) the Total Dollar Revolving Credit Commitment shall not be reduced to an amount that is less than the Aggregate Dollar Revolving Credit Exposure at the time, . (iiic) the Total Multicurrency Revolving Credit Commitment shall If any prepayment of Term Loans would be required pursuant to Section 2.13 but cannot be reduced to an made because there are no Term Loans outstanding, or because the amount that is less than the Aggregate Multicurrency Revolving Credit Exposure at the time, and (iv) the Borrower may condition a notice of termination of all of the Commitments upon required prepayment exceeds the effectiveness outstanding amount of a replacement financing (or other transaction); provided further Term Loans, then, on the date that (x) until such prepayment is required, the Non-Extended Dollar Revolving Credit Commitments shall have been terminated in full or expired, any reduction in the Dollar Revolving Credit Commitments shall be made ratably between the Non-Extended Dollar Revolving Credit Commitments and the Extended Dollar Revolving Credit Commitments and (y) until the Non-Extended Multicurrency Revolving Credit Commitments shall have been terminated in full or expired, any reduction in the Multicurrency Revolving Credit Commitments shall be made ratably between the Non-Extended Multicurrency Revolving Credit Commitments and the Extended Multicurrency Revolving Credit Commitments; provided, however, that prior reduced by an aggregate amount equal to the Non-Extended Revolving Credit Maturity Date, the Borrower may terminate in full (but not in part) the Non-Extended Dollar Revolving Credit Commitments without any concurrent termination amount of the Extended Dollar Revolving Credit Commitments and required prepayment or the Borrower excess of such amount over the outstanding amount of Term Loans, as the case may terminate in full (but not in part) be, on the Non-Extended Multicurrency Revolving Credit Commitments without day any concurrent termination such prepayment of the Extended Multicurrency Revolving Credit CommitmentsTerm Loans is, or would be, required by Section 2.13. (cd) Each reduction in the Term Loan Commitments or the Revolving Credit Commitments of any Class hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments. The Borrower shall pay to the Administrative Agent for the account of the applicable Lenders, on the date of each termination or reduction reduction, the Commitment Fees on the amount of the Commitments of any Class, all so terminated or reduced accrued and unpaid Commitment Fees relating to such Class to but excluding the date of such termination or reduction.

Termination and Reduction of Commitments. (a) The Non-Extended Unless previously terminated, (i) the Refinancing Term Commitment of each Refinancing Term Lender shall automatically terminate at 5:00 p.m., New York City time, on the Effective Date, (ii) the Delayed Draw Term Commitment of each Delayed Draw Term Lender shall automatically terminate on the earlier of (A) immediately after the making of the Delayed Draw Term Loan by such Delayed Draw Term Lender on the Delayed Draw Term Funding Date and (B) the Delayed Draw Term Commitment Termination Date and (iii) the Revolving Credit Commitments shall automatically terminate on the Non-Extended Revolving Credit Maturity Date. The Extended Revolving Credit Commitments (other than Incremental Revolving Credit Commitments, which shall automatically terminate as provided in the relevant Incremental Assumption Agreement) and the Swingline Commitment shall automatically terminate on the Extended Revolving Credit Maturity Date. The L/C Commitment shall automatically terminate on the earlier to occur of (i) the termination of the Extended Revolving Credit Commitments and (ii) the date that is 30 days prior to the Extended Revolving Credit Maturity Date. (b) Upon at least three Business Days’ prior irrevocable written or fax notice (or telephonic notice promptly confirmed by written notice) to the Agent, the Borrower may, without premium or penalty, The Company may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Term Loan Commitments or the Revolving Credit Commitments, in each case, of any Class (it being agreed that for purposes of this clause (b), the Initial Tranche F Term Loan Commitments (as defined in Amendment No. 1) and the Delayed Draw Term F Term Loan Commitments (as defined in Amendment No. 1) shall constitute separate ClassesClass; provided, however, provided that (i) each partial reduction of the Term Loan Commitments of a Class shall be in an amount that is an integral multiple of US$1,000,000 and not less than US$5,000,000 (or, if less, the remaining Commitments of such Class) and (ii) the Company shall not terminate or reduce the Revolving Credit Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans in accordance with Section 2.08, (A) the Aggregate Revolving Exposure would exceed the Aggregate Revolving Commitment or (B) the Revolving Exposure of any Revolving Lender would exceed its Revolving Commitment. (c) The Company shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the applicable Class of the contents thereof. Each notice delivered by the Company pursuant to this Section shall be irrevocable; provided that a notice of termination or reduction of the Commitments of any Class under paragraph (b) of this Section may state that such notice is conditioned upon the occurrence of one or more events specified therein, in which case such notice may be revoked by the Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be in an integral multiple of $1,000,000 and in a minimum amount of $1,000,000, (ii) the Total Dollar Revolving Credit Commitment shall not be reduced to an amount that is less than the Aggregate Dollar Revolving Credit Exposure at the time, (iii) the Total Multicurrency Revolving Credit Commitment shall not be reduced to an amount that is less than the Aggregate Multicurrency Revolving Credit Exposure at the time, and (iv) the Borrower may condition a notice of termination of all permanent. Each reduction of the Commitments upon the effectiveness of a replacement financing (or other transaction); provided further that (x) until the Non-Extended Dollar Revolving Credit Commitments shall have been terminated in full or expired, any reduction in the Dollar Revolving Credit Commitments shall be made ratably between the Non-Extended Dollar Revolving Credit Commitments and the Extended Dollar Revolving Credit Commitments and (y) until the Non-Extended Multicurrency Revolving Credit Commitments shall have been terminated in full or expired, any reduction in the Multicurrency Revolving Credit Commitments shall be made ratably between the Non-Extended Multicurrency Revolving Credit Commitments and the Extended Multicurrency Revolving Credit Commitments; provided, however, that prior to the Non-Extended Revolving Credit Maturity Date, the Borrower may terminate in full (but not in part) the Non-Extended Dollar Revolving Credit Commitments without any concurrent termination of the Extended Dollar Revolving Credit Commitments and the Borrower may terminate in full (but not in part) the Non-Extended Multicurrency Revolving Credit Commitments without any concurrent termination of the Extended Multicurrency Revolving Credit Commitments. (c) Each reduction in the Term Loan Commitments or the Revolving Credit Commitments of any Class hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments. The Borrower shall pay to the Agent for the account of the applicable Lenders, on the date of termination or reduction of the Commitments of any such Class, all accrued and unpaid Commitment Fees relating to such Class to but excluding the date of such termination or reduction.

Termination and Reduction of Commitments. (a) The Non-Extended Unless previously terminated, the Revolving Credit Commitments shall automatically terminate at 5:00 p.m., New York City time, on the Non-Extended Revolving Credit Maturity Date. The Extended Revolving Credit Term Loan Commitments (other than Incremental Revolving Credit Commitments, which shall automatically terminate as provided in upon the relevant Incremental Assumption Agreement) and making of the Swingline Commitment shall automatically terminate Term Loans on the Extended Revolving Credit Maturity Date. The L/C Commitment shall automatically terminate on the earlier to occur of (i) the termination of the Extended Revolving Credit Commitments and (ii) the date that is 30 days prior to the Extended Revolving Credit Maturity Effective Date. (b) Upon The Borrower may at least three Business Days’ prior irrevocable written or fax notice (or telephonic notice promptly confirmed by written notice) to the Agent, the Borrower mayany time, without premium or penalty, at any time in whole permanently terminate, or from time to time in part permanently reduce, the Term Loan Commitments or the Revolving Credit Commitments, in each case, of any Class (it being agreed that for purposes of this clause (b), the Initial Tranche F Term Loan Commitments (as defined in Amendment No. 1) and the Delayed Draw Term F Term Loan Commitments (as defined in Amendment No. 1) shall constitute separate Classes; provided, however, provided that (i) each partial reduction of the Term Loan Revolving Commitments or the Revolving Credit Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 and in a minimum amount of not less than $1,000,000, 20,000,000 and (ii) the Total Dollar Revolving Credit Commitment Borrower shall not be reduced terminate or reduce the Revolving Commitments if, after giving effect to an amount that is less than any concurrent prepayment of the Aggregate Dollar Revolving Loans in accordance with Section 2.11, any Lender’s Revolving Credit Exposure at would exceed its Revolving Commitment or the time, (iii) sum of the Total Multicurrency Revolving Credit Commitment shall not be reduced Exposures would exceed the total Revolving Commitments. The Term Loans may continue to an amount that is less than the Aggregate Multicurrency Revolving Credit Exposure at the time, and (iv) the Borrower may condition a notice of termination of all of the Commitments upon the effectiveness of a replacement financing (or other transaction); provided further that (x) until the Non-Extended Dollar Revolving Credit Commitments shall have been terminated in full or expired, remain outstanding after any reduction in the Dollar Revolving Credit Commitments shall be made ratably between the Non-Extended Dollar Revolving Credit Commitments and the Extended Dollar Revolving Credit Commitments and (y) until the Non-Extended Multicurrency Revolving Credit Commitments shall have been terminated in full or expired, any reduction in the Multicurrency Revolving Credit Commitments shall be made ratably between the Non-Extended Multicurrency Revolving Credit Commitments and the Extended Multicurrency Revolving Credit Commitments; provided, however, that prior to the Non-Extended Revolving Credit Maturity Date, the Borrower may terminate in full (but not in part) the Non-Extended Dollar Revolving Credit Commitments without any concurrent termination of the Extended Dollar Revolving Credit Commitments and the Borrower may terminate in full (but not in part) the Non-Extended Multicurrency Revolving Credit Commitments without any concurrent termination of the Extended Multicurrency Revolving Credit Commitments. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice (but in no event later than the effective date thereof), the Administrative Agent shall advise the Revolving Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Revolving 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, which notice may be provided by e-mail, on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Revolving Commitments shall be permanent. Each reduction in of the Term Loan Commitments or the Revolving Credit Commitments of any Class hereunder shall be made ratably among the Revolving Lenders in accordance with their respective applicable Revolving Commitments. The Borrower shall pay to the Agent for the account of the applicable Lenders, on the date of termination or reduction of the Commitments of any Class, all accrued and unpaid Commitment Fees relating to such Class to but excluding the date of such termination or reduction.

Termination and Reduction of Commitments. (a) The Non-Extended Revolving Credit Commitments shall automatically terminate on the Non-Extended Revolving Credit Maturity Date. The Extended Revolving Credit Commitments (other than Incremental Revolving Credit CommitmentsUnless previously terminated, which shall automatically terminate as provided in the relevant Incremental Assumption Agreement) and the Swingline Commitment shall automatically terminate on the Extended Revolving Credit Maturity Date. The L/C Commitment shall automatically terminate on the earlier to occur of (i) the termination of Initial Term Commitments shall terminate at 5:00 p.m., New York City time, on the Extended Revolving Credit Commitments Effective Date and (ii) the date that is 30 days prior Revolving Commitments shall terminate on the Revolving Maturity Date. On the 2019 Incremental Effective Date (after giving effect to the Extended Revolving Credit Maturity funding of the 2019 Incremental Effective Date Term Loans to be made on such date), the 2019 Incremental Effective Date Term Loan Commitments of each Lender as of the 2019 Incremental Effective Date will terminate. The 2019 Delayed Draw Incremental Term Loan Commitments of each Lender shall terminate upon the Borrowing of 2019 Delayed Draw Incremental Term Loans in an amount equal to the principal amount of such 2019 Delayed Draw Incremental Term Loans that are borrowed on such date. On the 2019 Delayed Draw Termination Date, all then outstanding 2019 Delayed Draw Incremental Term Loan Commitments of each Lender on the 2019 Delayed Draw Termination Date will terminate. On the 2020 Incremental Effective Date (after giving effect to the funding of the 2020 Incremental Effective Date Term Loans to be made on such date), the 2020 Incremental Effective Date Term Loan Commitments of each Lender as of the 2020 Incremental Effective Date will terminate. (b) Upon at least three Business Days’ prior irrevocable written or fax notice (or telephonic notice promptly confirmed by written notice) to the Agent, the The Borrower may, without premium or penalty, may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Term Loan Commitments or the Revolving Credit Commitments, in each case, of any Class (it being agreed that for purposes of this clause (b), the Initial Tranche F Term Loan Commitments (as defined in Amendment No. 1) and the Delayed Draw Term F Term Loan Commitments (as defined in Amendment No. 1) shall constitute separate ClassesClass; provided, however, provided that (i) each partial reduction of the Term Loan Commitments or the Revolving Credit Commitments of any Class shall be in an amount that is an integral multiple of $500,000 and not less than $1,000,000 and in a minimum amount of $1,000,000, (ii) the Total Dollar Revolving Credit Commitment Borrower shall not be reduced terminate or reduce the Revolving Commitments if, after giving effect to an amount that is less than the Aggregate Dollar Revolving Credit Exposure at the time, (iii) the Total Multicurrency Revolving Credit Commitment shall not be reduced to an amount that is less than the Aggregate Multicurrency Revolving Credit Exposure at the time, and (iv) the Borrower may condition a notice of termination of all any concurrent prepayment of the Commitments upon the effectiveness of a replacement financing (Revolving Loans or other transaction); provided further that (x) until the Non-Extended Dollar Revolving Credit Commitments shall have been terminated Swingline Loans in full or expired, any reduction in the Dollar Revolving Credit Commitments shall be made ratably between the Non-Extended Dollar Revolving Credit Commitments and the Extended Dollar Revolving Credit Commitments and (y) until the Non-Extended Multicurrency Revolving Credit Commitments shall have been terminated in full or expired, any reduction in the Multicurrency Revolving Credit Commitments shall be made ratably between the Non-Extended Multicurrency Revolving Credit Commitments and the Extended Multicurrency Revolving Credit Commitments; provided, however, that prior to the Non-Extended Revolving Credit Maturity Dateaccordance with Section 2.11, the Borrower may terminate in full (but not in part) aggregate Revolving Exposures would exceed the Non-Extended Dollar aggregate Revolving Credit Commitments without any concurrent termination of the Extended Dollar Revolving Credit Commitments and the Borrower may terminate in full (but not in part) the Non-Extended Multicurrency Revolving Credit Commitments without any concurrent termination of the Extended Multicurrency Revolving Credit Commitments. (c) Each The Borrower may at any time prior to the funding thereunder terminate, or from time to time reduce, the 2019 Delayed Draw Incremental Term Loan Commitments; provided, that each reduction in of the 2019 Delayed Draw Incremental Term Loan Commitments shall be in an amount that is an integral multiple of $500,000 and not less than $1,000,000. (d) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section or any election to terminate or reduce the 2019 Delayed Draw Term Loan Commitments under paragraph (c) of this Section 2.08 at least one Business Day prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Revolving Commitments or 2019 Delayed Draw Term Loan Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or the Revolving Credit receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or condition, 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 of termination) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class hereunder shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective applicable Commitments. The Borrower shall pay to the Agent for the account of the applicable Lenders, on the date of termination or reduction of the Commitments of any such Class, all accrued and unpaid Commitment Fees relating to such Class to but excluding the date of such termination or reduction.

Termination and Reduction of Commitments. (a) The Non-Extended Unless previously terminated, the Revolving Credit Commitments shall automatically terminate at 11:59 p.m., New York City time, on the Non-Extended Revolving Credit Maturity Date. The Extended Revolving Credit Commitments (other than Incremental Revolving Credit Commitments, which shall automatically terminate as provided in the relevant Incremental Assumption Agreement) and the Swingline Commitment shall automatically terminate on the Extended Revolving Credit Maturity Date. The L/C Commitment shall automatically terminate on the earlier to occur of (i) the termination of the Extended Revolving Credit Commitments and (ii) the date that is 30 days prior to the Extended Revolving Credit Maturity Date. (b) Upon at least three Business Days’ prior irrevocable written or fax notice (or telephonic notice promptly confirmed by written notice) to the Agent, the Each Borrower may, without premium or penalty, may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Term Loan Commitments or the Revolving Credit Commitments, in each case, of any Class (it being agreed that for purposes of this clause (b), the Initial Tranche F Term Loan Commitments (as defined in Amendment No. 1) and the Delayed Draw Term F Term Loan Commitments (as defined in Amendment No. 1) shall constitute separate ClassesClass; provided, however, provided that (i) each partial reduction of the Term Loan Commitments or the Revolving Credit Commitments of any Class shall be in an amount that is an integral multiple of $500,000 and not less than $1,000,000 and in a minimum amount of $1,000,000, (ii) the Total Dollar Revolving Credit Commitment each Borrower shall not be reduced terminate or reduce the Revolving Commitments if, after giving effect to an amount that is less than the Aggregate Dollar Revolving Credit Exposure at the time, (iii) the Total Multicurrency Revolving Credit Commitment shall not be reduced to an amount that is less than the Aggregate Multicurrency Revolving Credit Exposure at the time, and (iv) the Borrower may condition a notice of termination of all any concurrent prepayment of the Commitments upon the effectiveness of a replacement financing (Revolving Loans or other transaction); provided further that (x) until the Non-Extended Dollar Revolving Credit Commitments shall have been terminated Swingline Loans in full or expired, any reduction in the Dollar Revolving Credit Commitments shall be made ratably between the Non-Extended Dollar Revolving Credit Commitments and the Extended Dollar Revolving Credit Commitments and (y) until the Non-Extended Multicurrency Revolving Credit Commitments shall have been terminated in full or expired, any reduction in the Multicurrency Revolving Credit Commitments shall be made ratably between the Non-Extended Multicurrency Revolving Credit Commitments and the Extended Multicurrency Revolving Credit Commitments; provided, however, that prior to the Non-Extended Revolving Credit Maturity Dateaccordance with Section 2.11, the Borrower may terminate in full (but not in part) aggregate Revolving Exposures would exceed the Non-Extended Dollar aggregate Revolving Credit Commitments without any concurrent termination of the Extended Dollar Revolving Credit Commitments and the Borrower may terminate in full (but not in part) the Non-Extended Multicurrency Revolving Credit Commitments without any concurrent termination of the Extended Multicurrency Revolving Credit Commitments. (c) Each reduction in Borrower shall notify the Term Loan Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least one Business Day prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by such Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Revolving Commitments delivered by such Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or the Revolving Credit receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or condition, in which case such notice may be revoked by such Borrower (by notice to the Administrative Agent on or prior to the specified effective date of termination) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class hereunder shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective applicable Commitments. The Borrower shall pay to the Agent for the account Commitments of the applicable Lenders, on the date of termination or reduction of such Class; provided that Holdings may terminate the Commitments of any ClassDefaulting Lender on a non-pro rata basis upon notice to the Administrative Agent. (d) In the event that the Co-Borrower shall cease to be a Restricted Subsidiary of On Location as a result of a transaction permitted hereunder, all accrued the status of the Co-Borrower as a Borrower hereunder, and unpaid Commitment Fees relating the commitments of any Lender hereunder to such Class make any Loan to but excluding the date Co-Borrower, shall in each case be automatically terminated (it being understood and agreed that On Location shall remain liable for the principal of such termination or reductionand interest on any Loan to the Co-Borrower). On Location shall deliver written notice to the Administrative Agent promptly after the Co-Borrower ceases to be a Restricted Subsidiary.

Termination and Reduction of Commitments. (a) The Non-Extended Revolving Credit Term Loan Commitments (other than any Incremental Term Loan Commitments, which shall terminate as provided in the related Incremental Assumption Agreement) shall automatically terminate upon the making of the Term Loans on the Non-Extended Revolving Credit Maturity Closing Date. The Extended Revolving Credit Commitments (other than any Incremental Revolving Credit CommitmentsCommitments of a different Class than the Revolving Facility, which shall automatically terminate as provided in the relevant related Incremental Assumption Agreement) and the Swingline Commitment shall automatically terminate on the Extended Revolving Credit Maturity Date. The L/C Commitment shall automatically terminate on the earlier to occur of (i) the termination of the Extended all Initial Revolving Credit Commitments and (ii) the date that is 30 days prior to the Extended Revolving Credit L/C Commitment Maturity Date. (b) Upon at least three Business Days’ prior irrevocable written or fax notice (or telephonic notice promptly confirmed by written notice) to the Administrative Agent, the Borrower may, without premium or penalty, may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Term Loan Commitments or the Revolving Credit Commitments, in each case, of any Class (it being agreed that for purposes of this clause (b), the Initial Tranche F Term Loan Commitments (as defined in Amendment No. 1) and the Delayed Draw Term F Term Loan Commitments (as defined in Amendment No. 1) shall constitute separate Classes; provided, however, that (i) each partial reduction of the Term Loan Commitments or the Revolving Credit Commitments of any Class shall be in an integral multiple of $1,000,000 and in a minimum amount of $1,000,000, 5,000,000 and (ii) the Total Dollar Revolving Credit Commitment shall not be reduced to an amount that is less than the Aggregate Dollar Revolving Credit Exposure at the time, (iii) the Total Multicurrency Revolving Credit Commitment shall not be reduced to an amount that is less than the Aggregate Multicurrency Revolving Credit Exposure at the time, and (iv) the Borrower may condition a . A notice of termination of all of the Commitments or reduction may state that such notice is conditioned upon the effectiveness of a replacement financing (other credit facilities, indentures or similar agreements or other transaction); provided further that transactions, in which case such notice may be revoked by the Borrower (x) until by notice to the Non-Extended Dollar Revolving Credit Commitments shall have been terminated in full Administrative Agent on or expired, any reduction in the Dollar Revolving Credit Commitments shall be made ratably between the Non-Extended Dollar Revolving Credit Commitments and the Extended Dollar Revolving Credit Commitments and (y) until the Non-Extended Multicurrency Revolving Credit Commitments shall have been terminated in full or expired, any reduction in the Multicurrency Revolving Credit Commitments shall be made ratably between the Non-Extended Multicurrency Revolving Credit Commitments and the Extended Multicurrency Revolving Credit Commitments; provided, however, that prior to the Non-Extended Revolving Credit Maturity Date, the Borrower may terminate in full (but specified effective date) if such condition is not in part) the Non-Extended Dollar Revolving Credit Commitments without any concurrent termination of the Extended Dollar Revolving Credit Commitments and the Borrower may terminate in full (but not in part) the Non-Extended Multicurrency Revolving Credit Commitments without any concurrent termination of the Extended Multicurrency Revolving Credit Commitmentssatisfied. (c) Each reduction in the Term Loan Commitments or the Revolving Credit Commitments of any Class hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments. The Borrower shall pay to the Administrative Agent for the account of the applicable Lenders, on the date of each termination or reduction reduction, the Commitment Fees on the amount of the Revolving Credit Commitments of any Class, all so terminated or reduced accrued and unpaid Commitment Fees relating to such Class to but excluding the date of such termination or reduction.

