Common use of Termination and Reduction of Commitments Clause in Contracts

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Revolving Commitments shall terminate on the Revolving Maturity Date and (ii) the Amendment No. 3 Delayed Draw Term Commitments shall terminate on the earlier of (A) March 4, 2014 and (B) the Amendment No. 3 Delayed Draw Effective Date. (b) The Borrower may at any time terminate, or from time to time reduce, the Commitments of any Class, provided that (i) each reduction of the 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 (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to 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. (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 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 delivered by the Borrower may state that such notice is conditioned upon the effectiveness of 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 prior to the specified effective date of termination) 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 Commitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminatedThe Tranche A Commitment shall automatically terminate at 5:00 p.m., (i) New York City time, on the Initial Funding Date. The Tranche B Commitment shall automatically terminate at 5:00 p.m., New York City time, on the Tranche B Commitment Termination Date. The Revolving Commitments Commitments, the Swingline Commitment and the LC Commitment shall automatically terminate on the Revolving Maturity Date and (ii) Date. Notwithstanding the Amendment No. 3 Delayed Draw Term foregoing, all the Commitments shall automatically terminate at 5:00 p.m., New York City time, on June 30, 2004, if the earlier of (A) March 4, 2014 and (B) the Amendment No. 3 Delayed Draw Effective Dateinitial Credit Extension shall not have occurred by such time. (b) The At its option, Borrower may at any time terminate, or from time to time permanently reduce, the Commitments of any Class, ; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 1.0 million and not less than $1,000,000 3.0 million and (ii) the Borrower Revolving Commitments shall not terminate be terminated or reduce the Revolving Commitments reduced if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans in accordance with Section 2.112.10, the aggregate amount of Revolving Exposures would exceed the aggregate amount of Revolving Commitments. (c) The Borrower shall notify the Administrative Agent in writing of any election to terminate or reduce the Commitments under paragraph (bSection 2.07(b) of this Section at least one three Business Day 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 Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or conditionfacilities, 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 terminationdate) 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 Commitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Revolving Commitments shall terminate on the Revolving Maturity Date and (ii) the Amendment No. 3 Delayed Draw Term Commitments Swing Line Commitment shall terminate on the earlier of (A) March 4, 2014 and (B) sixth Business Day prior to the Amendment No. 3 Delayed Draw Effective Revolving Maturity Date. (b) The Borrower may at any time terminate, or from time to time reduce, the Commitments of any ClassRevolving Commitments, provided that (i) each reduction of the 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 (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.08, the sum of the Revolving Exposures would exceed the total Revolving Commitments and (ii) each such reduction shall be in an amount that is an integral multiple of $500,000 and not less than $1,000,000. (c) The Borrower may at any time terminate, or Swingline from time to time reduce, the Swing Line Commitment, provided that the Borrower shall not terminate or reduce the Swing Line Commitment if, after giving effect to any concurrent prepayment of the Swing Line Loans in accordance with Section 2.112.05(d), the aggregate Revolving Exposures outstanding principal amount of all Swing Line Loans would exceed the aggregate Revolving CommitmentsSwing Line Commitment. (cd) Each reduction of the Revolving Commitments hereunder shall be made ratably among the applicable Lenders in accordance with their respective Revolving Commitments. The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under paragraph (bSection 2.06(b) of this Section at least one three Business Day 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 2.06 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 receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or conditionfacilities, 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 terminationdate) 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 Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the The Initial Revolving Commitments shall automatically terminate on the Initial Revolving Maturity Date and (ii) the Amendment No. 3 Delayed Draw Term Commitments shall terminate on the earlier of (A) March 4, 2014 and (B) the Amendment No. 3 Delayed Draw Effective Date. (b) The 2020 Revolving Commitments shall automatically terminate on the 2020 Revolving Maturity Date. The L/C Commitment shall automatically terminate on the earlier to occur of (i) the termination of the Commitments and (ii) the date that is 30 days prior to the 2020 Revolving Maturity Date. (c) Upon at least three Business Days’ prior irrevocable written or fax notice to the Administrative Agent (provided that such notice may be conditioned on receiving the proceeds of any refinancing or on any other transaction), the Borrower may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Initial Revolving Commitments, the 2020 Revolving Commitments, the Incremental Revolving Commitments of any ClassTranche, provided the Extended Revolving Commitments of any Tranche, and/or the Specified Refinancing Commitments of any Tranche; provided, however, that (i) each partial reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 1,000,000 and not less than in a minimum amount of $1,000,000 5,000,000 and (ii) the Borrower Total Commitment shall not terminate be reduced to an amount that is less than the Aggregate Credit Exposure (without taking into account Letters of Credit that have been cash collateralized or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans backstopped in accordance with Section 2.11, the aggregate Revolving Exposures would exceed the aggregate Revolving 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 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 delivered by the Borrower may state that such notice is conditioned upon the effectiveness of 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 manner satisfactory to the Administrative Agent on or prior to and the specified effective date of terminationapplicable Issuing Bank in their sole discretion) if such condition is not satisfied. Any termination or at the time. (d) Each reduction of in the Commitments of any Class shall be permanent. Each reduction of the 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 of any Commitment, the Commitment Fees on the amount of the Commitments so terminated or reduced accrued to but excluding the date of such Classtermination or reduction.