Termination and Reduction of Commitments. (a) The Non-Extended Unless previously terminated, both the US Revolving Credit Loan Commitments and the Global Revolving Loan Commitments shall automatically terminate on the Non-Extended Revolving Credit Maturity Date. The Extended Revolving Credit Commitments (other than Incremental Revolving Credit Commitments, which shall automatically terminate as provided in the relevant Incremental Assumption Agreement) and the Swingline Commitment shall automatically terminate on the Extended Revolving Credit Maturity Date. The L/C Commitment shall automatically terminate on the earlier to occur of (i) the termination of the Extended Revolving Credit Commitments and (ii) the date that is 30 days prior to the Extended Revolving Credit Loan Maturity Date. (b) Upon The Borrowers may at least three Business Days’ prior irrevocable written or fax notice (or telephonic notice promptly confirmed by written notice) to the Agent, the Borrower mayany time terminate, without payment of any premium or penalty, at any time in whole permanently terminate, or from time to time in part permanently reduce, the Term Loan Commitments or the Revolving Credit Commitments, in each case, of any Class (it being agreed that for purposes of this clause (b), the Initial Tranche F Term Loan Commitments (as defined in Amendment No. 1) and the Delayed Draw Term F Term Loan Commitments (as defined in Amendment No. 1) shall constitute separate ClassesTranche; provided, however, provided that (i) each partial reduction of the Term Loan Commitments or the Revolving Credit Commitments of any Class Tranche shall be in an amount that is an integral multiple of $1,000,000 500,000 and in a minimum amount of not less than $1,000,000, (ii) the Total Dollar Borrowers shall not terminate or reduce the US Revolving Loan Commitments if, after giving effect to any concurrent prepayment of the US Revolving Loans in accordance with Section 2.12, the total US Revolving Credit Exposures would exceed the US Total Revolving Loan Commitment shall not be reduced to an amount that is less than the Aggregate Dollar Revolving Credit Exposure at the time, and (iii) the Total Multicurrency Borrowers shall not terminate or reduce the Global Revolving Loan Commitments if, after giving effect to any concurrent prepayment of the Global Revolving Loans in accordance with Section 2.12, the total Global Revolving Credit Commitment shall not be reduced to an amount that is less than Exposures would exceed the Aggregate Multicurrency Global Total Revolving Credit Exposure at the time, and (iv) the Borrower may condition a notice of termination of all of the Commitments upon the effectiveness of a replacement financing (or other transaction); provided further that (x) until the Non-Extended Dollar Revolving Credit Commitments shall have been terminated in full or expired, any reduction in the Dollar Revolving Credit Commitments shall be made ratably between the Non-Extended Dollar Revolving Credit Commitments and the Extended Dollar Revolving Credit Commitments and (y) until the Non-Extended Multicurrency Revolving Credit Commitments shall have been terminated in full or expired, any reduction in the Multicurrency Revolving Credit Commitments shall be made ratably between the Non-Extended Multicurrency Revolving Credit Commitments and the Extended Multicurrency Revolving Credit Commitments; provided, however, that prior to the Non-Extended Revolving Credit Maturity Date, the Borrower may terminate in full (but not in part) the Non-Extended Dollar Revolving Credit Commitments without any concurrent termination of the Extended Dollar Revolving Credit Commitments and the Borrower may terminate in full (but not in part) the Non-Extended Multicurrency Revolving Credit Commitments without any concurrent termination of the Extended Multicurrency Revolving Credit Loan Commitments. (c) The applicable Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least two Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each reduction in notice delivered by a Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Term US Revolving Loan Commitments or the Global Revolving Credit Loan Commitments delivered by a Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by such Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class hereunder Tranche shall be permanent. Each reduction of the Commitments of any Tranche shall be made ratably among the Lenders in accordance with their respective applicable Commitments. The Borrower shall pay to the Agent for the account of the applicable Lenders, on the date of termination or reduction of the Commitments of any Class, all accrued and unpaid Commitment Fees relating to under such Class to but excluding the date of such termination or reductionTranche.

Termination and Reduction of Commitments. (a) The Non-Extended Revolving Credit Commitments Commitment of each Lender shall automatically terminate on the Non-Extended Revolving Credit Maturity Date. The Extended Revolving Credit Commitments (other than Incremental Revolving Credit Commitments, which shall automatically terminate Termination Date applicable to such Lender as provided in the relevant Incremental Assumption Agreement) and the Swingline Commitment shall automatically terminate Section 2.09. If any Letter of Credit remains outstanding on the Extended Revolving Credit Maturity Termination Date. The L/C Commitment shall automatically terminate on , the earlier Borrower will deposit with the Administrative Agent an amount in Cash Collateral equal to occur of (i) the termination 105% of the Extended Revolving aggregate undrawn amount of such Letter of Credit Commitments and (ii) to secure the date Borrower’s reimbursement obligations with respect to any drawings that is 30 days prior to the Extended Revolving Credit Maturity Datemay occur thereunder. (b) Upon at least three Business Days’ prior irrevocable written or fax notice (or telephonic notice promptly confirmed by written notice) to the Agent, the The Borrower may, without premium or penalty, may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Term Loan Commitments or the Revolving Credit Commitments, in each case, of any Class (it being agreed that for purposes of this clause (b), the Initial Tranche F Term Loan Commitments (as defined in Amendment No. 1) and the Delayed Draw Term F Term Loan Commitments (as defined in Amendment No. 1) shall constitute separate Classes; provided, however, provided that (i) each partial reduction of the Term Loan Commitments or the Revolving Credit Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 and in a minimum amount of not less than $1,000,000, 5,000,000 and (ii) the Total Dollar Revolving Credit Commitment Borrower shall not be reduced terminate or reduce any Commitments if, after giving effect to an amount that is less than such termination or reduction and any concurrent prepayment of the Loans in accordance with Section 2.11, the total Aggregate Exposure would exceed the Aggregate Dollar Revolving Credit Exposure at the time, (iii) the Total Multicurrency Revolving Credit Commitment shall not be reduced to an amount that is less than the Aggregate Multicurrency Revolving Credit Exposure at the time, and (iv) the Borrower may condition a notice of termination of all of the Commitments upon the effectiveness of a replacement financing (or other transaction); provided further that (x) until the Non-Extended Dollar Revolving Credit Commitments shall have been terminated in full or expired, any reduction in the Dollar Revolving Credit Commitments shall be made ratably between the Non-Extended Dollar Revolving Credit Commitments and the Extended Dollar Revolving Credit Commitments and (y) until the Non-Extended Multicurrency Revolving Credit Commitments shall have been terminated in full or expired, any reduction in the Multicurrency Revolving Credit Commitments shall be made ratably between the Non-Extended Multicurrency Revolving Credit Commitments and the Extended Multicurrency Revolving Credit Commitments; provided, however, that prior to the Non-Extended Revolving Credit Maturity Date, the Borrower may terminate in full (but not in part) the Non-Extended Dollar Revolving Credit Commitments without any concurrent termination of the Extended Dollar Revolving Credit Commitments and the Borrower may terminate in full (but not in part) the Non-Extended Multicurrency Revolving Credit Commitments without any concurrent termination of the Extended Multicurrency Revolving Credit Commitments. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the 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. (d) Any termination or reduction of the Commitments shall be permanent. Each reduction in of the Term Loan Commitments or the Revolving Credit Commitments of any Class hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments. The Borrower shall pay to the Agent for the account of the applicable Lenders, on the date of termination or reduction of the Commitments of any Class, all accrued and unpaid Commitment Fees relating to such Class to but excluding the date of such termination or reduction.

Termination and Reduction of Commitments. (a) The Non-Extended Unless previously terminated, the Revolving Credit Facility Commitments of each Class shall automatically and permanently terminate on the Non-Extended applicable Revolving Credit Facility Maturity DateDate for such Class. The Extended Revolving Credit Commitments On the Closing Date (other than Incremental Revolving Credit Commitments, which shall automatically terminate as provided in after giving effect to the relevant Incremental Assumption Agreement) and the Swingline Commitment shall automatically terminate on the Extended Revolving Credit Maturity Date. The L/C Commitment shall automatically terminate on the earlier to occur of (i) the termination funding of the Extended Revolving Credit requested amount of Initial Term Loans by the Initial Term Lenders), the Initial Term Loan Commitments of the Initial Term Lenders will automatically and (ii) the date that is 30 days prior to the Extended Revolving Credit Maturity Datepermanently terminate. (b) Upon at least three Business Days’ prior irrevocable written or fax notice (or telephonic notice promptly confirmed by written notice) to the Agent, the Borrower may, without premium or penalty, BGI may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Term Loan Revolving Facility Commitments or the Revolving Credit Commitments, in each case, of any Class (it being agreed that for purposes of this clause (b), the Initial Tranche F Term Loan Commitments (as defined in Amendment No. 1) and the Delayed Draw Term F Term Loan Commitments (as defined in Amendment No. 1) shall constitute separate ClassesClass; provided, however, that (i) each partial reduction of the Term Loan Commitments or the Revolving Credit Facility Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 and in a minimum not less than $10,000,000 (or, if less, the remaining amount of $1,000,000, the Revolving Facility Commitments of such Class) and (ii) the Total Dollar Revolving Credit Commitment BGI shall not be reduced terminate or reduce the Revolving Facility Commitments of any Class if, after giving effect to an amount that is less than any concurrent prepayment of the Aggregate Dollar Revolving Facility Loans in accordance with Section 2.11 and any Cash Collateralization of Letters of Credit in accordance with Section 2.05(o), as applicable, the Revolving Facility Credit Exposure at the timeof such Class (excluding any Cash Collateralized Letter of Credit, (iii) the Total Multicurrency Revolving Credit Commitment shall not be reduced to an amount that is less than the Aggregate Multicurrency Revolving Credit Exposure at the time, and (iv) the Borrower may condition a notice of termination of all of the Commitments upon the effectiveness of a replacement financing (or other transaction); provided further that (x) until the Non-Extended Dollar Revolving Credit Commitments shall have been terminated in full or expired, any reduction in the Dollar Revolving Credit Commitments shall be made ratably between the Non-Extended Dollar Revolving Credit Commitments and the Extended Dollar Revolving Credit Commitments and (y) until the Non-Extended Multicurrency Revolving Credit Commitments shall have been terminated in full or expired, any reduction in the Multicurrency Revolving Credit Commitments shall be made ratably between the Non-Extended Multicurrency Revolving Credit Commitments and the Extended Multicurrency Revolving Credit Commitments; provided, however, that prior to the Non-Extended extent so Cash Collateralized) would exceed the total Revolving Credit Maturity Date, the Borrower may terminate in full (but not in part) the Non-Extended Dollar Revolving Credit Facility Commitments without any concurrent termination of the Extended Dollar Revolving Credit Commitments and the Borrower may terminate in full (but not in part) the Non-Extended Multicurrency Revolving Credit Commitments without any concurrent termination of the Extended Multicurrency Revolving Credit Commitmentssuch Class. (c) Each reduction in BGI shall notify the Term Loan Commitments Administrative Agent of any election to terminate or reduce the Revolving Credit Facility Commitments of any Class hereunder under clause (b) of this Section 2.08 at least three (3) Business Days prior to the effective date of such termination or reduction (or such shorter period acceptable to the Administrative Agent), specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the applicable Lenders of the contents thereof. Each notice delivered by BGI pursuant to this Section 2.08 shall be irrevocable; provided, that a notice of termination or reduction of the Revolving Facility Commitments of any Class delivered by BGI may state that such notice is conditioned upon the effectiveness of other credit facilities, indentures or similar agreements or other transactions, in which case such notice may be revoked by BGI (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied or waived by BGI. Any termination or reduction of the Commitments shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective applicable Commitments. The Borrower shall pay to the Agent for the account of the applicable Lenders, on the date of termination or reduction of the Commitments of any such Class, all accrued and unpaid Commitment Fees relating to such Class to but excluding the date of such termination or reduction.

Termination and Reduction of Commitments. (a) The Non-Extended Revolving Credit Commitments shall automatically terminate at 5:00 p.m. (New York time) on the Non-Extended Revolving Credit Final Bridge Maturity Date. The Extended Revolving Credit Commitments (other than Incremental Revolving Credit Commitments, which shall automatically terminate as provided in the relevant Incremental Assumption Agreement) Date if no Loans have been made by such time and the Swingline Commitment shall automatically terminate Borrower has not requested the Lenders to make the Loans. In addition, any unused Commitments remaining after giving effect to the Borrowings on the Extended Revolving Credit Maturity Date. The L/C Commitment Borrowing Date shall automatically terminate on the earlier to occur of (i) the termination of the Extended Revolving Credit Commitments and (ii) the date that is 30 days prior to the Extended Revolving Credit Maturity Datebe terminated. (b) Upon at least three Business Days’ prior irrevocable written or fax notice (or telephonic notice promptly confirmed by written notice) Prior to the AgentBorrowing Date, the Borrower may, without premium or penalty, may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Term Loan Commitments; provided that each reduction of the Commitments shall be in an amount that is an integral multiple of $100,000,000. If as a result of such reduction the Commitments available hereunder are reduced to zero, this Agreement shall be terminated. (c) On or after the Effective Date, at any time and from time to time that the Bridge Facility Reduction Amount is increased prior to the Bridge Facility Borrowing Date as a result of any commitment reductions required to be or voluntarily made by the Borrower under the Bridge Facility Credit Agreement, the Commitments available hereunder shall immediately be reduced by an amount equal to fifty percent (50%) of such increase in the Bridge Facility Reduction Amount. If as a result of such reduction the Commitments available hereunder are reduced to zero, this Agreement shall be terminated. (d) On (i) the date of any increase in the commitments available under the Revolving Credit CommitmentsAgreement prior to the Borrowing Date and (ii) the Borrowing Date (prior to the Borrowing), the Commitments available hereunder shall be reduced, in each case, by the amount by which Revolver Availability on such date exceeds $2,000,000,000. If as a result of any Class such reduction the Commitments hereunder are reduced to zero, this Agreement shall be terminated. (it being agreed that for purposes of this clause e) On the Borrowing Date (bimmediately prior to the Borrowing), the Initial Tranche F Term Loan Commitments available hereunder shall immediately be reduced by an amount equal to the Immediate Prepayment Amount. (as defined f) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least one Business Day prior to the effective date of such termination or reduction specifying such election and the effective date thereof. The Borrower shall also notify the Administrative Agent promptly upon any event or circumstance resulting in Amendment No. 1a requirement to terminate or reduce the Commitments under paragraph (c) and shall provide the Delayed Draw Term F Term Loan Commitments (as defined Administrative Agent a calculation, together with supporting evidence in Amendment No. 1) shall constitute separate Classes; providedreasonable detail, however, that (i) each partial of the amount of any such reduction of the Term Loan Commitments or Commitment. In the Revolving Credit Commitments case of the paragraph (d) above, the Borrower shall provide the Administrative Agent prior to the Borrowing a calculation, together with supporting evidence in reasonable detail, of the amount of any Class such reduction of the Commitment and the current Revolver Availability. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to paragraph (b) of this Section shall be in an integral multiple of $1,000,000 and in a minimum amount of $1,000,000, (ii) the Total Dollar Revolving Credit Commitment shall not be reduced to an amount irrevocable; provided that is less than the Aggregate Dollar Revolving Credit Exposure at the time, (iii) the Total Multicurrency Revolving Credit Commitment shall not be reduced to an amount that is less than the Aggregate Multicurrency Revolving Credit Exposure at the time, and (iv) the Borrower may condition a any such notice of termination of all of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of a replacement financing other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or other transaction); provided further that (xprior to the specified effective date) until if such condition is not satisfied. Any termination or reduction of the Non-Extended Dollar Revolving Credit Commitments shall have been terminated in full or expired, any reduction in the Dollar Revolving Credit Commitments shall be made ratably between the Non-Extended Dollar Revolving Credit Commitments and the Extended Dollar Revolving Credit Commitments and (y) until the Non-Extended Multicurrency Revolving Credit Commitments shall have been terminated in full or expired, any permanent. Each reduction in the Multicurrency Revolving Credit Commitments shall be made ratably between the Non-Extended Multicurrency Revolving Credit Commitments and the Extended Multicurrency Revolving Credit Commitments; provided, however, that prior to the Non-Extended Revolving Credit Maturity Date, the Borrower may terminate in full (but not in part) the Non-Extended Dollar Revolving Credit Commitments without any concurrent termination of the Extended Dollar Revolving Credit Commitments and the Borrower may terminate in full (but not in part) the Non-Extended Multicurrency Revolving Credit Commitments without any concurrent termination of the Extended Multicurrency Revolving Credit Commitments. (c) Each reduction in the Term Loan Commitments or the Revolving Credit Commitments of any Class hereunder effected under this Section 2.08 shall be made ratably among the Lenders in accordance with their respective applicable Commitments. The Borrower shall pay to the Agent for the account of the applicable Lenders, on the date of termination or reduction of the Commitments of any Class, all accrued and unpaid Commitment Fees relating to such Class to but excluding the date of such termination or reduction.

Termination and Reduction of Commitments. (a) The Non-Extended Unless previously terminated, the Revolving Credit Commitments shall automatically terminate on the Non-Extended Revolving Credit Maturity Date. The Extended Revolving Credit Date and the Term Loan Commitments (other than Incremental Revolving Credit New Term Loan Commitments, which ) shall automatically terminate on the Term Loan Commitment Expiry Date and the Effective Date Term Loan Commitment Expiry Date in each case as provided in the relevant Incremental Assumption Agreement) and the Swingline Commitment shall automatically terminate on the Extended Revolving Credit Maturity Date. The L/C Commitment shall automatically terminate on the earlier to occur of (i) the termination of the Extended Revolving Credit Commitments and (ii) the date that is 30 days prior to the Extended Revolving Credit Maturity DateSection 2.01(b). (b) Upon at least three Business Days’ prior irrevocable written or fax notice (or telephonic notice promptly confirmed by written notice) to the Agent, the The Borrower may, without premium or penalty, may at any time terminate in whole permanently terminatefull, or from time to time in part permanently reduce, the Term Loan Commitments or the Revolving Credit Commitments, in each case, of any Class (it being agreed that for purposes of this clause (b), the Initial Tranche F Term Loan Commitments (as defined in Amendment No. 1) and the Delayed Draw Term F Term Loan Commitments (as defined in Amendment No. 1) shall constitute separate Classesunder a particular Facility; provided, however, provided that (i) each partial reduction of the Term Loan Commitments or the Revolving Credit Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 and in a minimum amount of not less than $1,000,000, 5,000,000 and (ii) the Total Dollar Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.10, the sum of the Revolving Credit Commitment shall not be reduced to an amount that is less than Exposures would exceed the Aggregate Dollar total Revolving Credit Exposure at the time, (iii) the Total Multicurrency Revolving Credit Commitment shall not be reduced to an amount that is less than the Aggregate Multicurrency Revolving Credit Exposure at the time, and (iv) the Borrower may condition a notice of termination of all of the Commitments upon the effectiveness of a replacement financing (or other transaction); provided further that (x) until the Non-Extended Dollar Revolving Credit Commitments shall have been terminated in full or expired, any reduction in the Dollar Revolving Credit Commitments shall be made ratably between the Non-Extended Dollar Revolving Credit Commitments and the Extended Dollar Revolving Credit Commitments and (y) until the Non-Extended Multicurrency Revolving Credit Commitments shall have been terminated in full or expired, any reduction in the Multicurrency Revolving Credit Commitments shall be made ratably between the Non-Extended Multicurrency Revolving Credit Commitments and the Extended Multicurrency Revolving Credit Commitments; provided, however, that prior to the Non-Extended Revolving Credit Maturity Date, the Borrower may terminate in full (but not in part) the Non-Extended Dollar Revolving Credit Commitments without any concurrent termination of the Extended Dollar Revolving Credit Commitments and the Borrower may terminate in full (but not in part) the Non-Extended Multicurrency Revolving Credit Commitments without any concurrent termination of the Extended Multicurrency Revolving Credit Commitments. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least one (1) Business Day prior to the effective date of such termination or reduction, specifying such election and the effective date thereof; provided that if any Revolving Loan is to be terminated or reduced, the Borrower shall comply with Section 2.10(c). Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that if such a notice of termination of the Revolving Commitments delivered by the Borrower expressly states that such notice is conditioned upon the effectiveness of other credit facilities or the closing of a specified transaction, 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. Any termination or reduction of the Commitments shall be permanent. Each reduction in of the Term Loan Commitments or the Revolving Credit Commitments of any Class hereunder under a particular Facility shall be made ratably among the Lenders in accordance with their respective applicable Commitments. The Borrower shall pay to the Agent for the account of the applicable Lenders, on the date of termination or reduction of the Commitments of any Class, all accrued and unpaid Commitment Fees relating to under such Class to but excluding the date of such termination or reductionFacility.

Termination and Reduction of Commitments. (a) The Non-Extended Revolving Credit Commitments shall automatically terminate on the Non-Extended Revolving Credit Maturity Date. The Extended Revolving Credit Commitments (other than Incremental Revolving Credit CommitmentsUnless previously terminated, which shall automatically terminate as provided in the relevant Incremental Assumption Agreement) and the Swingline Commitment shall automatically terminate on the Extended Revolving Credit Maturity Date. The L/C Commitment shall automatically terminate on the earlier to occur of (i) the termination of Term Commitments shall terminate at 5:00 p.m., New York City time, on the Extended Revolving Credit Commitments Closing Date and (ii) the date that is 30 days prior to Revolving Commitments shall terminate on the Extended Revolving Credit Maturity Date. (b) Upon at least three Business Days’ prior irrevocable written or fax notice (or telephonic notice promptly confirmed by written notice) to the Agent, the The Borrower may, without premium or penalty, may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Term Loan Commitments or the Revolving Credit Commitments, in each case, of any Class (it being agreed that for purposes of this clause (b), the Initial Tranche F Term Loan Commitments (as defined in Amendment No. 1) and the Delayed Draw Term F Term Loan Commitments (as defined in Amendment No. 1) shall constitute separate ClassesClass; provided, however, provided that (i) each partial reduction of the Term Loan Commitments or the Revolving Credit Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 250,000 and in a minimum not less than $250,000, unless such amount represents all of $1,000,000the remaining Commitments of such Class, (ii) the Total Dollar Revolving Credit Commitment Borrower shall not be reduced terminate or reduce the Revolving Commitments if, after giving effect to an amount that is less than any concurrent prepayment of the Aggregate Dollar Revolving Credit Loans or Swingline Loans in accordance with Section 2.11, the aggregate Revolving Exposure at would exceed the time, aggregate Revolving Commitments of all Lenders and (iii) if, after giving effect to any reduction of the Total Multicurrency Revolving Commitments, the Letter of Credit Commitment shall not be reduced to an Sublimit exceeds the aggregate amount that is less than the Aggregate Multicurrency of Revolving Credit Exposure at the time, and (iv) the Borrower may condition a notice of termination Commitments of all Lenders, the Letter of the Commitments upon the effectiveness of a replacement financing (or other transaction); provided further that (x) until the Non-Extended Dollar Revolving Credit Commitments shall have been terminated in full or expired, any reduction in the Dollar Revolving Credit Commitments Sublimit shall be made ratably between automatically reduced by the Non-Extended Dollar Revolving Credit Commitments and the Extended Dollar Revolving Credit Commitments and (y) until the Non-Extended Multicurrency Revolving Credit Commitments shall have been terminated in full or expired, any reduction in the Multicurrency Revolving Credit Commitments shall be made ratably between the Non-Extended Multicurrency Revolving Credit Commitments and the Extended Multicurrency Revolving Credit Commitments; provided, however, that prior to the Non-Extended Revolving Credit Maturity Date, the Borrower may terminate in full (but not in part) the Non-Extended Dollar Revolving Credit Commitments without any concurrent termination amount of the Extended Dollar Revolving Credit Commitments and the Borrower may terminate in full (but not in part) the Non-Extended Multicurrency Revolving Credit Commitments without any concurrent termination of the Extended Multicurrency Revolving Credit Commitmentssuch excess. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the applicable Class of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination or reduction in of the Term Loan Revolving Commitments under paragraph (b) of this Section may state that such notice is conditioned upon the consummation of an acquisition or sale transaction or upon the effectiveness of other credit facilities or the Revolving Credit receipt of proceeds from the issuance of other Indebtedness, 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. Any termination or reduction of the Commitments of any Class hereunder shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective applicable Commitments. The Borrower shall pay to the Agent for the account of the applicable Lenders, on the date of termination or reduction of the Commitments of any such Class, all accrued and unpaid Commitment Fees relating to such Class to but excluding the date of such termination or reduction.

Termination and Reduction of Commitments. (a) The Non-Extended Revolving Credit Unless previously terminated, the Commitments shall automatically terminate on the Non-Extended Revolving Credit Maturity Date. The Extended Revolving Credit Commitments Date (other than Incremental Revolving Credit Commitments, which shall automatically terminate as provided in the relevant Incremental Assumption Agreement) and the Swingline Commitment shall automatically terminate on the Extended Revolving Credit Maturity Date. The L/C Commitment shall automatically terminate on the earlier subject to occur of (i) the termination of the Extended Revolving Credit Commitments and (ii) the date that is 30 days prior to the Extended Revolving Credit Maturity DateSection 2.25). (b) Upon at least three Business Days’ prior irrevocable written or fax notice (or telephonic notice promptly confirmed by written notice) to the Agent, the Borrower may, without premium or penalty, The Company may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Term Loan Commitments or the Revolving Credit Commitments, in each case, of any Class (it being agreed that for purposes of this clause (b), the Initial Tranche F Term Loan Commitments (as defined in Amendment No. 1) and the Delayed Draw Term F Term Loan Commitments (as defined in Amendment No. 1) shall constitute separate Classes; provided, however, provided that (i) each partial reduction of the Term Loan Commitments or the Revolving Credit Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 500,000 and not less than $5,000,000 and (ii) the Company shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.11, the Dollar Amount of the Total Revolving Credit Exposure would exceed the Aggregate Commitment. (c) Notwithstanding the foregoing, upon the acquisition of one Lender by another Lender, or the merger, consolidation or other combination of any two or more Lenders (any such acquisition, merger, consolidation or other combination being referred to hereinafter as a minimum “Combination” and each Lender which is a party to such Combination being hereinafter referred to as a “Combined Lender”), the Company may notify the Administrative Agent that it desires to reduce the Commitment of the Lender surviving such Combination (the “Surviving Lender”) to an amount equal to the Commitment of that Combined Lender which had the largest Commitment of each of the Combined Lenders party to such Combination (such largest Commitment being the “Surviving Commitment” and the Commitments of the other Combined Lenders being hereinafter referred to, collectively, as the “Retired Commitments”). If the Required Lenders (determined as set forth below) and the Administrative Agent agree to such reduction in the Surviving Lender’s Commitment, then (i) the aggregate amount of $1,000,000the Commitments shall be reduced by the Retired Commitments effective upon the effective date of the Combination, provided, that, on or before such date the Borrowers have paid in full the outstanding principal amount of the Loans of each of the Combined Lenders other than the Combined Lender whose Commitment is the Surviving Commitment, (ii) from and after the Total Dollar Revolving Credit Commitment effective date of such reduction, the Surviving Lender shall not be reduced have no obligation with respect to an amount that is less than the Aggregate Dollar Revolving Credit Exposure at the timeRetired Commitments, and (iii) the Total Multicurrency Revolving Credit Company shall notify the Administrative Agent whether it wants such reduction to be a permanent reduction or a temporary reduction. If such reduction is to be a temporary reduction, then the Company shall be responsible for finding one or more financial institutions (each, a “Replacement Lender”), acceptable to the Administrative Agent (such acceptance not to be unreasonably withheld, conditioned or delayed), willing to assume the obligations of a Lender hereunder with aggregate Commitments up to the amount of the Retired Commitments. The Administrative Agent may require the Replacement Lenders to execute such documents, instruments or agreements as the Administrative Agent reasonably deems necessary or desirable to evidence such Replacement Lenders’ agreement to become parties hereunder. For purposes of this Section 2.09(c), Required Lenders shall be determined as if the reduction in the aggregate amount of the Commitments requested by the Company had occurred (i.e., the Combined Lenders shall be deemed to have a single Commitment equal to the Surviving Commitment and the aggregate amount of the Commitments shall not be deemed to have been reduced by the Retired Commitments). (d) The Company shall notify the Administrative Agent of any election to an amount terminate or reduce the Commitments under paragraph (b) of this Section at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Company pursuant to this Section shall be irrevocable; provided that is less than the Aggregate Multicurrency Revolving Credit Exposure at the time, and (iv) the Borrower may condition a notice of termination of all of the Commitments delivered by the Company may state that such notice is conditioned upon the effectiveness of a replacement financing (other credit facilities or other transaction); provided further that transactions specified therein, in which case such notice may be revoked by the Company (xby notice to the Administrative Agent on or prior to the specified effective date) until if such condition is not satisfied. Any termination or reduction of the Non-Extended Dollar Revolving Credit Commitments shall have been terminated in full or expired, any reduction in the Dollar Revolving Credit Commitments shall be made ratably between the Non-Extended Dollar Revolving Credit Commitments and the Extended Dollar Revolving Credit Commitments and (y) until the Non-Extended Multicurrency Revolving Credit Commitments shall have been terminated in full or expired, any permanent. Each reduction in the Multicurrency Revolving Credit Commitments shall be made ratably between the Non-Extended Multicurrency Revolving Credit Commitments and the Extended Multicurrency Revolving Credit Commitments; provided, however, that prior to the Non-Extended Revolving Credit Maturity Date, the Borrower may terminate in full (but not in part) the Non-Extended Dollar Revolving Credit Commitments without any concurrent termination of the Extended Dollar Revolving Credit Commitments and the Borrower may terminate in full (but not in part) the Non-Extended Multicurrency Revolving Credit Commitments without any concurrent termination of the Extended Multicurrency Revolving Credit Commitments. (c) Each reduction in the Term Loan Commitments or the Revolving Credit Commitments of any Class hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments. The Borrower shall pay to the Agent for the account of the applicable Lenders, on the date of termination or reduction of the Commitments of any Class, all accrued and unpaid Commitment Fees relating to such Class to but excluding the date of such termination or reduction.

Termination and Reduction of Commitments. (a) The Non-Extended Revolving Credit Commitments shall automatically terminate on the Non-Extended Revolving Credit Maturity Date. The Extended Revolving Credit Commitments (other than Incremental Revolving Credit CommitmentsUnless previously terminated, which shall automatically terminate as provided in the relevant Incremental Assumption Agreement) and the Swingline Commitment shall automatically terminate on the Extended Revolving Credit Maturity Date. The L/C Commitment shall automatically terminate on the earlier to occur of (i) the termination Initial Term Commitments shall terminate at 11:59 p.m., New York City time on the Initial Term Commitment Expiration Date (provided that in connection with each drawing of Initial Term Loans in accordance with Section 2.01(a), the Initial Term Commitment of each Lender shall be reduced on a dollar for dollar basis by the amount of Initial Term Loans made by such Lender on the date of such drawing; provided further, that, to the extent that Bidco elects prior to the Target Debt Refinancing Outside Date that any portion of the Extended Revolving Credit Potential Rollover Instruments shall remain outstanding in accordance with the definition of “Target Debt Refinancing Indebtedness”, the Initial Term Commitments and shall be reduced on a dollar for dollar basis by an aggregate amount equal to the Rolled Over Amounts (with the Initial Term Commitments being reduced among the Lenders on a ratable basis)), (ii) the date that is 30 days prior to Term Commitments in respect of the Extended Amendment No. 1 Refinancing Term Loans shall terminate on the Amendment No. 1 Effective Date and (iii) the Revolving Credit Commitments shall terminate on the Revolving Maturity Date. (b) Upon at least three Business Days’ prior irrevocable written or fax notice (or telephonic notice promptly confirmed by written notice) to the Agent, the Borrower may, without premium or penalty, The Borrowers may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Term Loan Commitments or the Revolving Credit Commitments, in each case, of any Class (it being agreed that for purposes of this clause (b), the Initial Tranche F Term Loan Commitments (as defined in Amendment No. 1) and the Delayed Draw Term F Term Loan Commitments (as defined in Amendment No. 1) shall constitute separate ClassesClass; provided, however, provided that (i) each partial reduction of the Term Loan Commitments or the Revolving Credit Commitments of any Class shall be in an amount that is an integral multiple of $500,000 and not less than $1,000,000 unless such amount represents all of the remaining Commitments of such Class and in a minimum amount of $1,000,000, (ii) the Total Dollar Revolving Credit Commitment Borrowers shall not terminate or reduce the Revolving Commitments of any Class if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans of any Class in accordance with Section 2.10, the aggregate Revolving Exposures of such Class would exceed the aggregate Revolving Commitments of such Class. (c) The Borrowers shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section 2.07 at least one (1) Business Day prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrowers pursuant to this Section 2.07 shall be reduced to an amount irrevocable; provided that is less than the Aggregate Dollar Revolving Credit Exposure at the time, (iii) the Total Multicurrency Revolving Credit Commitment shall not be reduced to an amount that is less than the Aggregate Multicurrency Revolving Credit Exposure at the time, and (iv) the Borrower may condition a notice of termination of all the Revolving Commitments of any Class delivered by the Commitments Borrowers may state that such notice is conditioned upon the effectiveness of a replacement financing other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or condition, in which case such notice may be revoked or extended by the Borrowers (by notice to the Administrative Agent on or other transaction); provided further that (x) until the Non-Extended Dollar Revolving Credit Commitments shall have been terminated in full or expired, any reduction in the Dollar Revolving Credit Commitments shall be made ratably between the Non-Extended Dollar Revolving Credit Commitments and the Extended Dollar Revolving Credit Commitments and (y) until the Non-Extended Multicurrency Revolving Credit Commitments shall have been terminated in full or expired, any reduction in the Multicurrency Revolving Credit Commitments shall be made ratably between the Non-Extended Multicurrency Revolving Credit Commitments and the Extended Multicurrency Revolving Credit Commitments; provided, however, that prior to the Non-Extended Revolving Credit Maturity Date, the Borrower may terminate in full (but specified effective date of termination) if such condition is not in part) the Non-Extended Dollar Revolving Credit Commitments without any concurrent satisfied. Any termination or reduction of the Extended Dollar Revolving Credit Commitments and the Borrower may terminate in full (but not in part) the Non-Extended Multicurrency Revolving Credit Commitments without any concurrent termination of the Extended Multicurrency Revolving Credit Commitments. (c) Each reduction in the Term Loan Commitments or the Revolving Credit Commitments of any Class hereunder shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective applicable Commitments. The Borrower shall pay to the Agent for the account of the applicable Lenders, on the date of termination or reduction of the Commitments of any such Class, all accrued and unpaid Commitment Fees relating to such Class to but excluding the date of such termination or reduction.

Termination and Reduction of Commitments. (a) The Non-Extended Revolving Credit Term Loan Commitments for the Initial Term Loans in effect on the Closing Date shall automatically terminate upon the making of the Initial Term Loans on the Non-Extended Revolving Credit Maturity Closing Date. The Extended Revolving Credit 2018 Incremental Term Loan Commitments (other than for the 2018 Incremental Revolving Credit Commitments, which Term Loans in effect on the First Incremental Amendment Date shall automatically terminate as provided upon the making of the 2018 Incremental Term Loans on the First Incremental Amendment Date. The 2020 Incremental Term Loan Commitments for the 2020 Incremental Term Loans in effect on the relevant Third Incremental Assumption Agreement) Amendment Date shall automatically terminate upon the making of the 2020 Incremental Term Loans on the Third Incremental Amendment Date. The 2021 Incremental Term Loan Commitments for the 2021 Incremental Term Loans in effect on the Sixth Amendment Effective Date shall automatically terminate upon the making of the 2021 Incremental Term Loans on the Sixth Amendment Effective Date. The Revolving Commitments and the Swingline LC Commitment shall automatically terminate on the Extended Revolving Credit Maturity Date. The L/C Commitment shall automatically terminate on the earlier to occur of (i) the termination of the Extended Revolving Credit Commitments and (ii) the date that is 30 days prior to the Extended Revolving Credit Maturity Date. (b) Upon at least three Business Days’ prior irrevocable written or fax notice (or telephonic notice promptly confirmed by written notice) to the Agent, the The Borrower may, without premium or penalty, may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Term Loan Commitments or the Revolving Credit Commitments, in each case, of reduce any Class (it being agreed that for purposes of this clause (b), Commitments selected by the Initial Tranche F Term Loan Commitments (as defined in Amendment No. 1) and the Delayed Draw Term F Term Loan Commitments (as defined in Amendment No. 1) shall constitute separate ClassesBorrower; provided, however, provided that (i) each partial reduction of the Term Loan Commitments or the Revolving Credit Commitments of any Class of Commitments shall be in an amount that is an integral multiple of $1,000,000 and in a minimum amount of $1,000,000, 2,000,000 and (ii) the Total Dollar Revolving Credit Commitment Commitments shall not be terminated or reduced if, after giving effect to an amount that is less than the Aggregate Dollar Revolving Credit Exposure at the time, (iii) the Total Multicurrency Revolving Credit Commitment shall not be reduced to an amount that is less than the Aggregate Multicurrency Revolving Credit Exposure at the time, and (iv) the Borrower may condition a notice of termination of all any concurrent prepayment of the Commitments upon the effectiveness of a replacement financing (or other transaction); provided further that (x) until the Non-Extended Dollar Revolving Credit Commitments shall have been terminated Loans in full or expired, any reduction in the Dollar Revolving Credit Commitments shall be made ratably between the Non-Extended Dollar Revolving Credit Commitments and the Extended Dollar Revolving Credit Commitments and (y) until the Non-Extended Multicurrency Revolving Credit Commitments shall have been terminated in full or expired, any reduction in the Multicurrency Revolving Credit Commitments shall be made ratably between the Non-Extended Multicurrency Revolving Credit Commitments and the Extended Multicurrency Revolving Credit Commitments; provided, however, that prior to the Non-Extended Revolving Credit Maturity Dateaccordance with Section 2.12, the Borrower may terminate in full (but not in part) aggregate amount of Revolving Exposures would exceed the Non-Extended Dollar aggregate amount of Revolving Credit Commitments without any concurrent termination of the Extended Dollar Revolving Credit Commitments and the Borrower may terminate in full (but not in part) the Non-Extended Multicurrency Revolving Credit Commitments without any concurrent termination of the Extended Multicurrency Revolving Credit Commitments. (c) The Borrower shall notify the Administrative Agent in writing of any election to terminate or reduce the Commitments under Section 2.09(b) at least three Business Days prior to the effective date of such termination or reduction (which effective date shall be a Business Day), specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section 2.09 shall be irrevocable; provided that the Borrower may rescind or postpone any notice of termination or reduction in of the Term Loan Commitments if such termination or reduction would have resulted from a refinancing, which refinancing shall not be consummated or otherwise shall be delayed. Any termination or reduction of the Revolving Credit Commitments of any Class hereunder shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective applicable Commitments. The Borrower shall pay to the Agent for the account of the applicable Lenders, on the date of termination or reduction of the Commitments of any such Class, all accrued and unpaid Commitment Fees relating to such Class to but excluding the date of such termination or reduction.

Termination and Reduction of Commitments. (a) The Non-Extended Revolving Credit Commitments shall automatically terminate on the Non-Extended Revolving Credit Maturity Date. The Extended Revolving Credit Commitments (other than Incremental Revolving Credit Commitments, which shall automatically terminate as provided in the relevant Incremental Assumption Agreement) and the Swingline Commitment shall automatically terminate on the Extended Revolving Credit Maturity Date. The L/C Commitment shall automatically terminate on the earlier to occur of (i) the termination of the Extended Revolving Credit Commitments and (ii) the date that is 30 days prior to the Extended Revolving Credit Maturity Date. (b) Upon at least three Business Days’ prior irrevocable written or fax notice (or telephonic notice promptly confirmed by written notice) to the Agent, the Borrower may, without premium or penalty, Borrowers may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Term Loan Commitments or the Revolving Credit Facility Commitments, in each case, of any Class (it being agreed that for purposes of this clause (b), the Initial Tranche F Term Loan Commitments (as defined in Amendment No. 1) and the Delayed Draw Term F Term Loan Commitments (as defined in Amendment No. 1) shall constitute separate Classes; provided, however, that (i) each partial reduction of the Term Loan Revolving Facility Commitments or the Revolving Credit Commitments of any Class shall be in an amount that is an integral multiple of $250,000 and not less than $1,000,000 and in a minimum (or, if less, the remaining amount of $1,000,000, the Revolving Facility Commitments) and (ii) the Total Dollar Revolving Credit Commitment Borrowers shall not be reduced terminate or reduce the Revolving Facility Commitments if, after giving effect to any concurrent prepayment of the Revolving Facility Loans in accordance with Section 2.11, the Revolving Facility Credit Exposure would exceed the total Revolving Facility Commitments. (b) If at any time, and from time to time, the Existing Midcap Facility Commitments are increased to an amount that is less greater than the Aggregate Dollar Specified Existing Midcap Facility Committed Amount, the Revolving Credit Exposure at the time, (iii) the Total Multicurrency Revolving Credit Commitment shall not be reduced to an amount that is less than the Aggregate Multicurrency Revolving Credit Exposure at the time, and (iv) the Borrower may condition a notice of termination of all of the Commitments upon the effectiveness of a replacement financing (or other transaction); provided further that (x) until the Non-Extended Dollar Revolving Credit Commitments shall have been terminated in full or expired, any reduction in the Dollar Revolving Credit Facility Commitments shall be made ratably between automatically reduced by on a dollar-for-dollar basis by the Non-Extended Dollar Revolving Credit amount by which the actual Existing Midcap Facility Commitments and exceed the Extended Dollar Revolving Credit Commitments and (y) until the Non-Extended Multicurrency Revolving Credit Commitments shall have been terminated in full or expired, any reduction in the Multicurrency Revolving Credit Commitments shall be made ratably between the Non-Extended Multicurrency Revolving Credit Commitments and the Extended Multicurrency Revolving Credit Commitments; provided, however, that prior to the Non-Extended Revolving Credit Maturity Date, the Borrower may terminate in full (but not in part) the Non-Extended Dollar Revolving Credit Commitments without any concurrent termination of the Extended Dollar Revolving Credit Commitments and the Borrower may terminate in full (but not in part) the Non-Extended Multicurrency Revolving Credit Commitments without any concurrent termination of the Extended Multicurrency Revolving Credit CommitmentsSpecified Existing Midcap Facility Committed Amount. (c) The Primary Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Facility Commitments under paragraph (a) of this Section 2.08 at least three Business Days prior to the effective date of such termination or reduction (or such shorter period acceptable to the Administrative Agent), specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the applicable Lenders of the contents thereof. Each notice delivered by the Primary Borrower pursuant to this Section 2.08 shall be irrevocable; provided, that a notice of termination or reduction of Revolving Facility Commitments delivered by the Primary Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, indentures or similar agreements or other transactions, in which case such notice may be revoked by the Primary Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction in of the Term Loan Commitments or the Revolving Credit Commitments of any Class hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments. The Borrower shall pay to the Agent for the account of the applicable Lenders, on the date of termination or reduction of the Commitments of any Class, all accrued and unpaid Commitment Fees relating to such Class to but excluding the date of such termination or reduction.