Termination and Reduction of Commitments. (a) Unless previously terminatedIf the Combined Closing Date occurs, (i) the Revolving Commitments shall terminate automatically be terminated in full upon the making of the Loans in a single drawing on the Revolving Maturity Date and (ii) the Amendment No. 3 Delayed Draw Term Commitments shall terminate on the earlier of (A) March 4, 2014 and (B) the Amendment No. 3 Delayed Draw Effective Combined Closing Date. (b) The Borrower If the PXP Closing Date occurs prior to the MMR Closing Date, the Commitments shall automatically be reduced upon the making of the Loans on the PXP Closing Date by the aggregate principal amount of such Loans made on the PXP Closing Date. (c) If the MMR Closing Date occurs prior to the PXP Closing Date, the Commitments shall automatically be reduced upon the making of the Loans on the MMR Closing Date by the aggregate principal amount of such Loans made on the MMR Closing Date. (d) Unless previously terminated, upon the occurrence of the later of the PXP Termination Date and the MMR Termination Date, the Commitments shall automatically be terminated in full. (e) If the PXP Acquisition Agreement is terminated prior to the consummation of the PXP Acquisition, the Commitments shall automatically be reduced to $2,500,000,000 on the date of such termination, to the extent the aggregate amount of outstanding undrawn Commitments on such date exceeds such amount. (f) FCX may at any time terminate, or from time to time reduce, the Commitments of any Class, Commitments; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 1,000,000 and not less than $1,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to 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 Commitments5,000,000. (cg) The Borrower FCX shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (bf) of this Section Section, at least one three Business Day Days prior to the effective date of such termination or reduction, specifying such election or reduction 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 FCX 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 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 prior to the specified effective date of terminationh) 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 the amounts of their respective Commitments of such Classindividual Commitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Revolving Commitments shall terminate on the Revolving Maturity Date and (ii) the Amendment No. 3 Delayed Draw Term Commitments shall terminate on the earlier of (A) March 4, 2014 and (B) the Amendment No. 3 Delayed Draw Effective Date. (b) The Borrower Company may at any time terminate, or from time to time reduce, the Commitments of any Class, Commitments; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 1,000,000 and not less than $1,000,000 and 1,000,000, (ii) the Borrower Company shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans in accordance with Section 2.11, the aggregate Dollar Amount of the sum of the Revolving Credit Exposures would exceed the aggregate Revolving Aggregate Commitment and (iii) if, after giving effect to any reduction of the Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Sublimit shall be automatically reduced by the amount of such excess. (c) The Borrower Company shall notify the Administrative Agent (in a form reasonably acceptable to Administrative Agent) of any election to terminate or reduce the Commitments under paragraph (b) of this Section not later than 11:00 a.m. at least one three (3) Business Day 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 Company pursuant to this Section shall be irrevocable, ; provided that a notice of termination of the Revolving Commitments delivered by the Borrower Company may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or conditiontransactions specified therein, in which case such notice may be revoked by the Borrower Company (by notice to the Administrative Agent on or prior to the specified effective date of terminationdate) 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 Commitments. All fees accrued until the effective date of any termination or reduction of the Aggregate Commitments shall be paid on the effective date of such Classtermination.