Termination and Reduction of Commitments. (a) Unless previously terminated, the Revolving Commitments shall terminate on the Revolving Maturity Date. The Non-Extended Revolving Credit Term Loan Commitments shall automatically terminate on the Non-Extended Revolving Credit Maturity Date. The Extended Revolving Credit Commitments (other than Incremental Revolving Credit Commitments, which shall automatically terminate as provided in the relevant Incremental Assumption Agreement) and the Swingline Commitment shall automatically terminate on the Extended Revolving Credit Maturity Date. The L/C Commitment shall automatically terminate on the earlier to occur of (i) the termination of the Extended Revolving Credit Commitments and (ii) the date that is 30 days prior to the Extended Revolving Credit Maturity Term Loan Availability End Date. (ba) Upon at least three Business Days’ prior irrevocable written or fax notice (or telephonic notice promptly confirmed by written notice) to the Agent, the The Borrower may, without premium or penalty, may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Term Loan Commitments or the Revolving Credit Commitments, in each case, of any Class (it being agreed that for purposes of this clause (b), the Initial Tranche F Term Loan Commitments (as defined in Amendment No. 1) and the Delayed Draw Term F Term Loan Commitments (as defined in Amendment No. 1) shall constitute separate Classesunder a particular Facility; provided, however, provided that (i) each partial reduction of the Term Loan Commitments or the Revolving Credit Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 and in a minimum amount of not less than $1,000,000, 10,000,000 and (ii) the Total Dollar Revolving Credit Commitment Borrower shall not be reduced terminate or reduce the Revolving Commitments if, after giving effect to an amount that is less than any concurrent prepayment of the Aggregate Dollar Revolving Loans in accordance with Section 2.10, (A) any Lender’s Revolving Credit Exposure at the time, would exceed its Revolving Commitment or (iiiB) the sum of the Total Multicurrency Revolving Credit Commitment shall not be reduced to an amount that is less than the Aggregate Multicurrency Revolving Credit Exposure would exceed the total Revolving Commitments. (b) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three Business Days prior to the timeeffective date of such termination or reduction, specifying such election and (iv) 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 may condition pursuant to this Section shall be irrevocable; provided that a notice of termination of all of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of a replacement financing other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or other transaction); provided further that (xprior to the specified effective date) until if such condition is not satisfied. Any termination or reduction of the Non-Extended Dollar Revolving Credit Commitments shall have been terminated in full or expired, any reduction in the Dollar Revolving Credit Commitments shall be made ratably between the Non-Extended Dollar Revolving Credit Commitments and the Extended Dollar Revolving Credit Commitments and (y) until the Non-Extended Multicurrency Revolving Credit Commitments shall have been terminated in full or expired, any permanent. Each reduction in the Multicurrency Revolving Credit Commitments shall be made ratably between the Non-Extended Multicurrency Revolving Credit Commitments and the Extended Multicurrency Revolving Credit Commitments; provided, however, that prior to the Non-Extended Revolving Credit Maturity Date, the Borrower may terminate in full (but not in part) the Non-Extended Dollar Revolving Credit Commitments without any concurrent termination of the Extended Dollar Revolving Credit Commitments and the Borrower may terminate in full (but not in part) the Non-Extended Multicurrency Revolving Credit Commitments without any concurrent termination of the Extended Multicurrency Revolving Credit Commitments. (c) Each reduction in the Term Loan Commitments or the Revolving Credit Commitments of any Class hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments. The Borrower shall pay to the Agent for the account of the applicable Lenders, on the date of termination or Each reduction of the Commitments of any Class, all accrued and unpaid Commitment Fees relating to under a particular Facility shall be made ratably among the Lenders in such Class to but excluding the date of Facility in accordance with their respective Commitments under such termination or reductionFacility.

Termination and Reduction of Commitments. (a) The Non-Extended Revolving Credit Commitments shall automatically terminate on the Non-Extended Revolving Credit Maturity Date. The Extended Revolving Credit Commitments (other than Incremental Revolving Credit Commitments, which shall automatically terminate as provided in the relevant Incremental Assumption Agreement) Swingline Commitment, and the Swingline LC Commitment shall automatically terminate on the Extended Revolving Credit Maturity Date. The L/C Commitment shall automatically terminate on the earlier to occur of (i) the termination of the Extended Revolving Credit Commitments and (ii) the date that is 30 days prior to the Extended Revolving Credit Maturity Date. (b) Upon at least three Business Days’ prior irrevocable written or fax notice (or telephonic notice promptly confirmed by written notice) to the Agent, the Borrower may, without premium or penalty, Borrowers may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Term Loan Commitments or the Revolving Credit Commitments, in each case, of any Class (it being agreed that for purposes of this clause (b), the Initial Tranche F Term Loan Commitments (as defined in Amendment No. 1) and the Delayed Draw Term F Term Loan Commitments (as defined in Amendment No. 1) shall constitute separate ClassesClass; provided, however, provided that (i) each partial reduction of the Term Loan Commitments or the Revolving Credit Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 1.0 million and in a minimum amount of not less than $1,000,0005.0 million, (ii) the Total Dollar Revolving Credit Commitment Commitments shall not be terminated or reduced if, after giving effect to an any concurrent prepayment of the Revolving Loans in accordance with Section 2.09, the sum of the Revolving Exposures would exceed the aggregate amount that is less than the Aggregate Dollar of Revolving Credit Exposure at the time, Commitments and (iii) any reduction or termination of the Total Multicurrency Revolving Credit Commitment Commitments occurring during the first two years following the Closing Date shall not be reduced accompanied by the payment to the Administrative Agent of a prepayment fee, for the ratable benefit of the Lenders, in an amount that is less than equal to (A) 1.50% of the Aggregate Multicurrency Revolving Credit Exposure at amount of any such reduction or termination occurring during the time, first year following the Closing Date and (ivB) the Borrower may condition a notice of termination of all 0.50% of the Commitments upon amount of any such reduction or termination occurring during the effectiveness of a replacement financing (or other transaction); provided further that (x) until second year following the Non-Extended Dollar Revolving Credit Commitments shall have been terminated in full or expired, any reduction in the Dollar Revolving Credit Commitments shall be made ratably between the Non-Extended Dollar Revolving Credit Commitments and the Extended Dollar Revolving Credit Commitments and (y) until the Non-Extended Multicurrency Revolving Credit Commitments shall have been terminated in full or expired, any reduction in the Multicurrency Revolving Credit Commitments shall be made ratably between the Non-Extended Multicurrency Revolving Credit Commitments and the Extended Multicurrency Revolving Credit CommitmentsClosing Date; provided, however, that prior to that, no prepayment fee shall be payable in the Non-Extended Revolving Credit Maturity Date, the Borrower may terminate in full (but not in part) the Non-Extended Dollar Revolving Credit Commitments without any concurrent event of a termination of the Extended Dollar Revolving Credit Commitments and in connection with a refinancing arranged by the Borrower may terminate in full (but not in part) the Non-Extended Multicurrency Revolving Credit Commitments without Administrative Agent or any concurrent termination of the Extended Multicurrency Revolving Credit Commitmentsits Affiliates. (c) Borrowers shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section 2.07 at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by Borrowers pursuant to this Section 2.07 shall be irrevocable. Any termination or reduction in of the Term Loan Commitments or the Revolving Credit Commitments of any Class hereunder shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective applicable Commitments. The Borrower shall pay to the Agent for the account of the applicable Lenders, on the date of termination or reduction of the Commitments of any such Class, all accrued and unpaid Commitment Fees relating to such Class to but excluding the date of such termination or reduction.

Termination and Reduction of Commitments. (a) The Non-Extended Unless previously terminated, the Revolving Credit Commitments shall automatically terminate on the Non-Extended Revolving Credit Maturity Date. The Extended Revolving Credit Commitments (other than Incremental Revolving Credit Commitments, which shall automatically terminate as provided in the relevant Incremental Assumption Agreement) and the Swingline Commitment shall automatically terminate on the Extended Revolving Credit Maturity Date. The L/C Commitment shall automatically terminate on the earlier to occur of (i) the termination of the Extended Revolving Credit Commitments and (ii) the date that is 30 days prior to the Extended Revolving Credit Maturity Date. (b) Upon at least three Business Days’ prior irrevocable written or fax notice (or telephonic notice promptly confirmed by written notice) to the Agent, the The Borrower may, without premium or penalty, may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Term Loan Commitments or the Revolving Credit Commitments, in each case, of any Class (it being agreed that for purposes of this clause (b), the Initial Tranche F Term Loan Commitments (as defined in Amendment No. 1) and the Delayed Draw Term F Term Loan Commitments (as defined in Amendment No. 1) shall constitute separate ClassesClass; provided, however, provided that (i) each partial reduction of the Term Loan Commitments or the Revolving Credit Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 and in a minimum amount of not less than $1,000,0005,000,000 or if less, the entire remaining amount, (ii) the Total Dollar Revolving Credit Commitment Borrower shall not be reduced terminate or reduce either Class of the Revolving Commitments if, after giving effect to an amount any concurrent prepayment of the Revolving Loans of such Class in accordance with Section 2.09, the aggregate Revolving Exposures of such Class (excluding, in the case of any termination of the Revolving A Commitments or the Revolving B Commitments, the portion of the Revolving A Exposures or Revolving B Exposures attributable to outstanding Tranche A Letters of Credit or Tranche B Letters of Credit, as applicable, if and to the extent that is less than the Aggregate Dollar Borrower has made arrangements satisfactory to the Administrative Agent and each applicable Issuing Bank with respect to such Tranche A Letters of Credit or Tranche B Letters of Credit, as applicable, and each applicable Issuing Bank has released the Revolving Lenders of such Class from their participation obligations with respect to such Tranche A Letters of Credit Exposure at or Tranche B Letters of Credit, as applicable) would exceed the time, aggregate Revolving Commitments of such Class or (iii) except in the Total Multicurrency case of a disproportionate reduction of the Revolving Credit Commitment A Commitments at any time that the aggregate Revolving B Commitments are $200,000,000 or less, each reduction of the Revolving Commitments under any Facility shall not be reduced accompanied by a pro rata reduction in the Revolving Commitments under the other Facility (based on the aggregate principal amount of Revolving Commitments under each Facility immediately prior to an amount that is less than each such reduction). (c) The Borrower shall notify the Aggregate Multicurrency Revolving Credit Exposure Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three Business Days prior to the timeeffective date of such termination or reduction, specifying such election and (iv) the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower may condition pursuant to this Section shall be irrevocable; provided that a notice of termination of all of the Commitments of any Class delivered by the Borrower may state that such notice is conditioned upon the effectiveness of a replacement financing other credit facilities or the receipt of proceeds from the issuance of other Indebtedness, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or other transaction); provided further that (x) until the Non-Extended Dollar Revolving Credit Commitments shall have been terminated in full or expired, any reduction in the Dollar Revolving Credit Commitments shall be made ratably between the Non-Extended Dollar Revolving Credit Commitments and the Extended Dollar Revolving Credit Commitments and (y) until the Non-Extended Multicurrency Revolving Credit Commitments shall have been terminated in full or expired, any reduction in the Multicurrency Revolving Credit Commitments shall be made ratably between the Non-Extended Multicurrency Revolving Credit Commitments and the Extended Multicurrency Revolving Credit Commitments; provided, however, that prior to the Non-Extended Revolving Credit Maturity Date, the Borrower may terminate in full (but specified effective date) if such condition is not in part) the Non-Extended Dollar Revolving Credit Commitments without any concurrent satisfied. Any termination or reduction of the Extended Dollar Revolving Credit Commitments and the Borrower may terminate in full (but not in part) the Non-Extended Multicurrency Revolving Credit Commitments without any concurrent termination of the Extended Multicurrency Revolving Credit Commitments. (c) Each reduction in the Term Loan Commitments or the Revolving Credit Commitments of any Class hereunder shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective applicable Commitments. The Borrower shall pay to the Agent for the account of the applicable Lenders, on the date of termination or reduction of the Commitments of any such Class, all accrued and unpaid Commitment Fees relating to such Class to but excluding the date of such termination or reduction.

Termination and Reduction of Commitments. The Term Loan Commitments and the Euro Term Loan Commitments shall terminate at the 5:00 p.m., New York City time, on the Closing Date. (a) The Non-Extended Unless previously terminated, the Revolving Credit Loan Commitments and the Euro Revolving Loan Commitments shall automatically terminate on the Non-Extended Revolving Credit Maturity Date. The Extended Revolving Credit Commitments (other than Incremental Revolving Credit Commitments, which shall automatically terminate as provided in the relevant Incremental Assumption Agreement) and the Swingline Commitment shall automatically terminate on the Extended Revolving Credit Maturity Date. The L/C Commitment shall automatically terminate on the earlier to occur of (i) the termination of the Extended Revolving Credit Commitments and (ii) the date that is 30 days prior to the Extended Revolving Credit Maturity Termination Date. (b) Upon at least three Business Days’ prior irrevocable written or fax notice (or telephonic notice promptly confirmed by written notice) to the Agent, the The US Borrower may, without premium or penalty, may at any time in whole permanently terminate, terminate or from time to time in part permanently reduce, the Term Loan Commitments or reduce the Revolving Credit Loan Commitments, in each case, of any Class (it being agreed that for purposes of this clause (b), the Initial Tranche F Term Loan Commitments (as defined in Amendment No. 1) and the Delayed Draw Term F Term Loan Commitments (as defined in Amendment No. 1) shall constitute separate Classes; provided, however, provided that (iA) each partial reduction of the Term Revolving Loan Commitments or the Revolving Credit Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 and in a minimum amount of not less than $1,000,000, 5,000,000 and (iiB) the Total Dollar US Borrower shall not terminate or reduce the Revolving Loan Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.11, the Revolving Credit Commitment shall not be reduced to an amount that is less than Exposures would exceed the Aggregate Dollar total Revolving Credit Exposure at the time, (iii) the Total Multicurrency Revolving Credit Commitment shall not be reduced to an amount that is less than the Aggregate Multicurrency Revolving Credit Exposure at the time, and (iv) the Borrower may condition a notice of termination of all of the Commitments upon the effectiveness of a replacement financing (or other transaction); provided further that (x) until the Non-Extended Dollar Revolving Credit Commitments shall have been terminated in full or expired, any reduction in the Dollar Revolving Credit Commitments shall be made ratably between the Non-Extended Dollar Revolving Credit Commitments and the Extended Dollar Revolving Credit Commitments and (y) until the Non-Extended Multicurrency Revolving Credit Commitments shall have been terminated in full or expired, any reduction in the Multicurrency Revolving Credit Commitments shall be made ratably between the Non-Extended Multicurrency Revolving Credit Commitments and the Extended Multicurrency Revolving Credit Commitments; provided, however, that prior to the Non-Extended Revolving Credit Maturity Date, the Borrower may terminate in full (but not in part) the Non-Extended Dollar Revolving Credit Commitments without any concurrent termination of the Extended Dollar Revolving Credit Commitments and the Borrower may terminate in full (but not in part) the Non-Extended Multicurrency Revolving Credit Commitments without any concurrent termination of the Extended Multicurrency Revolving Credit Loan Commitments. (c) Each reduction in The US Borrower shall notify the Term Administrative Agent of any election to terminate or reduce the Revolving Loan Commitments under paragraph (b) of this Section at least three New York Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Revolving Credit Lenders of the contents thereof. Each notice delivered by the US Borrower pursuant to this Section shall be irrevocable. Any termination or reduction of the Revolving Loan Commitments shall be permanent. Each reduction of any Class hereunder the Revolving Loan Commitments shall be made ratably among the Revolving Credit Lenders in accordance with their respective applicable Revolving Loan Commitments. . (d) The Euro Borrower shall pay may at any time terminate or from time to time reduce the Agent for the account of the applicable Lenders, on the date of termination or Euro Revolving Loan Commitments; provided that (A) each reduction of the Euro Revolving Loan Commitments shall be in an amount that is an integral multiple of €1,000,000 and not less than €2,000,000 and (B) the Euro Borrower shall not terminate or reduce the Euro Loan Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.11, the Euro Revolving Credit Exposures would exceed the total Euro Revolving Loan Commitments. (e) The Euro Borrower shall notify the Euro Administrative Agent of any Class, all accrued and unpaid Commitment Fees relating election to such Class terminate or reduce the Euro Revolving Loan Commitments under paragraph (d) of this Section at least three Business Days prior to but excluding the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Euro Administrative Agent shall advise the Euro Revolving Lenders of the contents thereof. Each notice delivered by the Euro Borrower pursuant to this Section shall be irrevocable. Any termination or reduction of the Euro Revolving Loan Commitments shall be permanent. Each reduction of the Euro Revolving Loan Commitments shall be made ratably among the Euro Revolving Credit Lenders in accordance with their respective Euro Revolving Loan Commitments.

Termination and Reduction of Commitments. (a) The Non-Extended Revolving Credit Unless previously terminated, the Aggregate Commitments shall automatically terminate on the Non-Extended Revolving Credit Maturity Date. The Extended Revolving Credit Commitments (other than Incremental Revolving Credit Commitments, which shall automatically terminate as provided in the relevant Incremental Assumption Agreement) and the Swingline Commitment shall automatically terminate on the Extended Revolving Credit Maturity Date. The L/C Commitment shall automatically terminate on the earlier to occur of (i) the termination of the Extended Revolving Credit Commitments and (ii) the date that is 30 days prior to the Extended Revolving Credit Maturity Date. (b) Upon at least three Business Days’ prior irrevocable written or fax notice (or telephonic notice promptly confirmed by written notice) to the Agent, the Borrower may, without premium or penalty, ▇▇▇▇▇▇▇▇ may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Term Loan Aggregate Commitments or the Revolving Letter of Credit CommitmentsCommitments and NWP and TGPL may at any time terminate, or from time to time reduce, the Borrower Sublimit applicable to such Borrower in each case, of any Class (it being agreed that for purposes of this clause (b), the Initial Tranche F Term Loan Commitments (as defined in Amendment No. 1) and the Delayed Draw Term F Term Loan Commitments (as defined in Amendment No. 1) shall constitute separate Classescase on a pro rata basis; provided, however, provided that (i) each partial reduction of the Term Loan Aggregate Commitments, the Letter of Credit Commitments or the Revolving Credit Commitments of any Class Borrower Sublimit shall be in an amount that is an integral multiple of $1,000,000 and in a minimum amount of not less than $1,000,0005,000,000, (ii) ▇▇▇▇▇▇▇▇ shall not terminate or reduce the Total Dollar Revolving Aggregate Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.11, the Aggregate Outstanding Credit Exposure would exceed the Aggregate Commitments, (iii) ▇▇▇▇▇▇▇▇ shall not terminate or reduce the Letter of Credit Commitments if the LC Exposure would exceed the Letter of Credit Commitments, as so reduced, (iv) the amount of the Letter of Credit Commitment of any Issuing Bank shall not be reduced to an amount that which is less than the Aggregate Dollar Revolving aggregate amount of LC Exposure in respect of all Letters of Credit issued or deemed issued by such Issuing Bank; (v) the Borrower Sublimit for any Borrower may not be reduced to an amount which is less than the greatest, for such Borrower, of the sum of (A) the aggregate outstanding principal amount of Loans owed by such Borrower plus (B) the aggregate amount of LC Exposure in respect of Letters of Credit issued at the time, request of such Borrower; and (iiivi) the Total Multicurrency Revolving Credit Commitment Aggregate Commitments shall not be reduced to an amount that which is less than the Aggregate Multicurrency Revolving aggregate amount of the Letter of Credit Exposure Commitments, unless the Letter of Credit Commitments are correspondingly reduced at the same time. When NWP or TGPL ceases to be a Borrower, and (iv) the Borrower may condition Sublimit applicable to such Borrower shall be terminated, such Borrower shall repay all obligations under the Loan Documents owing by it and all Letters of Credit issued at the request of such Borrower shall be terminated or such Borrower shall provide cash collateral to the Agent in an amount equal to the undrawn face amount of such Letters of Credit. (c) The applicable Borrower shall notify the Administrative Agent of any election to terminate or reduce the Aggregate Commitments, the Letter of Credit Commitments or a Borrower Sublimit under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Revolving Lenders of the contents thereof. Each notice delivered by a Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of all the Aggregate Commitments or the Letter of the Credit Commitments delivered by any Borrower may state that such notice is conditioned upon the effectiveness of a replacement financing other credit facilities or another event, in which case such notice may be revoked by such Borrower (by notice to the Administrative Agent on or other transaction); provided further that (x) until the Non-Extended Dollar Revolving Credit Commitments shall have been terminated in full or expired, any reduction in the Dollar Revolving Credit Commitments shall be made ratably between the Non-Extended Dollar Revolving Credit Commitments and the Extended Dollar Revolving Credit Commitments and (y) until the Non-Extended Multicurrency Revolving Credit Commitments shall have been terminated in full or expired, any reduction in the Multicurrency Revolving Credit Commitments shall be made ratably between the Non-Extended Multicurrency Revolving Credit Commitments and the Extended Multicurrency Revolving Credit Commitments; provided, however, that prior to the Non-Extended Revolving Credit Maturity Datespecified effective date) if such condition is not satisfied. Any termination or reduction of the Aggregate Commitments, the Borrower may terminate in full (but not in part) the Non-Extended Dollar Revolving Letter of Credit Commitments without any concurrent termination or a Borrower Sublimit shall be permanent; provided that nothing in this provision shall affect a Borrower’s ability to increase the Letter of Credit Commitments pursuant to Section 2.01(c)(iii). Each reduction of the Extended Dollar Revolving Credit Aggregate Commitments and the a Borrower may terminate in full (but not in part) the Non-Extended Multicurrency Revolving Credit Commitments without any concurrent termination of the Extended Multicurrency Revolving Credit Commitments. (c) Each reduction in the Term Loan Commitments or the Revolving Credit Commitments of any Class hereunder Sublimit shall be made ratably among the Lenders in accordance with their respective Commitments, except as provided in clause (d) below. Each reduction of the Letter of Credit Commitments being made in conjunction with a reduction of the Aggregate Commitments pursuant to Section 2.09(b)(vi) above shall be made ratably among the Issuing Banks in accordance with their respective Letter of Credit Commitments. (d) ▇▇▇▇▇▇▇▇ may terminate the unused amount of the Commitment and Letter of Credit Commitment of a Defaulting Lender upon one Business Day’s prior notice to the Administrative Agent (which will promptly notify the Lenders thereof), provided that such termination will not be deemed to be a waiver or release of any claim the Borrowers, the Administrative Agent, the Issuing Banks or any Lender may have against such Defaulting Lender. (e) Notwithstanding any other provision of this Section 2.09, if at any time, ▇▇▇▇▇▇▇▇ ceases to have Control over, and/or ceases to maintain NWP or TGPL as its Subsidiary, then the Borrower Sublimit applicable Commitments. The to such Borrower shall pay automatically terminate, such Borrower shall repay all obligations owing by it under the Loan Documents and all Letters of Credit issued at the request of such Borrower shall be terminated or such Borrower shall provide cash collateral to the Agent in an amount equal to the undrawn face amount of such Letters of Credit or make other arrangements satisfactory to the relevant Issuing Bank(s) with respect to such Letters of Credit, it being understood that the termination of a Borrower Sublimit for the account either NWP or TGPL shall not result in a reduction of the applicable LendersAggregate Commitments. (f) Notwithstanding the foregoing, on all of the date provisions of the Loan Documents which by their terms survive termination or reduction of the Commitments of any Classa Borrower, all accrued including, without limitation, those provisions set forth in Section 9.06, shall survive and unpaid Commitment Fees relating to such Class to not be deemed terminated, but excluding the date of such termination or reductionshall remain in full force and effect.

Termination and Reduction of Commitments. (a) The Non-Extended Revolving Credit Commitments shall automatically terminate on the Non-Extended Revolving Credit Maturity Date. The Extended Revolving Credit Commitments (other than Incremental Revolving Credit CommitmentsUnless previously terminated, which shall automatically terminate as provided in the relevant Incremental Assumption Agreement) and the Swingline Commitment shall automatically terminate on the Extended Revolving Credit Maturity Date. The L/C Commitment shall automatically terminate on the earlier to occur of (i) the termination of US Tranche Term Loan Commitments shall terminate at 3:00 p.m., New York City time, on the Extended Revolving Credit Commitments Effective Date and (ii) the date that is 30 days prior to Revolving Commitments shall terminate on the Extended Revolving Credit Maturity Date. (b) Upon at least three Business Days’ prior irrevocable written or fax notice (or telephonic notice promptly confirmed by written notice) to the Agent, the Borrower may, without premium or penalty, The Company may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Term Loan Revolving Commitments or the Revolving Credit Commitments, in each case, of any Class (it being agreed that for purposes of this clause (b), the Initial Tranche F Term Loan Commitments (as defined in Amendment No. 1) and the Delayed Draw Term F Term Loan Commitments (as defined in Amendment No. 1) shall constitute separate ClassesTranche; provided, however, provided that (i) each partial reduction of the Term Loan Commitments or the Revolving Credit Commitments of any Class Tranche shall be in an amount that is an integral multiple of $1,000,000 the Borrowing Multiple for a Eurocurrency Revolving Borrowing denominated in US Dollars and not less than the Borrowing Minimum for a Eurocurrency Revolving Borrowing denominated in a minimum amount of $1,000,000US Dollars, (ii) the Total Dollar Revolving Credit Commitment Company shall not be reduced terminate or reduce the US Tranche Revolving Commitments if, after giving effect to an amount that is less than any concurrent prepayment of the Aggregate Dollar US Tranche Revolving Credit Exposure at Loans in accordance with Section 2.12, the timeaggregate US Tranche Revolving Exposures would exceed the aggregate US Tranche Revolving Commitments, (iii) the Total Multicurrency Revolving Credit Commitment Company shall not be reduced terminate or reduce the Canadian Tranche Commitments if, after giving effect to an amount that is less than any concurrent prepayment of the Aggregate Multicurrency Canadian Tranche Revolving Credit Exposure at Loans in accordance with Section 2.12, the timeaggregate Canadian Tranche Exposures would exceed the aggregate Canadian Tranche Commitments, and (iv) the Borrower may condition a notice of termination of all Company shall not terminate or reduce the UK Tranche Commitments if, after giving effect to any concurrent prepayment of the Commitments upon the effectiveness of a replacement financing (or other transaction); provided further that (x) until the Non-Extended Dollar UK Tranche Revolving Credit Commitments shall have been terminated Loans in full or expired, any reduction in the Dollar Revolving Credit Commitments shall be made ratably between the Non-Extended Dollar Revolving Credit Commitments and the Extended Dollar Revolving Credit Commitments and (y) until the Non-Extended Multicurrency Revolving Credit Commitments shall have been terminated in full or expired, any reduction in the Multicurrency Revolving Credit Commitments shall be made ratably between the Non-Extended Multicurrency Revolving Credit Commitments and the Extended Multicurrency Revolving Credit Commitments; provided, however, that prior to the Non-Extended Revolving Credit Maturity Dateaccordance with Section 2.12, the Borrower may terminate in full (but not in part) aggregate UK Tranche Exposures would exceed the Non-Extended Dollar Revolving Credit Commitments without any concurrent termination of the Extended Dollar Revolving Credit Commitments and the Borrower may terminate in full (but not in part) the Non-Extended Multicurrency Revolving Credit Commitments without any concurrent termination of the Extended Multicurrency Revolving Credit aggregate UK Tranche Commitments. (c) Each reduction in The Company shall notify the Term Loan Commitments Administrative Agent of any election to terminate or reduce the Revolving Credit Commitments of any Class hereunder under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying the effective date of such election. Each notice delivered by the Company pursuant to this Section shall be made ratably among irrevocable; provided that a notice of termination of the Lenders Commitments delivered by the Company may state that such notice is conditioned upon the effectiveness of other credit facilities, in accordance with their respective applicable Commitments. The Borrower shall pay which case such notice may be revoked by the Company (by notice to the Administrative Agent for on or prior to the account of the applicable Lenders, on the date of specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class, all accrued and unpaid Commitment Fees relating to such Class to but excluding shall be permanent. Each reduction of the date Commitments of any Class shall be made ratably among the applicable Lenders in accordance with their respective Commitments of such termination or reductionClass.

Termination and Reduction of Commitments. (a) The Non-Extended Revolving Credit Commitments shall be reduced to zero and automatically terminate on the Non-Extended Revolving Credit Maturity Date. The Extended Revolving Credit Commitments (other than Incremental Revolving Credit Commitments, which shall automatically terminate as provided in the relevant Incremental Assumption Agreement) and the Swingline Commitment shall automatically terminate on the Extended Revolving Credit Maturity Date. The L/C Commitment shall automatically terminate on the earlier to occur of (i) the termination of the Extended Revolving Credit Commitments and (ii) the date that is 30 days prior to the Extended Revolving Credit Maturity Termination Date. (b) Upon at least three Business Days’ prior irrevocable written or fax notice (or telephonic notice promptly confirmed by written notice) to the Agent, the The Borrower may, without premium or penalty, may at any time in whole permanently prior to the Commitment Termination Date terminate, or from time to time in part permanently during such period reduce, the Term Loan Commitments or the Revolving Credit Commitments, in ; provided that each case, of any Class (it being agreed that for purposes of this clause (b), the Initial Tranche F Term Loan Commitments (as defined in Amendment No. 1) and the Delayed Draw Term F Term Loan Commitments (as defined in Amendment No. 1) shall constitute separate Classes; provided, however, that (i) each partial reduction of the Term Loan Commitments or the Revolving Credit Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 and in a minimum amount of $1,000,000, (ii) the Total Dollar Revolving Credit Commitment shall not be reduced to an amount that is less than $10,000,000. Notwithstanding the Aggregate Dollar Revolving Credit Exposure foregoing, the Borrower, at the timeits sole discretion, (iii) the Total Multicurrency Revolving Credit Commitment shall not be reduced to an amount that is less than the Aggregate Multicurrency Revolving Credit Exposure at the time, and (iv) the Borrower may condition a notice of termination of all of the Commitments upon the effectiveness of a replacement financing (or other transaction); provided further that (x) until the Non-Extended Dollar Revolving Credit Commitments shall have been terminated the right, but not the obligation, at any time so long as no Event of Default has occurred and is continuing, to terminate in full or expiredwhole (but not in part), any reduction in the Dollar Revolving Credit Commitments shall be made ratably between the Non-Extended Dollar Revolving Credit Commitments and the Extended Dollar Revolving Credit Commitments and (y) until the Non-Extended Multicurrency Revolving Credit Commitments shall have been terminated in full or expired, any reduction in the Multicurrency Revolving Credit Commitments shall be made ratably between the Non-Extended Multicurrency Revolving Credit Commitments and the Extended Multicurrency Revolving Credit CommitmentsAffected Lender’s Commitment; provided, however, that the termination of such Affected Lender’s Commitment shall not affect such Lender’s rights hereunder as to matters occurring prior to the Non-Extended Revolving Credit Maturity Date, the Borrower may terminate in full (but not in part) the Non-Extended Dollar Revolving Credit Commitments without any concurrent termination of the Extended Dollar Revolving Credit Commitments and the Borrower may terminate in full (but not in part) the Non-Extended Multicurrency Revolving Credit Commitments without any concurrent termination of the Extended Multicurrency Revolving Credit Commitmentssuch date. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or upon the closing of any acquisition or disposition, 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. (d) The Aggregate Commitment shall be reduced to zero and terminated in full and expire after each Lender makes its Loans on the Closing Date. (e) Any termination or reduction of the Commitments shall be permanent. Each reduction in of the Term Loan Commitments or the Revolving Credit Commitments of any Class hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments. The Borrower shall pay , except in the event of an Affected Lender whose Commitment is terminated pursuant to the Agent for last sentence of paragraph (b) of this Section, in which case the account Commitment of the applicable Lenders, on the date of termination or reduction of such Affected Lender may be terminated without reducing the Commitments of any Class, all accrued and unpaid Commitment Fees relating to such Class to but excluding the date of such termination or reductionother Lenders.

Termination and Reduction of Commitments. (a) The Non-Extended Revolving Credit Commitments shall automatically terminate on Unless previously terminated, (i) the Non-Extended Revolving Credit Maturity Date. The Extended Revolving Credit Term Loan Commitments (other than any Incremental Revolving Credit Term Loan Commitments, which ) shall automatically terminate upon the making of the Term Loans on the Closing Date, and (ii) the Revolving Commitments shall terminate on the last day of the Availability Period. Any Incremental Term Loan Commitment shall terminate as provided in the relevant applicable Incremental Assumption Agreement) and the Swingline Commitment shall automatically terminate on the Extended Revolving Credit Maturity Date. The L/C Commitment shall automatically terminate on the earlier to occur of (i) the termination of the Extended Revolving Credit Commitments and (ii) the date that is 30 days prior to the Extended Revolving Credit Maturity Date. (b) Upon at least three Business Days’ prior irrevocable written or fax notice (or telephonic notice promptly confirmed by written notice) to the Agent, the The Borrower may, without premium or penalty, may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Term Loan Commitments or the Revolving Credit Commitments, in each case, of any Class (it being agreed that for purposes of this clause (b), the Initial Tranche F Term Loan Commitments (as defined in Amendment No. 1) and the Delayed Draw Term F Term Loan Commitments (as defined in Amendment No. 1) shall constitute separate Classes; provided, however, provided that (i) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment or repayment of the Revolving Loans and the Swingline Loans in accordance with Section 2.7, the sum of the Revolving Exposures of all Revolving Lenders would exceed the aggregate Revolving Commitments, (ii) each partial such reduction of the Term Loan Revolving Commitments or the Revolving Credit Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 and in a minimum amount not less than $5,000,000, and (iii) any reduction of $1,000,000, (ii) the Total Dollar Revolving Credit Commitment shall not be reduced Commitments to an amount that is less than below the Aggregate L/C Sublimit or the Swingline Sublimit shall automatically reduce the L/C Sublimit or the Swingline Sublimit, as applicable, on a Dollar Revolving Credit Exposure for Dollar basis. If at the any time, as a result of such a partial reduction or termination as provided in Section 2.5(a), the Revolving Exposure of all Lenders would exceed the aggregate Revolving Commitments, then the Borrower shall on the date of such reduction or termination of Revolving Commitments, repay or prepay Revolving Borrowings or Swingline Loans (iiior a combination thereof) and/or Cash Collateralize Letters of Credit in an aggregate amount equal to such excess. (c) In addition to any termination or reduction of the Total Multicurrency Revolving Credit Commitment Commitments under paragraphs (a) and (b) of this Section, the Revolving Commitments shall not be reduced as required under Section 2.7(b). (d) The Borrower shall notify the Administrative Agent of any election to an amount that is less than terminate or reduce the Aggregate Multicurrency Revolving Credit Exposure Commitments under paragraph (b) of this Section at least three Business Days prior to the timeeffective date of such termination or reduction, specifying such election and (iv) the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Revolving Lenders of the contents thereof. Each notice delivered by the Borrower may condition pursuant to this Section shall be irrevocable, provided that a notice of termination of all of the Revolving Commitments may state that such notice is conditioned upon the effectiveness of a replacement financing other credit facilities, in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or other transaction); provided further that (xprior to the specified effective date) until if such condition is not satisfied subject to the Non-Extended Dollar Borrower’s obligation to indemnify the Lenders pursuant to Section 3.5. Each reduction, and any termination, of the Revolving Credit Commitments shall have been terminated in full or expired, any reduction in the Dollar Revolving Credit Commitments shall be made ratably between the Non-Extended Dollar Revolving Credit Commitments permanent and the Extended Dollar Revolving Credit Commitments and (y) until the Non-Extended Multicurrency Revolving Credit Commitments shall have been terminated in full or expired, any each reduction in the Multicurrency Revolving Credit Commitments shall be made ratably between the Non-Extended Multicurrency Revolving Credit Commitments and the Extended Multicurrency Revolving Credit Commitments; provided, however, that prior to the Non-Extended Revolving Credit Maturity Date, the Borrower may terminate in full (but not in part) the Non-Extended Dollar Revolving Credit Commitments without any concurrent termination of the Extended Dollar Revolving Credit Commitments and the Borrower may terminate in full (but not in part) the Non-Extended Multicurrency Revolving Credit Commitments without any concurrent termination of the Extended Multicurrency Revolving Credit Commitments. (c) Each reduction in the Term Loan Commitments or the Revolving Credit Commitments of any Class hereunder shall be made ratably among the Revolving Lenders in accordance with their respective applicable Revolving Commitments. The Borrower shall pay to the Agent for the account of the applicable Lenders, on the date of termination or reduction of the Commitments of any Class, all accrued and unpaid Commitment Fees relating to such Class to but excluding the date of such termination or reduction.

Termination and Reduction of Commitments. (a) The Non-Extended Revolving Credit Unless previously terminated, the Commitments shall automatically terminate on the Non-Extended Revolving Credit Maturity Date. The Extended Revolving Credit Commitments (other than Incremental Revolving Credit Commitments, which shall automatically terminate as provided in the relevant Incremental Assumption Agreement) and the Swingline Commitment shall automatically terminate on the Extended Revolving Credit Maturity Date. The L/C Commitment shall automatically terminate on the earlier to occur of (i) the termination of the Extended Revolving Credit Commitments and (ii) the date that is 30 days prior to the Extended Revolving Credit Maturity Termination Date. (b) Upon at least three Business Days’ prior irrevocable written or fax notice (or telephonic notice promptly confirmed by written notice) to the Agent, the Borrower may, without premium or penalty, The Borrowers may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Term Loan Commitments or the Revolving Credit Commitments, in each case, of any Class (it being agreed that for purposes of this clause (b), the Initial Tranche F Term Loan Commitments (as defined in Amendment No. 1) and the Delayed Draw Term F Term Loan Commitments (as defined in Amendment No. 1) shall constitute separate Classes; provided, however, provided that (i) each partial reduction of the Term Loan Commitments or the Revolving Credit Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 25,000,000 and in a minimum amount of not less than $1,000,000, 25,000,000 and (ii) the Total Dollar Revolving Borrowers shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.10, the sum of the Credit Exposures plus the aggregate principal amount of outstanding Competitive Loans would exceed the total Commitments. The Borrowers may at any time terminate, or from time to time reduce, the Swingline Commitments of one or more Swingline Lenders without any reduction or termination of the Commitments; provided that (i) each reduction of any Swingline Commitment shall not be reduced to in an amount that is an integral multiple of $25,000,000 and not less than the Aggregate Dollar Revolving Credit Exposure at the time, $25,000,000 and (iiiii) the Total Multicurrency Revolving Credit Commitment Borrowers shall not terminate or reduce the Swingline Commitment of any Swingline Lender if, after giving effect to such termination or reduction, the sum of the outstanding Swingline Loans of such Swingline Lender would exceed its Swingline Commitment. (c) The Borrowers shall notify the Managing Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Managing Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrowers pursuant to this Section shall be reduced to an amount irrevocable; provided that is less than the Aggregate Multicurrency Revolving Credit Exposure at the time, and (iv) the Borrower may condition a notice of termination of all of the Commitments delivered by the Borrowers may state that such notice is conditioned upon the effectiveness of a replacement financing other credit facilities, in which case such notice may be revoked by the Borrowers (by notice to the Managing Administrative Agent on or other transaction); provided further that (xprior to the specified effective date) until if such condition is not satisfied. Any termination or reduction of the Non-Extended Dollar Revolving Credit Commitments shall have been terminated in full or expired, any reduction in the Dollar Revolving Credit Commitments shall be made ratably between the Non-Extended Dollar Revolving Credit Commitments and the Extended Dollar Revolving Credit Commitments and (y) until the Non-Extended Multicurrency Revolving Credit Commitments shall have been terminated in full or expired, any permanent. Each reduction in the Multicurrency Revolving Credit Commitments shall be made ratably between the Non-Extended Multicurrency Revolving Credit Commitments and the Extended Multicurrency Revolving Credit Commitments; provided, however, that prior to the Non-Extended Revolving Credit Maturity Date, the Borrower may terminate in full (but not in part) the Non-Extended Dollar Revolving Credit Commitments without any concurrent termination of the Extended Dollar Revolving Credit Commitments and the Borrower may terminate in full (but not in part) the Non-Extended Multicurrency Revolving Credit Commitments without any concurrent termination of the Extended Multicurrency Revolving Credit Commitments. (c) Each reduction in the Term Loan Commitments or the Revolving Credit Commitments of any Class hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments. The Borrower shall pay . (d) Upon the occurrence of a Change of Control with respect to CFC, the Managing Administrative Agent, at the request of the Required Lenders, may, by notice to the Agent Borrowers, terminate the Commitments, such termination to be effective as of the date set forth in such notice for the account of the applicable Lenders, on the date of termination or reduction of the Commitments of any Class, all accrued and unpaid Commitment Fees relating to such Class to but excluding in no event earlier than one Business Day following the date of such termination or reductionnotice was delivered to the Borrowers.

Termination and Reduction of Commitments. (a) The Non-Extended Unless previously terminated, the Revolving Credit Commitments shall automatically terminate on the Non-Extended Revolving Credit Maturity Date. The Extended Revolving Credit Commitments (other than Incremental Revolving Credit Commitments, which shall automatically terminate as provided in the relevant Incremental Assumption Agreement) and the Swingline Commitment shall automatically terminate on the Extended Revolving Credit Maturity Date. The L/C Commitment shall automatically terminate on the earlier to occur of (i) the termination of the Extended Revolving Credit Commitments and (ii) the date that is 30 days prior to the Extended Revolving Credit Maturity Date. (b) Upon at least three Business Days’ prior irrevocable written or fax notice (or telephonic notice promptly confirmed by written notice) to the Agent, the The Parent Borrower may, without premium or penalty, may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Term Loan Revolving Commitments or the under any Revolving Credit Commitments, in each case, of any Class (it being agreed that for purposes of this clause (b), the Initial Tranche F Term Loan Commitments (as defined in Amendment No. 1) and the Delayed Draw Term F Term Loan Commitments (as defined in Amendment No. 1) shall constitute separate ClassesFacility; provided, however, provided that (i) each partial reduction of the Term Loan Revolving Commitments or the under any Revolving Credit Commitments of any Class Facility shall be in an amount that is an integral multiple of $1,000,000 100,000, in the case of USD Revolving Commitments or the Dollar Equivalent of €100,000, in the case of Euro Revolving Commitments, as applicable, and in a minimum amount of not less than $1,000,000, in the case of USD Revolving Commitments or the Dollar Equivalent of €1,000,000, in the case of Euro Revolving Commitments, as applicable, and (ii) the Total Dollar Parent Borrower shall not terminate or reduce the Revolving Commitments under a Revolving Facility if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.13, the Revolving Credit Commitment shall not be reduced to an amount that is less than Exposures would exceed the Aggregate Dollar total USD Revolving Credit Exposure at Commitments or the time, (iii) Euro Revolving Loans would exceeds the Total Multicurrency Euro Revolving Credit Commitment shall not be reduced to an amount that is less than the Aggregate Multicurrency Revolving Credit Exposure at the time, and (iv) the Borrower may condition a notice of termination of all of the Commitments upon the effectiveness of a replacement financing (or other transaction); provided further that (x) until the Non-Extended Dollar Revolving Credit Commitments shall have been terminated in full or expired, any reduction in the Dollar Revolving Credit Commitments shall be made ratably between the Non-Extended Dollar Revolving Credit Commitments and the Extended Dollar Revolving Credit Commitments and (y) until the Non-Extended Multicurrency Revolving Credit Commitments shall have been terminated in full or expired, any reduction in the Multicurrency Revolving Credit Commitments shall be made ratably between the Non-Extended Multicurrency Revolving Credit Commitments and the Extended Multicurrency Revolving Credit Commitments; provided, however, that prior to the Non-Extended Revolving Credit Maturity Date, the Borrower may terminate in full (but not in part) the Non-Extended Dollar Revolving Credit Commitments without any concurrent termination of the Extended Dollar Revolving Credit Commitments and the Borrower may terminate in full (but not in part) the Non-Extended Multicurrency Revolving Credit Commitments without any concurrent termination of the Extended Multicurrency Revolving Credit Commitments. (c) The Parent Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any written notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Parent Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Revolving Commitments delivered by the Parent 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 Parent Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Revolving Commitments shall be permanent. Each reduction in the Term Loan Commitments or of the Revolving Credit Commitments of any Class hereunder shall be made ratably among the Lenders in accordance with their respective applicable Revolving Commitments. The Borrower shall pay to the Agent for the account of the applicable Lenders, on the date of termination or reduction of the Commitments of any Class, all accrued and unpaid Commitment Fees relating to such Class to but excluding the date of such termination or reduction.