Termination and Reduction of Commitments. (ai) Unless previously terminated, (i) the Aggregate Revolving Commitments shall terminate on the Revolving Maturity Date; 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 (b) of the Commitment Schedule and (y) on the First Amendment Increase Termination Date the First Amendment Temporary Increase Commitments shall be automatically and permanently reduced and terminated in full, as reflected in sub-section (c) of the Commitment Schedule. (ii) the Amendment No. 3 Delayed Draw Term Commitments shall terminate on the earlier of (A) March 4, 2014 and (B) the Amendment No. 3 Delayed Draw Effective Date. (b) The Borrower Borrowers may at any time terminate, or terminate the Aggregate Revolving Commitments upon the Payment in Full of the Secured Obligations. (iii) The Borrowers may from time to time reduce, reduce the Commitments of any Class, Aggregate Revolving Commitments; provided that (iA) each reduction of the Aggregate Revolving Commitments of any Class shall be in an amount a Dollar Equivalent that is an integral multiple of $500,000 1,000,000 and not less than $1,000,000 5,000,000 and (iiB) the Borrower Borrowers shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans in accordance with Section 2.11, the aggregate Aggregate Revolving Exposures Exposure would exceed the aggregate lesser of the Aggregate Revolving CommitmentsCommitment and the Revolving Borrowing Base. (civ) The Borrower Representative shall notify the Administrative Agent of any election to terminate or reduce the Aggregate Revolving Commitments under paragraph (ba)(ii) or (a)(iii) of this Section at least one three (3) Business Day 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 Representative pursuant to this Section shall be irrevocable, ; provided that a notice of termination of the Aggregate Revolving Commitments delivered by the Borrower Representative may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or conditiontransactions specified therein, 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 of terminationdate) if such condition is not satisfied. Any termination or reduction of the Aggregate Revolving Commitments of any Class shall be permanent. Each reduction of the Aggregate Revolving Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Revolving Commitments; provided, with respect to the First Amendment Temporary Increase Commitments, any such termination or reduction 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 at such Classtime.

Termination and Reduction of Commitments. (a) Unless previously terminatedterminated or extended, (i) the Revolving Commitments shall terminate on the Revolving Maturity Date and (ii) the Amendment No. 3 Delayed Draw Term Commitments shall terminate on the earlier of (A) March 4, 2014 and (B) the Amendment No. 3 Delayed Draw Effective Date. (b) The Borrower may at any time time, without premium or penalty, terminate, or from time to time reduce, the Commitments of any Class, provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 1,000,000 (or, in the case of Commitments denominated in Euros, €1,000,000, British Pounds, £1,000,000, or other Alternative Currency, a like amount) and not less than $1,000,000 5,000,000 (or in the case of Commitments denominated in Euros, €5,000,000, British Pounds, £5,000,000, or other Alternative Currency, a like amount) and (ii) the Borrower shall not terminate or reduce the any Class of Revolving Commitments ifto the extent that, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans of such Class in accordance with Section 2.11, the aggregate Revolving Exposures Exposure (calculated using the Exchange Rate in effect as of the date of the proposed termination or reduction) of such Class (excluding the portion of the Revolving Exposure attributable to outstanding Letters of Credit if and to the extent that the Borrower has Cash Collateralized (at 103% of the face value of such Letters of Credit) or made other arrangements satisfactory to the Issuing Bank with respect to such Letters of Credit) would exceed the aggregate Revolving CommitmentsCommitments of such Class. (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. 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 of any Class delivered by the Borrower 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 receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some any other identifiable event or conditionspecified 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 of terminationdate) 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 Commitments of such Class. (d) The Borrower, in its sole discretion, shall have the right, but not the obligation, at any time so long as no Specified Event of Default has occurred and is continuing, upon at least one (1) Business Day’s notice to a Defaulting Lender (with a copy to the Administrative Agent), to terminate in whole such Defaulting Lender’s Commitment; provided that, after giving effect to such termination, (i) the aggregate U.S. Revolving Exposure of all U.S. Revolving Lenders does not exceed the aggregate U.S. Revolving Commitments and (ii) the aggregate Multicurrency Revolving Exposure of all Multicurrency Revolving Lenders does not exceed the aggregate Multicurrency Revolving Commitments. Such termination shall be effective with respect to such Defaulting Lender’s unused portion of its Commitment on the date set forth in such notice. No termination of the Commitment of a Defaulting Lender shall be deemed a waiver or release of any claim the Borrower, the Administrative Agent, the Issuing Bank or any Lender may have against the Defaulting Lender.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Revolving Commitments shall terminate on the Revolving Maturity Date and (ii) the Amendment No. 3 Delayed Draw Term Commitments shall terminate on the earlier of (A) March 4, 2014 and (B) the Amendment No. 3 Delayed Draw Effective Date. (b) The Borrower may at any time terminate, or from time to time reduce, the Commitments of any Class, Commitments; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 1,000,000 and not less than $1,000,000 1,000,000, and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment repayment of the Revolving Loans or Swingline Loans Advances in accordance with Section 2.112.06, the aggregate Revolving Credit Exposures would exceed the aggregate Revolving 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 one five (5) Business Day 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 Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or conditionfacilities, 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 terminationdate) 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 Commitments 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 Administrative Agent shall give notice to the Borrower of such Classreduction and termination; however, failure to give such notice shall in no way affect the reduction of the Commitment and the termination of the Availability Period.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Initial Term Loan Commitments shall terminate upon the making of the Initial Term Loans on the Effective Date, (ii) the 2020 Incremental Term Commitments shall terminate upon the earlier to occur of (x) the making of the 2020 Incremental Term Loans and (y) 5:00 p.m. New York City time on March 25, 2020 and (iii) the Revolving Commitments shall terminate on the Revolving Maturity Date and (ii) the Amendment No. 3 Delayed Draw Term Commitments shall terminate on the earlier of (A) March 4, 2014 and (B) the Amendment No. 3 Delayed Draw Effective Date. (b) The Borrower may at any time terminate, or from time to time reduce, the Commitments of any Class, ; provided that (i) each reduction of the 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 (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to 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. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section by 2:00 p.m. New York City time at least one three Business Day 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 . (d) Any termination or reduction pursuant to this Section 2.08 shall be irrevocable, provided that a notice apply proportionately and permanently to reduce the Commitments of termination each of the Revolving Commitments delivered by Lenders within such Class; provided (1) the Borrower may state that such notice is conditioned upon allocate any termination or reduction of Commitments among Classes of Commitments at its direction (including, for the effectiveness avoidance of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or conditiondoubt, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior Commitments with respect to the specified effective date any Class of termination) if such condition is not satisfied. Any Extended Revolving Commitments without any termination or reduction of the 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 Class Extended Revolving Commitments pursuant to Section 2.24, the Existing Revolving Commitments of any one or more Lenders providing any such Extended Revolving Commitments on such date shall be permanent. Each reduced in an amount equal to the amount of Specified Existing Revolving Commitments so extended on such date (or, if agreed by the Borrower and the Lenders providing such Extended Revolving Commitments, by any greater amount so long as (a) a proportionate reduction of the Specified Existing Revolving Commitments has been offered to each Lender to whom the applicable Revolving Credit Extension Request has been made (which may be conditioned upon such Lender becoming an Extending Lender), and (b) the Borrower prepay the Existing Revolving Loans of any such Class shall be made ratably among owed to such Lenders providing such Extended Revolving Commitments to the extent necessary to ensure that, after giving pro forma effect to such repayment or reduction, the Existing Revolving Loans of such Class are held by the Lenders of such Class on a pro rata basis in accordance with their respective Existing Revolving Commitments of such ClassClass after giving pro forma effect to such reduction) (provided that (x) after giving pro forma 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 Credit 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 2.18 with respect to the ratable allocation of payments hereunder, with such allocation being determined after giving pro forma effect to any conversion or exchange pursuant to Section 2.24 of Existing Revolving Commitments and Existing Revolving Loans into Extended Revolving Commitments and Extended Revolving Loans respectively, and prior to any reduction being made to the Commitment of any other Lender). (e) With respect to each mandatory reduction and termination of Revolving Commitments or Replacement Revolving Credit Commitments (and any previously extended Extended Revolving Commitments) required in connection with the incurrence of any Incremental Refinancing Facility or the incurrence of any Credit Agreement Refinancing Indebtedness incurred to Refinance any Revolving Commitments, Replacement Revolving Commitments and/or Other Revolving Commitments, the Borrower may designate (A) the Classes of Commitments to be reduced and terminated and (B) the corresponding Classes of Loans to be prepaid; provided that (x) any such reduction and termination shall apply proportionately and permanently to reduce the Commitments of each of the Lenders within any such Class and (y) after giving pro forma 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 of each such reduction and termination in accordance with this Agreement, the aggregate amount of such Lenders’ credit exposures shall not exceed the remaining Commitments of such Lenders’ in respect of the Class reduced and terminated. In connection with any such termination or reduction, to the extent necessary, the participations hereunder in outstanding Letters of Credit and Swingline Loans may be required to be reallocated and related loans outstanding prepaid and then reborrowed.