Termination and Reduction of Commitments. (a) The Non-Extended Revolving Credit Commitments shall automatically terminate on the Non-Extended Revolving Credit Maturity Date. The Extended Revolving Credit Commitments Unless otherwise terminated under Article VIII or clause (other than Incremental Revolving Credit Commitments, which shall automatically terminate as provided in the relevant Incremental Assumption Agreementb) and the Swingline Commitment shall automatically terminate on the Extended Revolving Credit Maturity Date. The L/C Commitment shall automatically terminate on the earlier to occur of this Section: (i) the termination Revolving Commitment shall terminate upon the expiration of the Extended Revolving Credit Commitments and Loan Availability Period; and (ii) the date that is 30 days prior to Acquisition Loan Commitment shall terminate upon the Extended Revolving Credit Maturity Dateexpiration of the Acquisition Loan Availability Period. (b) Upon at least three Business Days’ prior irrevocable written or fax notice (or telephonic notice promptly confirmed by written notice) to the Agent, the The Borrower may, without premium or penalty, Representative may at any time in whole permanently terminate, or from time to time in part permanently reduce, terminate the Term Loan Commitments or the Revolving Credit Commitments, in each case, of any Class (it being agreed that for purposes of this clause (b), the Initial Tranche F Term Loan Commitments (as defined in Amendment No. 1) and the Delayed Draw Term F Term Loan Commitments (as defined in Amendment No. 1) shall constitute separate Classes; provided, however, that upon (i) each partial reduction the payment in full of the Term Loan Commitments or the Revolving Credit Commitments all outstanding Loans, together with accrued and unpaid interest thereon and on any Letters of any Class shall be in an integral multiple of $1,000,000 and in a minimum amount of $1,000,000Credit, (ii) the Total Dollar Revolving cancellation and return of all outstanding Letters of Credit Commitment shall not be reduced (or alternatively, with respect to an amount that is less than each such Letter of Credit, the Aggregate Dollar Revolving Credit Exposure furnishing to the Administrative Agent of a cash deposit, or at the timediscretion of the Administrative Agent a back up standby letter of credit satisfactory to the Administrative Agent, equal to 105% of the LC Exposure as of such date), (iii) the Total Multicurrency Revolving Credit Commitment shall not be reduced to an amount that is less than payment in full of the Aggregate Multicurrency Revolving Credit Exposure at the timeaccrued and unpaid fees, including any applicable Prepayment Fee (and/or Yield Maintenance Fee), and (iv) the Borrower may condition a notice of termination payment in full of all of the Commitments upon the effectiveness of a replacement financing (or reimbursable expenses and other transaction); provided further that (x) until the Non-Extended Dollar Revolving Credit Commitments shall have been terminated in full or expired, any reduction in the Dollar Revolving Credit Commitments shall be made ratably between the Non-Extended Dollar Revolving Credit Commitments Obligations together with accrued and the Extended Dollar Revolving Credit Commitments and (y) until the Non-Extended Multicurrency Revolving Credit Commitments shall have been terminated in full or expired, any reduction in the Multicurrency Revolving Credit Commitments shall be made ratably between the Non-Extended Multicurrency Revolving Credit Commitments and the Extended Multicurrency Revolving Credit Commitments; provided, however, that prior to the Non-Extended Revolving Credit Maturity Date, the Borrower may terminate in full (but not in part) the Non-Extended Dollar Revolving Credit Commitments without any concurrent termination of the Extended Dollar Revolving Credit Commitments and the Borrower may terminate in full (but not in part) the Non-Extended Multicurrency Revolving Credit Commitments without any concurrent termination of the Extended Multicurrency Revolving Credit Commitmentsunpaid interest thereon. (c) Each The Borrower Representative may from time to time reduce the Acquisition Loan Commitment, provided that (x) each reduction in of the Term Acquisition Loan Commitments or the Revolving Credit Commitments of any Class hereunder Commitment shall be made ratably among in an amount that is an integral multiple of $100,000.00, (y) the Lenders Borrower Representative shall not reduce the Acquisition Loan Commitment if, after giving effect to any concurrent prepayment of the Acquisition Loans in accordance with their respective Section 2.17, the sum of the outstanding Acquisition Loans would exceed the Acquisition Loan Commitment and (z) the Borrowers shall pay the applicable Commitments. Prepayment Fee under Section 3.03(c). (d) The Borrower Representative shall pay notify the Administrative Agent of any election to terminate the Commitments or reduce the Acquisition Loan Commitment under paragraph (b) or (c) of this Section at least five (5) Business Days prior to the Agent for the account of the applicable Lenders, on the date of termination or reduction of the Commitments of any Class, all accrued and unpaid Commitment Fees relating to such Class to but excluding the effective date of such termination or reduction, specifying such election and the effective date 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 or reduction of the Commitment shall be permanent. (e) The Administrative Agent shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrowers to the Administrative Agent and the Lenders resulting from each Loan made by the Lenders, including the amounts of principal and interest payable and paid to the Lender from time to time hereunder. (f) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Class and Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrowers to the Administrative Agent and the Lenders hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder. (g) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrowers to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. (h) The entries made in the accounts maintained pursuant to paragraph (e), (f) or (g) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of the Administrative Agent or any Lender to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrowers to repay the Loans in accordance with the terms of this Agreement. (i) Any Lender may request that Loans made by it be evidenced by a promissory note. In such event, the Borrowers shall prepare, execute and deliver to the Administrative Agent a promissory note payable to the order of such Lenders (or, if requested by the Administrative Agent, to such Lender and its registered assigns) and in a form approved by the Administrative Agent. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 10.06) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns).

Termination and Reduction of Commitments. (a) The Non-Extended Revolving Credit Unless previously terminated, the Commitments shall automatically terminate on the Non-Extended Revolving Credit Maturity Date. The Extended Revolving Credit Commitments (other than Incremental Revolving Credit Commitments, which shall automatically terminate as provided in the relevant Incremental Assumption Agreement) and the Swingline Commitment shall automatically terminate on the Extended Revolving Credit Maturity Date. The L/C Commitment shall automatically terminate on the earlier to occur of (i) the termination of the Extended Revolving Credit Commitments and (ii) the date that is 30 days prior to the Extended Revolving Credit Maturity Date. (b) Upon at least three Business Days’ prior irrevocable written or fax notice (or telephonic notice promptly confirmed by written notice) to the Agent, the The Borrower may, without premium or penalty, may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Term Loan Commitments or the Revolving Credit Commitments, in each case, of any Class (it being agreed that for purposes of this clause (b), the Initial Tranche F Term Loan Commitments (as defined in Amendment No. 1) and the Delayed Draw Term F Term Loan Commitments (as defined in Amendment No. 1) shall constitute separate Classes; provided, however, provided that (i) each partial reduction of the Term Loan Commitments or the Revolving Credit Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 and in a minimum amount of not less than $1,000,000, and (ii) the Total Dollar Revolving Credit Commitment Borrower shall not be reduced terminate or reduce the Commitments if, after giving effect to an amount that is less than the Aggregate Dollar Revolving Credit Exposure at the time, (iii) the Total Multicurrency Revolving Credit Commitment shall not be reduced to an amount that is less than the Aggregate Multicurrency Revolving Credit Exposure at the time, and (iv) the Borrower may condition a notice of termination of all any concurrent repayment of the Commitments upon the effectiveness of a replacement financing (or other transaction); provided further that (x) until the Non-Extended Dollar Revolving Credit Commitments shall have been terminated Advances in full or expired, any reduction in the Dollar Revolving Credit Commitments shall be made ratably between the Non-Extended Dollar Revolving Credit Commitments and the Extended Dollar Revolving Credit Commitments and (y) until the Non-Extended Multicurrency Revolving Credit Commitments shall have been terminated in full or expired, any reduction in the Multicurrency Revolving Credit Commitments shall be made ratably between the Non-Extended Multicurrency Revolving Credit Commitments and the Extended Multicurrency Revolving Credit Commitments; provided, however, that prior to the Non-Extended Revolving Credit Maturity Dateaccordance with Section 2.06, the Borrower may terminate in full (but not in part) Credit Exposures would exceed the Non-Extended Dollar Revolving Credit Commitments without any concurrent termination of the Extended Dollar Revolving Credit Commitments and the Borrower may terminate in full (but not in part) the Non-Extended Multicurrency Revolving Credit Commitments without any concurrent termination of the Extended Multicurrency Revolving Credit total Commitments. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least five (5) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the 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. Any termination or reduction of the Commitments shall be permanent. Each reduction in of the Term Loan Commitments or the Revolving Credit Commitments of any Class hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments. (d) If an Event of Default or a Final Determination has occurred, the Commitment shall be automatically and immediately reduced to zero and the Availability Period shall thereupon be terminated. The Borrower Administrative Agent shall pay give notice to the Agent for Borrower of such reduction and termination; however, failure to give such notice shall in no way affect the account of the applicable Lenders, on the date of termination or reduction of the Commitments Commitment and the termination of any Class, all accrued and unpaid Commitment Fees relating to such Class to but excluding the date of such termination or reductionAvailability Period.

Termination and Reduction of Commitments. (a) The Non-Extended Unless previously terminated, (i) the Daylight Term Loan Commitments on the Closing Date shall automatically terminate upon the making of the Daylight Term Loans on the Closing Date, (ii) the Initial Term Loan Commitments on the Closing Date shall automatically terminate upon the making of the Initial Term Loans on the Closing Date, (iii) the Initial Revolving Credit Commitments shall automatically terminate on the Non-Extended Initial Revolving Credit Maturity Date. The Extended , (iv) the Additional Term Loan Commitments of any Class shall automatically terminate upon the making of the Additional Term Loans of such Class and, if any such Additional Term Loan Commitment is not drawn on the date that such Additional Term Loan Commitment is required to be drawn pursuant to the applicable Refinancing Amendment, Extension Amendment or Incremental Facility Amendment, the undrawn amount thereof shall terminate unless otherwise provided in the applicable Refinancing Amendment, Extension Amendment or Incremental Facility Amendment and (v) the Additional Revolving Credit Commitments (other than Incremental Revolving Credit Commitments, which shall automatically terminate as provided in the relevant Incremental Assumption Agreement) and the Swingline Commitment of any Class shall automatically terminate on the Extended Revolving Credit Maturity Date. The L/C Commitment shall automatically terminate on Date specified therefor in the earlier to occur of (i) the termination of the Extended Revolving Credit Commitments and (ii) the date that is 30 days prior to the Extended Revolving Credit Maturity Dateapplicable Refinancing Amendment, Extension Amendment or Incremental Facility Amendment. (b) Upon at least three Business Days’ prior irrevocable written delivering the notice required by Section 2.09(c), Parent or fax notice (or telephonic notice promptly confirmed by written notice) to the Agent, the any Revolving Borrower may, without premium or penalty, may at any time in whole permanently terminate, terminate or from time to time in part permanently reduce, the Term Loan Commitments or reduce the Revolving Credit Commitments, in each case, Commitments of any Class (it being agreed that for purposes of this clause (b), the Initial Tranche F Term Loan Commitments (as defined in Amendment No. 1) and the Delayed Draw Term F Term Loan Commitments (as defined in Amendment No. 1) shall constitute separate ClassesClass; provided, however, provided that (i) each partial reduction of the Term Loan Commitments or the Revolving Credit Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 and in a minimum amount of $1,000,000, (ii) the Total Dollar neither Parent not any Revolving Credit Commitment Borrower shall not be reduced to an amount that is less than the Aggregate Dollar Revolving Credit Exposure at the time, (iii) the Total Multicurrency Revolving Credit Commitment shall not be reduced to an amount that is less than the Aggregate Multicurrency Revolving Credit Exposure at the time, and (iv) the Borrower may condition a notice of termination of all of the Commitments upon the effectiveness of a replacement financing (terminate or other transaction); provided further that (x) until the Non-Extended Dollar Revolving Credit Commitments shall have been terminated in full or expired, any reduction in the Dollar Revolving Credit Commitments shall be made ratably between the Non-Extended Dollar Revolving Credit Commitments and the Extended Dollar Revolving Credit Commitments and (y) until the Non-Extended Multicurrency Revolving Credit Commitments shall have been terminated in full or expired, any reduction in the Multicurrency Revolving Credit Commitments shall be made ratably between the Non-Extended Multicurrency Revolving Credit Commitments and the Extended Multicurrency Revolving Credit Commitments; provided, however, that prior to the Non-Extended Revolving Credit Maturity Date, the Borrower may terminate in full (but not in part) the Non-Extended Dollar Revolving Credit Commitments without any concurrent termination of the Extended Dollar Revolving Credit Commitments and the Borrower may terminate in full (but not in part) the Non-Extended Multicurrency Revolving Credit Commitments without any concurrent termination of the Extended Multicurrency Revolving Credit Commitments. (c) Each reduction in the Term Loan Commitments or reduce the Revolving Credit Commitments of any Class hereunder shall be made ratably among if, after giving effect to such termination or reduction, as applicable, and any concurrent prepayment of Revolving Loans, the Lenders in accordance with their respective applicable Commitments. The Borrower shall pay aggregate amount of the Revolving Credit Exposure attributable to the Agent for Revolving Credit Commitments of such Class would exceed the account aggregate amount of the applicable LendersRevolving Credit Commitments of such Class; provided that, on after the date establishment of any Additional Revolving Credit Commitment, any such termination or reduction of the Revolving Credit Commitments of any ClassClass shall be subject to the provisions set forth in Section 2.22, all accrued and unpaid Commitment Fees relating 2.23 and/or 9.02, as applicable. (c) Parent or the applicable Revolving Borrower shall notify the Administrative Agent of any election to terminate or reduce any Class or Classes of Revolving Credit Commitments under paragraph (b) of this Section 2.09 not later than 1:00 p.m. on or prior to the effective date of such Class termination or reduction (or not later than 1:00 p.m., three Business Days prior to but excluding the effective date of such termination or reduction, in the case of a termination or reduction involving a prepayment of LIBO Rate Borrowings (or such later date to which the Administrative Agent may agree)), specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Revolving Lenders of each applicable Class or Classes of the contents thereof. Each notice delivered pursuant to this Section 2.09 shall be irrevocable; provided that any such notice may state that such notice is conditioned upon the effectiveness of other transactions, in which case such notice may be revoked or its effectiveness deferred by Parent or the applicable Revolving Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of any Revolving Credit Commitment pursuant to this Section 2.09 shall be permanent. Upon any reduction of any Revolving Credit Commitment, the Revolving Credit Commitment of each Revolving Lender of the relevant Class shall be reduced by such Revolving Lender’s Applicable Percentage of such reduction amount.

Termination and Reduction of Commitments. (a) The Non-Extended Revolving Credit (i) Unless previously terminated, the Delayed Draw Term Loan Commitments shall automatically terminate on the Non-Extended Revolving Credit Maturity Date. The Extended Revolving Credit Commitments (other than Incremental Revolving Credit Commitments, which shall automatically terminate as provided in the relevant Incremental Assumption Agreement) and the Swingline Delayed Draw Term Loan Commitment shall automatically terminate on the Extended Revolving Credit Maturity Date. The L/C Commitment shall automatically terminate on the earlier to occur of (i) the termination of the Extended Revolving Credit Commitments Expiration Date and (ii) the date that is 30 days prior to Initial Term Loan Commitments shall terminate following disbursement of the Extended Revolving Credit Maturity Initial Term Loans on the Effective Date. (b) Upon at least three Business Days’ prior irrevocable written or fax notice (or telephonic notice promptly confirmed by written notice) to the Agent, the The Borrower may, without premium or penalty, may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Term Loan Commitments or the Revolving Credit Commitments, in each case, of any Class (it being agreed that for purposes of this clause (b), the Initial Tranche F Term Loan Commitments (as defined in Amendment No. 1) and the Aggregate Delayed Draw Term F Term Loan Commitments (as defined in Amendment No. 1) shall constitute separate ClassesCommitments; provided, however, provided that (i) each partial reduction of the Term Loan Commitments or the Revolving Credit Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 and in a minimum amount of $1,000,000, (ii) the Total Dollar Revolving Credit Commitment shall not be reduced to an amount that is less than $5,000,000. (c) The Borrower shall notify the Aggregate Dollar Revolving Credit Exposure Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section 2.09 at least three (3) Business Days prior to the timeeffective date of such termination or reduction, (iii) specifying such election and the Total Multicurrency Revolving Credit Commitment effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall not be reduced to an amount that is less than advise the Aggregate Multicurrency Revolving Credit Exposure at Lenders of the time, and (iv) contents thereof. Each notice delivered by the Borrower may condition pursuant to this Section shall be irrevocable; provided that a notice of termination of all of the Aggregate Delayed Draw Term Loan Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of a replacement financing other credit facilities or the occurrence of some other identifiable event or condition, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or other transaction); provided further that (xprior to the specified effective date) until if such condition is not satisfied. Any termination or reduction of the Non-Extended Dollar Revolving Credit Commitments shall have been terminated in full or expired, any reduction in the Dollar Revolving Credit Aggregate Delayed Draw Term Loan Commitments shall be made ratably between the Non-Extended Dollar Revolving Credit Commitments and the Extended Dollar Revolving Credit Commitments and (y) until the Non-Extended Multicurrency Revolving Credit Commitments shall have been terminated in full or expired, any permanent. Each reduction in the Multicurrency Revolving Credit Commitments shall be made ratably between the Non-Extended Multicurrency Revolving Credit Commitments and the Extended Multicurrency Revolving Credit Commitments; provided, however, that prior to the Non-Extended Revolving Credit Maturity Date, the Borrower may terminate in full (but not in part) the Non-Extended Dollar Revolving Credit Commitments without any concurrent termination of the Extended Dollar Revolving Credit Commitments and the Borrower may terminate in full (but not in part) the Non-Extended Multicurrency Revolving Credit Commitments without any concurrent termination of the Extended Multicurrency Revolving Credit Commitments. (c) Each reduction in the Aggregate Delayed Draw Term Loan Commitments or the Revolving Credit Commitments of any Class hereunder shall be made ratably among the Lenders in accordance with their respective applicable Delayed Draw Term Loan Commitments. The Borrower shall pay to All fees accrued until the Agent for the account effective date of any termination of the applicable Lenders, Aggregate Delayed Draw Term Loan Commitments shall be paid on the date of termination or reduction of the Commitments of any Class, all accrued and unpaid Commitment Fees relating to such Class to but excluding the effective date of such termination or reductiontermination.

Termination and Reduction of Commitments. (a) The Non-Extended Revolving Credit Unless previously terminated, the Commitments shall automatically terminate on the Non-Extended Revolving Credit Maturity Date. The Extended Revolving Credit Commitments (other than Incremental Revolving Credit Commitments, which shall automatically terminate as provided in the relevant Incremental Assumption Agreement) and the Swingline Commitment shall automatically terminate on the Extended Revolving Credit Maturity Date. The L/C Commitment shall automatically terminate on the earlier to occur of (i) the termination last day of the Extended Revolving Credit Commitments and (ii) the date that is 30 days prior to the Extended Revolving Credit Maturity DateAvailability Period. (b) Upon at least three Business Days’ prior irrevocable written or fax notice (or telephonic notice promptly confirmed by written notice) to the Agent, the The Borrower may, without premium or penalty, may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Term Loan Commitments or the Revolving Credit Commitments, in each case, of any Class (it being agreed that for purposes of this clause (b), the Initial Tranche F Term Loan Commitments (as defined in Amendment No. 1) and the Delayed Draw Term F Term Loan Commitments (as defined in Amendment No. 1) shall constitute separate Classes; provided, however, provided that (i) the Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment or repayment of the Revolving Loans and the Swingline Loans in accordance with Section 2.7, the sum of the Revolving Exposures of all Revolving Lenders would exceed the aggregate Commitments, (ii) each partial such reduction of the Term Loan Commitments or the Revolving Credit Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 2,500,000 and in a minimum amount not less than $5,000,000, and (iii) any reduction of $1,000,000, (ii) the Total Dollar Revolving Credit Commitment shall not be reduced Commitments to an amount that is less than below the Aggregate Swingline Sublimit shall automatically reduce the Swingline Sublimit on a Dollar Revolving Credit Exposure for Dollar basis. If at the any time, (iii) as a result of such a partial reduction or termination as provided in Section 2.5(a), the Total Multicurrency Revolving Credit Commitment shall not be reduced to an amount that is less than Exposure of all Lenders would exceed the Aggregate Multicurrency Revolving Credit Exposure at the timeaggregate Commitments, and (iv) then the Borrower shall on the date of such reduction or termination of Commitments, repay or prepay Revolving Borrowings or Swingline Loans (or a combination thereof) in an aggregate amount equal to such excess. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) or (c) of this Section at least three (3) Business Days (or such shorter period as the Administrative Agent may condition agree) prior to the effective date of such repayment, termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Revolving Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable, provided that a notice of termination of all of the Commitments may state that such notice is conditioned upon the effectiveness of a replacement financing other credit facilities or transactions, in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or other transaction); provided further that (xprior to the specified effective date) until if such condition is not satisfied subject to the Non-Extended Dollar Revolving Credit Commitments shall have been terminated in full or expiredBorrower’s obligation to indemnify the Lenders pursuant to Section 3.5. Each reduction, and any reduction in termination, of the Dollar Revolving Credit Commitments shall be made ratably between the Non-Extended Dollar Revolving Credit Commitments permanent and the Extended Dollar Revolving Credit Commitments and (y) until the Non-Extended Multicurrency Revolving Credit Commitments shall have been terminated in full or expired, any each reduction in the Multicurrency Revolving Credit Commitments shall be made ratably between the Non-Extended Multicurrency Revolving Credit Commitments and the Extended Multicurrency Revolving Credit Commitments; provided, however, that prior to the Non-Extended Revolving Credit Maturity Date, the Borrower may terminate in full (but not in part) the Non-Extended Dollar Revolving Credit Commitments without any concurrent termination of the Extended Dollar Revolving Credit Commitments and the Borrower may terminate in full (but not in part) the Non-Extended Multicurrency Revolving Credit Commitments without any concurrent termination of the Extended Multicurrency Revolving Credit Commitments. (c) Each reduction in the Term Loan Commitments or the Revolving Credit Commitments of any Class hereunder shall be made ratably among the Revolving Lenders in accordance with their respective applicable Commitments. The Borrower shall pay to the Agent for the account of the applicable Lenders, on the date of termination or reduction of the Commitments of any Class, all accrued and unpaid Commitment Fees relating to such Class to but excluding the date of such termination or reduction.