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Revolving Commitments shall terminate on the Revolving Maturity Date and (ii) the Amendment No. 3 Delayed Draw Term Commitments shall terminate on the earlier of (A) March 4, 2014 and (B) the Amendment No. 3 Delayed Draw Effective Date. (b) The Borrower Company may at any time terminate, or from time to time reduce, the Commitments of any Class, Tranche; provided that (i) each reduction of the Commitments of any Class Tranche shall be in an amount that is an integral multiple of $500,000 the Borrowing Multiple for a Eurocurrency Revolving Borrowing denominated in US Dollars and not less than $1,000,000 and the Borrowing Minimum for a Eurocurrency Revolving Borrowing denominated in US Dollars, (ii) the Borrower Company shall not terminate or reduce the Revolving US Tranche Commitments if, after giving effect to any concurrent prepayment of the US Tranche Revolving Loans or Swingline Loans in accordance with Section 2.112.12, the aggregate US Tranche Revolving Exposures would exceed the aggregate US Tranche Commitments, (iii) the Company shall not terminate or reduce the Canadian Tranche Commitments if, after giving effect to any concurrent prepayment of the Canadian Tranche Revolving Loans in accordance with Section 2.12, the aggregate Canadian Tranche Exposures would exceed the aggregate Canadian Tranche Commitments, and (iv) the Company shall not terminate or reduce the UK Tranche Commitments if, after giving effect to any concurrent prepayment of the UK Tranche Revolving Loans in accordance with Section 2.12, the aggregate UK Tranche Exposures would exceed the aggregate UK Tranche Commitments. (c) The Borrower Company 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 one three Business Day 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 thereofelection. Each notice delivered by the Borrower Company pursuant to this Section shall be irrevocable, ; provided that a notice of termination of the Revolving Commitments delivered by the Borrower Company may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or conditionfacilities, in which case such notice may be revoked by the Borrower Company (by notice to the Administrative Agent on or prior to the specified effective date of terminationdate) 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 applicable Lenders in accordance with their respective Commitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Tranche A Commitments shall terminate at 5:00 p.m., New York City time, on the Effective Date, (ii) the Tranche B Commitments shall terminate at 5:00 p.m., New York City time, on the Effective Date and (iii) the Revolving Commitments shall terminate on the Revolving Maturity Date and (ii) the Amendment No. 3 Delayed Draw Term Commitments shall terminate on the earlier of (A) March 4, 2014 and (B) the Amendment No. 3 Delayed Draw Effective Date. (b) The Borrower may at any time time, without premium or penalty, terminate, or from time to time reduce, the Commitments of any Class, ; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 1,000,000 and not less than $1,000,000 5,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans in accordance with Section 2.11, the aggregate sum of the Revolving Exposures would exceed the aggregate total Revolving 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 three Business Day 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 Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or conditionfacilities, 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 terminationdate) 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 Commitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Revolving Commitments shall terminate on the Revolving Maturity Date and (ii) the Amendment No. 3 Delayed Draw Term Commitments shall terminate on the earlier of (A) March 4, 2014 and (B) the Amendment No. 3 Delayed Draw Effective Date. (b) The Borrower may at any time terminate, or from time to time reduce, the Commitments of any Class, Revolving Commitments; provided that (i) each reduction of the Revolving Commitments of any Class shall be in an amount that is an integral multiple of $500,000 1,000,000 and not less than $1,000,000 5,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans in accordance with Section 2.11, the aggregate sum of the Revolving Credit Exposures would exceed the aggregate total Revolving 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 three Business Day 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 Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities one or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or conditionmore events specified in such notice, 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 terminationdate) if such condition is not satisfied. Any termination or reduction of the Revolving