Termination and Reduction of Commitments. (a) The Non-Extended Revolving Credit Unless previously terminated, the Aggregate Commitments shall automatically terminate on the Non-Extended Revolving Credit Maturity Date. The Extended Revolving Credit Commitments (other than Incremental Revolving Credit Commitments, which shall automatically terminate as provided in the relevant Incremental Assumption Agreement) and the Swingline Commitment shall automatically terminate on the Extended Revolving Credit Maturity Date. The L/C Commitment shall automatically terminate on the earlier to occur of (i) April 15, 2010 if the termination of the Extended Revolving Credit Commitments Effective Date has not occurred on or before such date and (ii) the date that is 30 days prior to the Extended Revolving Credit Maturity Date. (b) Upon at least three Business Days’ prior irrevocable written or fax notice (or telephonic notice promptly confirmed by written notice) to the Agent, the Borrower may, without premium or penalty, WPZ may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Term Loan Aggregate Commitments or the Revolving Letter of Credit CommitmentsCommitments and NWP and TGPL may at any time terminate, in each case, of any Class (it being agreed that for purposes of this clause (b)or from time to time reduce, the Initial Tranche F Term Loan Commitments (as defined in Amendment No. 1) and the Delayed Draw Term F Term Loan Commitments (as defined in Amendment No. 1) shall constitute separate ClassesBorrower Sublimit applicable to such Borrower; provided, however, provided that (i) each partial reduction of the Term Loan Aggregate Commitments, the Letter of Credit Commitments or the Revolving Credit Commitments of any Class Borrower Sublimit shall be in an amount that is an integral multiple of $1,000,000 and in a minimum amount of not less than $1,000,0005,000,000, (ii) WPZ shall not terminate or reduce the Total Dollar Revolving Aggregate Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.11, the sum of the Credit Exposures would exceed the Aggregate Commitments, (iii) WPZ shall not terminate or reduce the Letter of Credit Commitments if the LC Exposure would exceed the Letter of Credit Commitments, as so reduced, (iv) the amount of the Letter of Credit Commitment of any Issuing Bank shall not be reduced to an amount that which is less than the Aggregate Dollar Revolving aggregate amount of LC Exposure in respect of all Letters of Credit issued or deemed issued by such Issuing Bank; (v) the Borrower Sublimit for any Borrower may not be reduced to an amount which is less than the greatest, for such Borrower, of the sum of (A) the aggregate outstanding principal amount of Loans owed by such Borrower plus (B) the aggregate amount of LC Exposure in respect of Letters of Credit issued at the time, request of such Borrower; and (iiivi) the Total Multicurrency Revolving Credit Commitment Aggregate Commitments shall not be reduced to an amount that which is less than the Aggregate Multicurrency Revolving aggregate amount of the Letter of Credit Exposure Commitments, unless the Letter of Credit Commitments are correspondingly reduced at the same time. When NWP or TGPL ceases to be a Borrower, and (iv) the Borrower may condition Sublimit applicable to such Borrower shall be terminated, such Borrower shall repay all obligations under the Loan Documents owing by it and all Letters of Credit issued at the request of such Borrower shall be terminated or such Borrower shall provide cash collateral to the Agent in an amount equal to the undrawn face amount of such Letters of Credit. (c) The applicable Borrower shall notify the Administrative Agent of any election to terminate or reduce the Aggregate Commitments, the Letter of Credit Commitments or a Borrower Sublimit under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by a Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of all the Aggregate Commitments or the Letter of the Credit Commitments delivered by any Borrower may state that such notice is conditioned upon the effectiveness of a replacement financing other credit facilities or another event, in which case such notice may be revoked by such Borrower (by notice to the Administrative Agent on or other transaction); provided further that (xprior to the specified effective date) until if such condition is not satisfied. Any termination or reduction of the Non-Extended Dollar Revolving Aggregate Commitments, the Letter of Credit Commitments shall have been terminated in full or expired, any reduction in the Dollar Revolving Credit Commitments a Borrower Sublimit shall be made ratably between permanent. Each reduction of the Non-Extended Dollar Revolving Aggregate Commitments, the Letter of Credit Commitments and the Extended Dollar Revolving Credit Commitments and (y) until the Non-Extended Multicurrency Revolving Credit Commitments shall have been terminated in full or expired, any reduction in the Multicurrency Revolving Credit Commitments shall be made ratably between the Non-Extended Multicurrency Revolving Credit Commitments and the Extended Multicurrency Revolving Credit Commitments; provided, however, that prior to the Non-Extended Revolving Credit Maturity Date, the a Borrower may terminate in full (but not in part) the Non-Extended Dollar Revolving Credit Commitments without any concurrent termination of the Extended Dollar Revolving Credit Commitments and the Borrower may terminate in full (but not in part) the Non-Extended Multicurrency Revolving Credit Commitments without any concurrent termination of the Extended Multicurrency Revolving Credit Commitments. (c) Each reduction in the Term Loan Commitments or the Revolving Credit Commitments of any Class hereunder Sublimit shall be made ratably among the Lenders in accordance with their respective Commitments, except as provided in clause (d) below. (d) WPZ may terminate the unused amount of the Commitment of a Defaulting Lender upon one Business Day’s prior notice to the Administrative Agent (which will promptly notify the Lenders thereof), provided that such termination will not be deemed to be a waiver or release of any claim the Borrowers, the Administrative Agent, the Issuing Banks or any Lender may have against such Defaulting Lender. (e) Notwithstanding any other provision of this Section 2.09, if at any time, WPZ ceases to have Control over, and/or ceases to maintain NWP or TGPL as its Subsidiary, then the Borrower Sublimit applicable Commitments. The to such Borrower shall pay automatically terminate, such Borrower shall repay all obligations owing by it under the Loan Documents and all Letters of Credit issued at the request of such Borrower shall be terminated or such Borrower shall provide cash collateral to the Agent in an amount equal to the undrawn face amount of such Letters of Credit or make other arrangements satisfactory to the relevant Issuing Bank(s) with respect to such Letters of Credit, it being understood that the termination of a Borrower Sublimit for the account either NWP or TGPL shall not result in a reduction of the applicable LendersAggregate Commitments. (f) Notwithstanding the foregoing, on all of the date provisions of the Loan Documents which by their terms survive termination or reduction of the Commitments of any Classa Borrower, all accrued including, without limitation, those provisions set forth in Section 9.06, shall survive and unpaid Commitment Fees relating to such Class to not be deemed terminated, but excluding the date of such termination or reductionshall remain in full force and effect.

Termination and Reduction of Commitments. (a) The Non-Extended Revolving Credit Unless previously terminated, the Commitments shall automatically terminate on the Non-Extended Revolving Credit Maturity Date. The Extended Revolving Credit Commitments (other than Incremental Revolving Credit Commitments, which shall automatically terminate as provided in the relevant Incremental Assumption Agreement) and the Swingline Commitment shall automatically terminate on the Extended Revolving Credit Maturity Date. The L/C Commitment shall automatically terminate on the earlier to occur of (i) the termination of the Extended Revolving Credit Commitments and (ii) the date that is 30 days prior to the Extended Revolving Credit Maturity Date. (b) Upon at least three Business Days’ prior irrevocable written or fax notice (or telephonic notice promptly confirmed by written notice) to the Agent, the Borrower may, without premium or penalty, The Borrowers may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Term Loan Commitments or the Revolving Credit Dollar Tranche Commitments, in each case, of any Class (it being agreed that for purposes of this clause (b), the Initial Tranche F Term Loan Commitments (as defined in Amendment No. 1) and the Delayed Draw Term F Term Loan Commitments (as defined in Amendment No. 1) shall constitute separate Classes; provided, however, provided that (i) each partial reduction of the Term Loan Dollar Tranche Commitments or the Revolving Credit Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 and in a minimum amount of not less than $1,000,000, 5,000,000 and (ii) the Total Borrowers shall not terminate or reduce the Dollar Tranche Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.11, the sum of (A) the Dollar Tranche Revolving Credit Commitment shall not be reduced to an amount that is less than Exposures would exceed the Aggregate total Dollar Tranche Commitments or (B) the Revolving Credit Exposure at Exposures would exceed the time, (iii) the Total Multicurrency Revolving Credit Commitment shall not be reduced to an amount that is less than the Aggregate Multicurrency Revolving Credit Exposure at the time, and (iv) the Borrower may condition a notice of termination of all of the Commitments upon the effectiveness of a replacement financing (or other transaction); provided further that (x) until the Non-Extended Dollar Revolving Credit Commitments shall have been terminated in full or expired, any reduction in the Dollar Revolving Credit Commitments shall be made ratably between the Non-Extended Dollar Revolving Credit Commitments and the Extended Dollar Revolving Credit Commitments and (y) until the Non-Extended Multicurrency Revolving Credit Commitments shall have been terminated in full or expired, any reduction in the Multicurrency Revolving Credit Commitments shall be made ratably between the Non-Extended Multicurrency Revolving Credit Commitments and the Extended Multicurrency Revolving Credit Commitments; provided, however, that prior to the Non-Extended Revolving Credit Maturity Date, the Borrower may terminate in full (but not in part) the Non-Extended Dollar Revolving Credit Commitments without any concurrent termination of the Extended Dollar Revolving Credit Commitments and the Borrower may terminate in full (but not in part) the Non-Extended Multicurrency Revolving Credit Commitments without any concurrent termination of the Extended Multicurrency Revolving Credit total Commitments. (c) Each The Borrowers may at any time terminate, or from time to time reduce, the Multicurrency Tranche Commitments; provided that (i) each reduction of the Multicurrency Tranche Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000 and (ii) the Term Loan Borrowers shall not terminate or reduce the Multicurrency Tranche Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.11, the sum of (A) the Multicurrency Tranche Revolving Credit Exposures would exceed the total Multicurrency Tranche Commitments or (B) the Revolving Credit Commitments Exposures would exceed the total Commitments. (d) The Borrower Representative shall notify the Administrative Agent of any Class hereunder election to terminate or reduce the Commitments under paragraph (b) or (c) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the applicable 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 or reduction of the Commitments shall be permanent. Each reduction of (i) the Dollar Tranche Commitments shall be made ratably among the Dollar Tranche Lenders and (ii) the Multicurrency Tranche Commitments shall be made ratably among the Multicurrency Tranche Lenders, in each case accordance with their respective applicable Commitments. The Borrower shall pay Notwithstanding anything to the Agent for contrary in Section 2.09(b), (c) or (d), the account of Borrowers shall not be permitted to (i) voluntarily reduce or terminate the applicable LendersDollar Tranche Commitments unless they contemporaneously reduce by a like percentage or terminate, on as applicable, the date of termination Multicurrency Tranche Commitments or reduction of (ii) voluntarily reduce or terminate the Multicurrency Tranche Commitments of any Classunless they contemporaneously reduce by a like percentage or terminate, all accrued and unpaid Commitment Fees relating to such Class to but excluding as applicable, the date of such termination or reductionDollar Tranche Commitments.

Termination and Reduction of Commitments. (a) The Non-Extended Revolving Credit Commitments Borrower shall automatically terminate on have the Non-Extended Revolving Credit Maturity Date. The Extended Revolving Credit Commitments (other right, upon not less than Incremental Revolving Credit Commitments, which shall automatically terminate as provided in the relevant Incremental Assumption Agreement) and the Swingline Commitment shall automatically terminate on the Extended Revolving Credit Maturity Date. The L/C Commitment shall automatically terminate on the earlier to occur of (i) the termination of the Extended Revolving Credit Commitments and (ii) the date that is 30 days prior to the Extended Revolving Credit Maturity Date. (b) Upon at least three Business Days’ prior irrevocable written or fax notice (or telephonic notice promptly confirmed by written notice) to the Administrative Agent, to terminate the Borrower mayRevolving Commitments or, without premium or penalty, at any time in whole permanently terminate, or from time to time in part permanently reducetime, to reduce the amount of the Revolving Commitments; provided that no such termination or reduction of Revolving Commitments shall be permitted if, after giving effect thereto and to any prepayments of the Revolving Loans made on the effective date thereof, the Term Loan Commitments or Outstanding Revolving Credits would exceed the Total Revolving Credit Commitments, in each case, of any Class (it being agreed that for purposes of this clause (b), the Initial Tranche F Term Loan Commitments (as defined in Amendment No. 1) and the Delayed Draw Term F Term Loan Commitments (as defined in Amendment No. 1) shall constitute separate Classes; provided, however, that (i) each partial Any such reduction of the Term Loan Commitments or the Revolving Credit Commitments of any Class shall be in an amount equal to an integral multiple of $1,000,000 and not less than $5,000,000 and shall reduce permanently the Revolving Commitments then in a minimum amount effect; provided that any such termination or reduction shall apply proportionately and permanently to reduce the Revolving Commitments of $1,000,000each of the Lenders within each Class of Revolving Commitments, except that, notwithstanding the foregoing, (ii) the Total Dollar Revolving Credit Commitment shall not be reduced to an amount that is less than the Aggregate Dollar Revolving Credit Exposure at the time, (iii) the Total Multicurrency Revolving Credit Commitment shall not be reduced to an amount that is less than the Aggregate Multicurrency Revolving Credit Exposure at the time, and (iv1) the Borrower may condition a notice allocate any termination or reduction of termination Revolving Commitments among Classes of all Revolving Commitments at its direction (including, for the avoidance of the Commitments upon the effectiveness of a replacement financing (or other transaction); provided further that (x) until the Non-Extended Dollar Revolving Credit Commitments shall have been terminated in full or expireddoubt, any reduction in the Dollar Revolving Credit Commitments shall be made ratably between the Non-Extended Dollar Revolving Credit Commitments and the Extended Dollar Revolving Credit Commitments and (y) until the Non-Extended Multicurrency Revolving Credit Commitments shall have been terminated in full or expired, any reduction in the Multicurrency Revolving Credit Commitments shall be made ratably between the Non-Extended Multicurrency Revolving Credit Commitments and the Extended Multicurrency Revolving Credit Commitments; provided, however, that prior to the Non-Revolving Commitments with respect to any Class of Extended Revolving Credit Maturity Date, the Borrower may terminate in full (but not in part) the Non-Extended Dollar Revolving Credit Commitments without any concurrent termination of the Extended Dollar Revolving Credit Commitments and the Borrower may terminate in full (but not in part) the Non-Extended Multicurrency Revolving Credit Commitments without any concurrent termination of the Extended Multicurrency Revolving Credit Commitments. (c) Each reduction in the Term Loan Commitments or the Revolving Credit Commitments of any Class hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments. The Borrower shall pay to the Agent for the account of the applicable Lenders, on the date of termination or reduction of the Revolving Commitments with respect to any Existing Revolving Commitments of the same Specified Existing Revolving Commitment Class) and (2) in connection with the establishment on any date of any Extended Revolving Commitments pursuant to Section 2.19, the Existing Revolving Commitments of any Classone or more Lenders providing any such Extended Revolving Commitments on such date shall be reduced in an amount equal to the amount of Specified Existing Revolving Commitments so extended on such date (or, all accrued if agreed by the Borrower and unpaid Commitment Fees relating the Lenders providing such Extended Revolving Commitments, by any greater amount so long as the Borrower prepays the Loans under the Existing Revolving Commitments of such Class owed to such Class Lenders providing such Extended Revolving Commitments to but excluding the date extent necessary to ensure that, after giving effect to such repayment or reduction, the Loans under the Existing Revolving Commitments of such termination or Class are held by the Lenders of such Class on a pro rata basis in accordance with their Existing Revolving Commitments of such Class after giving effect to such reduction) (provided that (x) after giving effect to any such reduction and to the repayment of any Loans made on such date, the aggregate amount of the revolving credit exposure of any such Lender does not exceed the Existing Revolving Commitment thereof (such revolving credit exposure and Revolving Commitment being determined in each case, for the avoidance of doubt, exclusive of such Lender’s Extended Revolving Commitment and any exposure in respect thereof) and (y) for the avoidance of doubt, any such repayment of Loans contemplated by the preceding clause shall be made in compliance with the requirements of Section 2.15 with respect to the ratable allocation of payments hereunder, with such allocation being determined after giving effect to any conversion pursuant to Section 2.19 of Existing Revolving Commitments and Loans under such Existing Revolving Loans into Extended Revolving Commitments and Loans under such Extended Revolving Loans respectively, and prior to any reduction being made to the Revolving Commitment of any other Lender).

Termination and Reduction of Commitments. (a) The Non-Extended Unless previously terminated, the Revolving Credit Facility Commitments shall automatically terminate on the Non-Extended Revolving Credit Maturity Date. The Extended Revolving Credit Commitments (other than Incremental Revolving Credit Commitments, which shall automatically terminate as provided in the relevant Incremental Assumption Agreement) and the Swingline Commitment shall automatically terminate on the Extended Revolving Credit Maturity Date. The L/C Commitment shall automatically terminate on the earlier to occur of (i) the termination of the Extended Revolving Credit Commitments and (ii) the date that is 30 days prior to the Extended Revolving Credit Facility Maturity Date. (b) Upon at least three Business Days’ prior irrevocable written or fax notice (or telephonic notice promptly confirmed by written notice) to the Agent, the The Borrower may, without premium or penalty, may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Term Loan Commitments or the Revolving Credit Facility Commitments, in each case, of any Class (it being agreed that for purposes of this clause (b), the Initial Tranche F Term Loan Commitments (as defined in Amendment No. 1) and the Delayed Draw Term F Term Loan Commitments (as defined in Amendment No. 1) shall constitute separate Classes; provided, however, provided that (i) each partial reduction of the Term Loan Revolving Facility Commitments or the Revolving Credit Commitments of any Class shall be in an amount that is an integral multiple of U.S. $1,000,000 and in a minimum not less than U.S. $5,000,000 (or, if less, the remaining amount of $1,000,000the Revolving Facility Commitments), and (ii) the Total Dollar Revolving Credit Commitment Borrower shall not be reduced terminate or reduce the Revolving Facility Commitments if, after giving effect to an amount that is less than any concurrent prepayment of the Aggregate Dollar Revolving Credit Exposure at the time, (iii) the Total Multicurrency Revolving Credit Commitment shall not be reduced to an amount that is less than the Aggregate Multicurrency Revolving Credit Exposure at the time, and (iv) Facility Loans by the Borrower may condition a notice in accordance with Section 2.11, the sum of termination of all of the Commitments upon the effectiveness of a replacement financing (or other transaction); provided further that (x) until the Non-Extended Dollar Revolving Facility Credit Commitments shall have been terminated in full or expired, any reduction in the Dollar Revolving Credit Commitments shall be made ratably between the Non-Extended Dollar Revolving Credit Commitments and the Extended Dollar Revolving Credit Commitments and Exposure plus (y) until the Non-Extended Multicurrency Swingline Facility Credit Exposure would exceed the total Revolving Credit Commitments shall have been terminated in full or expired, any reduction in the Multicurrency Revolving Credit Commitments shall be made ratably between the Non-Extended Multicurrency Revolving Credit Commitments and the Extended Multicurrency Revolving Credit Commitments; provided, however, that prior to the Non-Extended Revolving Credit Maturity Date, the Borrower may terminate in full (but not in part) the Non-Extended Dollar Revolving Credit Commitments without any concurrent termination of the Extended Dollar Revolving Credit Commitments and the Borrower may terminate in full (but not in part) the Non-Extended Multicurrency Revolving Credit Commitments without any concurrent termination of the Extended Multicurrency Revolving Credit Facility Commitments. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Facility Commitments under paragraph (b) of this Section at least three (3) Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of termination of the Revolving Facility 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. Any termination or reduction of the Revolving Facility Commitments shall be permanent; provided that a notice of termination of Revolving Facility Commitments may state that such notice is conditioned upon the effectiveness of another credit facility or facilities as specified therein, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Each reduction in the Term Loan Commitments or of the Revolving Credit Facility Commitments of any Class hereunder shall be made ratably among the Lenders in accordance with their respective applicable Revolving Facility Commitments. The Borrower shall pay to the Agent for the account of the applicable Lenders, on the date of termination or reduction of the Commitments of any Class, all accrued and unpaid Commitment Fees relating to such Class to but excluding the date of such termination or reduction.

Termination and Reduction of Commitments. (a) The Non-Extended Revolving Credit Commitments shall automatically terminate on Unless previously terminated in accordance with the Non-Extended Revolving Credit Maturity Date. The Extended Revolving Credit Commitments (other than Incremental Revolving Credit Commitmentsterms of this Agreement, which shall automatically terminate as provided in the relevant Incremental Assumption Agreement) and the Swingline Commitment shall automatically terminate on the Extended Revolving Credit Maturity Date. The L/C Commitment shall automatically terminate on the earlier to occur of (i) the termination Revolving Commitments shall terminate on the Revolving Maturity Date (applicable to such Class of the Extended Revolving Credit Commitments and Commitments), (ii) the date that is 30 days prior to FILO Commitments shall terminate on the Extended Revolving Credit Maturity DateClosing Date upon the making of the FILO Loans by the FILO Lenders and (iii) each Incremental Term Commitment, Loan Modification Term Commitment and each Refinancing Term Commitment shall terminate upon the funding of the related Incremental Refinancing Term Loan, Loan Modification Term Loan or Refinancing Term Loan, as applicable, or otherwise in accordance with the applicable Incremental Facility Amendment, Loan Modification Offer and/or Refinancing Amendment. (b) Upon at least three Business Days’ prior irrevocable written or fax notice (or telephonic notice promptly confirmed by written notice) to the Agent, the The Borrower may, without premium or penalty, may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Term Loan unused Revolving Commitments or the Revolving Credit Commitments, in each case, of any Class (it being agreed that for purposes of this clause (b), the Initial Tranche F Term Loan Commitments (as defined in Amendment No. 1) and the Delayed Draw Term F Term Loan Commitments (as defined in Amendment No. 1) shall constitute separate ClassesClass; provided, however, provided that (i) each partial such reduction of the Term Loan Commitments or the Revolving Credit Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 and in a minimum amount of not less than $1,000,000, 5,000,000 and (ii) the Total Dollar Revolving Credit Commitment Borrower shall not be reduced terminate or reduce the Revolving Commitments if, after giving effect to an amount that is less than any concurrent prepayment of the Aggregate Dollar Revolving Credit Exposure at the timeLoans in accordance with Section 2.11, (iii) the Total Multicurrency Revolving Credit Commitment Exposure would exceed the Total Revolving Commitments or the Swingline Sublimit or the LC Sublimit shall not be reduced to an amount that is less than exceed the Aggregate Multicurrency Total Revolving Credit Exposure at the time, and (iv) the Borrower may condition a notice of termination of all of the Commitments upon the effectiveness of a replacement financing (or other transaction); provided further that (x) until the Non-Extended Dollar Revolving Credit Commitments shall have been terminated in full or expired, any reduction in the Dollar Revolving Credit Commitments shall be made ratably between the Non-Extended Dollar Revolving Credit Commitments and the Extended Dollar Revolving Credit Commitments and (y) until the Non-Extended Multicurrency Revolving Credit Commitments shall have been terminated in full or expired, any reduction in the Multicurrency Revolving Credit Commitments shall be made ratably between the Non-Extended Multicurrency Revolving Credit Commitments and the Extended Multicurrency Revolving Credit Commitments; provided, however, that prior to the Non-Extended Revolving Credit Maturity Date, the Borrower may terminate in full (but not in part) the Non-Extended Dollar Revolving Credit Commitments without any concurrent termination of the Extended Dollar Revolving Credit Commitments and the Borrower may terminate in full (but not in part) the Non-Extended Multicurrency Revolving Credit Commitments without any concurrent termination of the Extended Multicurrency Revolving Credit Commitments. (c) Each reduction in The Borrower shall notify the Term Loan Administrative Agent of any election to terminate or reduce the unused Revolving Commitments under paragraph (b) of this Section at least one Business Day prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Revolving Credit Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided that a notice of voluntary termination or reduction of the Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or other financings, 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. Any termination or reduction of the Revolving Commitments of any Class hereunder shall be permanent. Each reduction of the Revolving Commitments of any Class shall be made ratably among the Lenders in accordance with their respective applicable Commitments. The Borrower shall pay to the Agent for the account of the applicable Lenders, on the date of termination or reduction of the Commitments of any Class, all accrued and unpaid Commitment Fees relating to such Class to but excluding the date Applicable Revolving Percentage of such termination or reductionClass.

Termination and Reduction of Commitments. (a) The Non-Extended Revolving Credit Commitments shall automatically terminate on the Non-Extended Revolving Credit Maturity Date. The Extended Revolving Credit Commitments (other than Incremental Revolving Credit CommitmentsUnless previously terminated, which shall automatically terminate as provided in the relevant Incremental Assumption Agreement) and the Swingline Commitment shall automatically terminate on the Extended Revolving Credit Maturity Date. The L/C Commitment shall automatically terminate on the earlier to occur of (i) the termination of Term Commitments shall terminate at 5:00 p.m., New York City time, on the Extended Revolving Credit Commitments Effective Date and (ii) the date that is 30 days prior to Revolving Commitments shall terminate on the Extended Revolving Credit Maturity Date. (b) Upon at least three Business Days’ prior irrevocable written or fax notice (or telephonic notice promptly confirmed by written notice) to the Agent, the The Borrower may, without premium or penalty, may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Term Loan Commitments or the Revolving Credit Commitments, in each case, of any Class (it being agreed that for purposes of this clause (b)Class, the Initial Tranche F Term Loan Commitments (as defined in Amendment No. 1) and the Delayed Draw Term F Term Loan Commitments (as defined in Amendment No. 1) shall constitute separate Classes; provided, however, provided that (i) each partial reduction of the Term Loan Commitments or the Revolving Credit Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 500,000 and in a minimum not less than $500,000 unless such amount represents all of $1,000,000, the remaining Commitments of such Class and (ii) the Total Dollar Revolving Credit Commitment Borrower shall not be reduced terminate or reduce the Revolving Commitments if, after giving effect to an amount that is less than the Aggregate Dollar Revolving Credit Exposure at the time, (iii) the Total Multicurrency Revolving Credit Commitment shall not be reduced to an amount that is less than the Aggregate Multicurrency Revolving Credit Exposure at the time, and (iv) the Borrower may condition a notice of termination of all any concurrent prepayment of the Commitments upon the effectiveness of a replacement financing (or other transaction); provided further that (x) until the Non-Extended Dollar Revolving Credit Commitments shall have been terminated Loans in full or expired, any reduction in the Dollar Revolving Credit Commitments shall be made ratably between the Non-Extended Dollar Revolving Credit Commitments and the Extended Dollar Revolving Credit Commitments and (y) until the Non-Extended Multicurrency Revolving Credit Commitments shall have been terminated in full or expired, any reduction in the Multicurrency Revolving Credit Commitments shall be made ratably between the Non-Extended Multicurrency Revolving Credit Commitments and the Extended Multicurrency Revolving Credit Commitments; provided, however, that prior to the Non-Extended Revolving Credit Maturity Dateaccordance with Section 2.11, the Borrower may terminate in full (but not in part) aggregate Revolving Exposures would exceed the Non-Extended Dollar aggregate Revolving Credit Commitments without any concurrent termination of the Extended Dollar Revolving Credit Commitments and the Borrower may terminate in full (but not in part) the Non-Extended Multicurrency Revolving Credit Commitments without any concurrent termination of the Extended Multicurrency Revolving Credit Commitments. (c) The Administrative Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section 2.08 at least one (1) Business Day prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each reduction in notice delivered by the Term Loan Administrative Borrower pursuant to this Section 2.08 shall be irrevocable; provided that a notice of termination of the Revolving Commitments delivered by the Administrative Borrower may state that such notice is conditioned upon the effectiveness of any credit facilities or the Revolving Credit receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable and specified event or condition, in which case such notice may be revoked or extended by the Administrative Borrower (by notice to the Administrative Agent on or prior to the specified effective date of termination) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class hereunder shall be permanent. Each reduction of (x) the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective applicable Commitments. The Borrower shall pay to the Agent for the account of the applicable Lenders, on the date of termination or reduction of the Commitments of any Class, all accrued and unpaid Commitment Fees relating to such Class and (y) the Revolving Commitments shall be made to but excluding any Class of Revolving Commitment as directed by the date Administrative Borrower (including to any Class of such termination existing or reductionextended Revolving Commitments).

Termination and Reduction of Commitments. (a) The Non-Extended Revolving Credit Unless previously terminated, the Commitments shall automatically terminate on the Non-Extended Revolving Credit Maturity Date. The Extended Revolving Credit Commitments (other than Incremental Revolving Credit Commitments, which shall automatically terminate as provided in the relevant Incremental Assumption Agreement) and the Swingline Commitment shall automatically terminate on the Extended Revolving Credit Maturity Date. The L/C Commitment shall automatically terminate on the earlier to occur of (i) the termination of the Extended Revolving Credit Commitments and (ii) the date that is 30 days prior to the Extended Revolving Credit Maturity Date. (b) Upon at least three Business Days’ prior irrevocable written or fax notice (or telephonic notice promptly confirmed by written notice) to the Agent, the The Borrower may, without premium or penalty, may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Term Loan Commitments or the Revolving Credit Commitments, in each case, of any Class (it being agreed that for purposes of this clause (b), the Initial Tranche F Term Loan Commitments (as defined in Amendment No. 1) and the Delayed Draw Term F Term Loan Commitments (as defined in Amendment No. 1) shall constitute separate Classes; provided, however, provided that (i) each partial reduction of the Term Loan Commitments or the Revolving Credit Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 and in a minimum amount of not less than $1,000,000, 10,000,000 and (ii) the Total Dollar Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.09, the total Revolving Credit Exposures would exceed the Aggregate Commitments. The amount of any such Aggregate Commitment reduction shall not be reduced applied to an amount that is less than the Alternative Currency Sublimit unless otherwise specified by the Borrower or if the Alternative Currency Sublimit would exceed the Aggregate Dollar Revolving Credit Exposure at Commitments, in which case the time, (iii) the Total Multicurrency Revolving Credit Commitment shall not Alternative Currency Sublimit will only be reduced to an amount the extent such that is less than it would not exceed the Aggregate Multicurrency Revolving Credit Exposure at the time, and (iv) the Borrower may condition a notice of termination of all of the Commitments upon the effectiveness of a replacement financing (or other transaction); provided further that (x) until the Non-Extended Dollar Revolving Credit Commitments shall have been terminated in full or expired, any reduction in the Dollar Revolving Credit Commitments shall be made ratably between the Non-Extended Dollar Revolving Credit Commitments and the Extended Dollar Revolving Credit Commitments and (y) until the Non-Extended Multicurrency Revolving Credit Commitments shall have been terminated in full or expired, any reduction in the Multicurrency Revolving Credit Commitments shall be made ratably between the Non-Extended Multicurrency Revolving Credit Commitments and the Extended Multicurrency Revolving Credit Commitments; provided, however, that prior to the Non-Extended Revolving Credit Maturity Date, the Borrower may terminate in full (but not in part) the Non-Extended Dollar Revolving Credit Commitments without any concurrent termination of the Extended Dollar Revolving Credit Commitments and the Borrower may terminate in full (but not in part) the Non-Extended Multicurrency Revolving Credit Commitments without any concurrent termination of the Extended Multicurrency Revolving Credit Commitments. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof, 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. Promptly following receipt of any notice pursuant to this Section 2.07(c), the Administrative Agent shall advise the Lenders of the contents thereof. Any termination or reduction of the Commitments shall be permanent. Each reduction in of the Term Loan Commitments or the Revolving Credit Commitments of any Class hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments. The Borrower shall pay to the Agent for the account of the applicable Lenders, on the date of termination or reduction of the Commitments of any Class, all accrued and unpaid Commitment Fees relating to such Class to but excluding the date of such termination or reduction.

Termination and Reduction of Commitments. (a) The Non-Extended Unless previously terminated, the Revolving Credit Commitments shall automatically terminate on the Non-Extended Revolving Credit Maturity Date. The Extended Revolving Credit Commitments (other than Incremental Revolving Credit Commitments, which shall automatically terminate as provided in the relevant Incremental Assumption Agreement) and the Swingline Commitment shall automatically terminate on the Extended Revolving Credit Maturity Date. The L/C Commitment shall automatically terminate on the earlier to occur of (i) the termination last day of the Extended Revolving Credit Commitments and (ii) the date that is 30 days prior to the Extended Revolving Credit Maturity DateAvailability Period. (b) Upon at least three Business Days’ prior irrevocable written or fax notice (or telephonic notice promptly confirmed by written notice) to the Agent, the Borrower may, without premium or penalty, The Borrowers may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Term Loan Commitments or the Revolving Credit Commitments, in each case, of any Class (it being agreed that for purposes of this clause (b), the Initial Tranche F Term Loan Commitments (as defined in Amendment No. 1) and the Delayed Draw Term F Term Loan Commitments (as defined in Amendment No. 1) shall constitute separate Classes; provided, however, provided that (i) the Borrowers shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment or repayment of the Revolving Loans and the Swingline Loans in accordance with Section 2.7, the sum of the Revolving Exposures of all Revolving Lenders would exceed the aggregate Revolving Commitments, (ii) each partial such reduction of the Term Loan Revolving Commitments or the Revolving Credit Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 and in a minimum amount not less than $5,000,000, and (iii) any reduction of $1,000,000, (ii) the Total Dollar Revolving Credit Commitment shall not be reduced Commitments to an amount that is less than below the Aggregate L/C Sublimit or the Swingline Sublimit shall automatically reduce the L/C Sublimit or the Swingline Sublimit, as applicable, on a Dollar Revolving Credit Exposure for Dollar basis. If at the any time, (iii) as a result of such a partial reduction or termination as provided in Section 2.5(a), the Total Multicurrency Revolving Credit Commitment Exposure of all Lenders would exceed the aggregate Revolving Commitments, then the Borrowers shall not be reduced to an amount that is less than on the Aggregate Multicurrency Revolving Credit Exposure at the time, and (iv) the Borrower may condition a notice date of such reduction or termination of all of the Commitments upon the effectiveness of a replacement financing Revolving Commitments, repay or prepay Revolving Borrowings or Swingline Loans (or other transaction); provided further that (xa combination thereof) until the Non-Extended Dollar Revolving and/or Cash Collateralize Letters of Credit Commitments shall have been terminated in full or expired, any reduction in the Dollar Revolving Credit Commitments shall be made ratably between the Non-Extended Dollar Revolving Credit Commitments and the Extended Dollar Revolving Credit Commitments and (y) until the Non-Extended Multicurrency Revolving Credit Commitments shall have been terminated in full or expired, any reduction in the Multicurrency Revolving Credit Commitments shall be made ratably between the Non-Extended Multicurrency Revolving Credit Commitments and the Extended Multicurrency Revolving Credit Commitments; provided, however, that prior an aggregate amount equal to the Non-Extended Revolving Credit Maturity Date, the Borrower may terminate in full (but not in part) the Non-Extended Dollar Revolving Credit Commitments without any concurrent termination of the Extended Dollar Revolving Credit Commitments and the Borrower may terminate in full (but not in part) the Non-Extended Multicurrency Revolving Credit Commitments without any concurrent termination of the Extended Multicurrency Revolving Credit Commitmentssuch excess. (c) Each reduction in Lead Borrower shall notify the Term Loan Commitments Administrative Agent of any election to terminate or reduce the Revolving Credit Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any Class hereunder such notice, the Administrative Agent shall advise the Revolving Lenders of the contents thereof. Each notice delivered by Lead Borrower pursuant to this Section shall be irrevocable, provided that a notice of termination or reduction of the Revolving Commitments may state that such notice is conditioned upon the effectiveness of other credit facilities or other events or transactions, in which case such notice may be revoked by Lead Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied, subject to the Borrowers’ obligation to indemnify the Lenders pursuant to Section 3.5. Each reduction, and any termination, of the Revolving Commitments shall be permanent and each reduction of the Revolving Commitments shall be made ratably among the Revolving Lenders in accordance with their respective applicable Revolving Commitments. The Borrower shall pay to the Agent for the account of the applicable Lenders, on the date of termination or reduction of the Commitments of any Class, all accrued and unpaid Commitment Fees relating to such Class to but excluding the date of such termination or reduction.

Termination and Reduction of Commitments. (a) The Non-Extended Revolving Credit Commitments shall automatically terminate on the Non-Extended Revolving Credit Maturity Date. The Extended Revolving Credit Commitments (other than Incremental Revolving Credit CommitmentsUnless previously terminated, which shall automatically terminate as provided in the relevant Incremental Assumption Agreement) and the Swingline Commitment shall automatically terminate on the Extended Revolving Credit Maturity Date. The L/C Commitment shall automatically terminate on the earlier to occur of (i) on the termination Effective Date, the Term Commitments in effect on such date shall terminate upon the making of the Extended Revolving Credit Commitments relevant Term Loans and (ii) the date that is 30 days prior to Revolving Commitments shall terminate on the Extended Revolving Credit Maturity Date. (b) Upon at least three Business Days’ prior irrevocable written or fax notice (or telephonic notice promptly confirmed by written notice) to the Agent, the The Borrower may, without premium or penalty, may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Term Loan Commitments or the Revolving Credit Commitments, in each case, of any Class (it being agreed that for purposes of this clause (b)Class, the Initial Tranche F Term Loan Commitments (as defined in Amendment No. 1) and the Delayed Draw Term F Term Loan Commitments (as defined in Amendment No. 1) shall constitute separate Classes; provided, however, provided that (i) each partial reduction of the Term Loan Commitments or the Revolving Credit Commitments of any Class shall be in an amount that is an integral multiple of $500,000 and not less than $1,000,000 unless such amount represents all of the remaining Commitments of such Class and in a minimum amount of $1,000,000, (ii) the Total Dollar Revolving Credit Commitment Borrower shall not be reduced terminate or reduce the Revolving Commitments if, after giving effect to an amount that is less than the Aggregate Dollar Revolving Credit Exposure at the time, (iii) the Total Multicurrency Revolving Credit Commitment shall not be reduced to an amount that is less than the Aggregate Multicurrency Revolving Credit Exposure at the time, and (iv) the Borrower may condition a notice of termination of all any concurrent prepayment of the Commitments upon the effectiveness of a replacement financing (or other transaction); provided further that (x) until the Non-Extended Dollar Revolving Credit Commitments shall have been terminated Loans in full or expired, any reduction in the Dollar Revolving Credit Commitments shall be made ratably between the Non-Extended Dollar Revolving Credit Commitments and the Extended Dollar Revolving Credit Commitments and (y) until the Non-Extended Multicurrency Revolving Credit Commitments shall have been terminated in full or expired, any reduction in the Multicurrency Revolving Credit Commitments shall be made ratably between the Non-Extended Multicurrency Revolving Credit Commitments and the Extended Multicurrency Revolving Credit Commitments; provided, however, that prior to the Non-Extended Revolving Credit Maturity Dateaccordance with Section 2.11, the Borrower may terminate in full (but not in part) aggregate Revolving Exposures would exceed the Non-Extended Dollar aggregate Revolving Credit Commitments without any concurrent termination of the Extended Dollar Revolving Credit Commitments and the Borrower may terminate in full (but not in part) the Non-Extended Multicurrency Revolving Credit Commitments without any concurrent termination of the Extended Multicurrency Revolving Credit Commitments. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section 2.08 at least one (1) Business Day prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each reduction in notice delivered by the Term Loan Borrower pursuant to this Section 2.08 shall be irrevocable; provided that a notice of termination of the Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or the Revolving Credit receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or condition, 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 of termination) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class hereunder shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective applicable Commitments. The Borrower shall pay to the Agent for the account of the applicable Lenders, on the date of termination or reduction of the Commitments of any such Class, all accrued and unpaid Commitment Fees relating to such Class to but excluding the date of such termination or reduction.

Termination and Reduction of Commitments. (a) The Non-Extended Unless previously terminated, all Revolving Credit Commitments shall automatically terminate on the Non-Extended Revolving Credit Maturity Date. The Extended Revolving Credit FILO Term Loan Commitments (other than Incremental Revolving Credit Commitments, which shall automatically terminate as provided in upon the relevant Incremental Assumption Agreement) and making of the Swingline Commitment shall automatically terminate FILO Term Loans on the Extended Revolving Credit Maturity Date. The L/C Commitment shall automatically terminate on the earlier to occur of (i) the termination of the Extended Revolving Credit Commitments and (ii) the date that is 30 days prior to the Extended Revolving Credit Maturity Third Restatement Date. (b) Upon at least three Business Days’ prior irrevocable written or fax notice (or telephonic notice promptly confirmed by written notice) to the Agent, the Borrower may, without premium or penalty, The Borrowers may at any time terminate in whole permanently terminatefull the Revolving Commitments upon (i) the payment in full in cash of all outstanding Revolving Loans, together with accrued and unpaid interest thereon and on any Letters of Credit, as applicable, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each applicable 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 in cash of the accrued and unpaid fees and (iv) the payment in full in cash of all reimbursable expenses and other Obligations together with accrued and unpaid interest thereon. (c) The Borrowers may from time to time in part permanently reduce, reduce the Term Loan Facility A Commitments or and/or the Revolving Credit Facility B Commitments, in each case, of any Class (it being agreed that for purposes of this clause (b), the Initial Tranche F Term Loan Commitments (as defined in Amendment No. 1) and the Delayed Draw Term F Term Loan Commitments (as defined in Amendment No. 1) shall constitute separate Classes; provided, however, provided that (i) each partial such reduction of the Term Loan Commitments or the Revolving Credit Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 and in a minimum amount of not less than $1,000,000, 5,000,000 and (ii) the Total Dollar Revolving Credit Commitment Borrowers shall not be reduced reduce the Revolving Commitments if, after giving effect to an amount that is less than any concurrent prepayment of the Aggregate Dollar Revolving Loans in accordance with Section 2.10, (A) the total Revolving Credit Exposure at would exceed the timelesser of (x) the aggregate amount of the Revolving Commitments and (y) the Aggregate Borrowing Base, (iiiB) the Total Multicurrency Revolving total Facility A Credit Commitment shall not be reduced to an Exposure would exceed the lesser of (x) the aggregate amount that is less than of the Facility A Commitments and (y) the Aggregate Multicurrency Revolving Facility A Borrowing Base or (C) the total Facility B Credit Exposure at would exceed the time, lesser of (x) the aggregate amount of the Facility B Commitments and (ivy) the Aggregate Borrowing Base minus the Facility A Credit Exposure. (d) The Borrower may condition Representative shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under paragraph (b) or (c) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the Revolving 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 all of the Revolving Commitments delivered by the Borrower Representative may state that such notice is conditioned upon the effectiveness of a replacement financing other credit facilities, in which case such notice may be revoked by the Borrower Representative (by notice to the Administrative Agent on or other transaction); provided further that (xprior to the specified effective date) until if such condition is not satisfied. Any termination or reduction of the Non-Extended Dollar Revolving Credit Commitments shall have been terminated in full or expired, any reduction in the Dollar Revolving Credit Commitments shall be made ratably between the Non-Extended Dollar Revolving Credit Commitments and the Extended Dollar Revolving Credit Commitments and (y) until the Non-Extended Multicurrency Revolving Credit Commitments shall have been terminated in full or expired, any permanent. Each reduction in the Multicurrency Revolving Credit Commitments shall be made ratably between the Non-Extended Multicurrency Revolving Credit Commitments and the Extended Multicurrency Revolving Credit Commitments; provided, however, that prior to the Non-Extended Revolving Credit Maturity Date, the Borrower may terminate in full (but not in part) the Non-Extended Dollar Revolving Credit Commitments without any concurrent termination of the Extended Dollar Revolving Credit Commitments and the Borrower may terminate in full (but not in part) the Non-Extended Multicurrency Revolving Credit Commitments without any concurrent termination of the Extended Multicurrency Revolving Credit Commitments. (c) Each reduction in the Term Loan Commitments or the Revolving Credit Commitments of any Class hereunder shall be made ratably among the Revolving Lenders in accordance with their respective applicable Revolving Commitments. The Borrower shall pay to the Agent for the account of the applicable Lenders, on the date of termination or reduction of the Commitments of any Class, all accrued and unpaid Commitment Fees relating to such Class to but excluding the date of such termination or reduction.