Commitments of any Class shall be permanent. Each reduction of the Revolving Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such ClassRevolving Commitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Tranche A Term Commitments and Tranche B Term Commitments shall automatically terminate at 5:00 p.m., New York City time, on the Effective Date, and (ii) the Revolving Commitments shall automatically terminate on the Revolving Maturity Date and (ii) or, if the Amendment No. 3 Delayed Draw Borrower has not delivered a Borrowing Request for a Borrowing under the Tranche A Term Commitments shall terminate and the Tranche B Term Commitments on the earlier of (A) March 4, 2014 and (B) the Amendment No. 3 Delayed Draw Effective Date, at 5:00 p.m., New York City time, on the Effective Date). (b) The Borrower may at any time terminate, or from time to time permanently reduce, the Commitments of any Class, ; provided that (i) each partial reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 1,000,000 and not less than $1,000,000 5,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments of any Class if, after giving effect to any concurrent prepayment of the Revolving Loans or the Swingline Loans in accordance with Section 2.11, the aggregate Aggregate Revolving Exposures Exposure of such Class would exceed the aggregate Aggregate Revolving CommitmentsCommitment of such Class. (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 three Business Day 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 of the Revolving Commitments delivered by the Borrower under this paragraph may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event one or conditionmore 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 of terminationdate) 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 Commitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Revolving Tranche A Term Commitments shall automatically terminate at 5:00 p.m., New York City time, on the Revolving Maturity Second Amendment Effective Date and (ii) the Amendment No. 3 Delayed Draw Term Revolving Commitments shall automatically terminate on the earlier of (A) March 4, 2014 and (B) the Amendment No. 3 Delayed Draw Effective Revolving Maturity Date. (b) The Borrower may at any time terminate, or from time to time permanently reduce, the Commitments of any Class, ; provided that (i) each partial reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 1,000,000 and not less than $1,000,000 and 5,000,000, (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans in accordance with Section 2.112.10, the aggregate Aggregate Revolving Exposures Exposure would exceed the aggregate Aggregate Revolving CommitmentsCommitment and (iii) the Borrower shall not terminate or reduce the LC Sublimit if, after giving effect thereto, the LC Exposure not fully cash collateralized hereunder would exceed the LC Sublimit. (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 not later than 11:00 a.m., New York City time, three Business Day 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 of the Revolving Commitments delivered by the Borrower under this paragraph may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event one or conditionmore 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 of terminationdate) 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 Commitments of such Class. All fees in respect of the Revolving Commitments accrued until the effective date of any termination of the Revolving Commitments shall be paid on the effective date of such termination. (d) If after giving effect to any reduction or termination of 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. (a) Unless previously terminated, the 2017 Replacement Term Loan Commitments shall terminate and be automatically and permanently reduced to $0 upon the earlier of (i) funding of the Revolving Commitments shall terminate 2017 Replacement Term Loans on the Revolving Maturity 2017 Replacement Term Loan Facility Effective Date and (ii) 5:00 p.m., New York City time, on April 19, 2017. The proceeds of the Amendment No. 3 Delayed Draw 2017 Replacement Term Commitments shall terminate Loans will be applied on the earlier 2017 Replacement Term Loan Facility Effective Date to the principal amount of the Existing Term Loans (Aas defined in the 2017 Replacement Term Loan Amendment) March 4, 2014 and (B) outstanding at such time in order to prepay such principal amount in full. Upon the Amendment No. 3 Delayed Draw funding of the 2017 Replacement Term Loans on the 2017 Replacement Term Loan Facility Effective Date, the 2017 Replacement Term Loans shall constitute, on the terms provided in the 2017 Replacement Term Loan Amendment, Term Loans hereunder. (b) The Borrower may at any time terminate, or from time to time reduce, the Commitments of any Class, ; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 1,000,000 and not less than $1,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to 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 Commitments5,000,000. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments of any Class under paragraph (bSection 2.08(b) of this Section at least one three Business Day 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 Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of 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 prior to the specified effective date of termination) 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 Commitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Term Loan Commitments shall terminate at 5:00 p.m., New York City time, on the Effective Date and (ii) all the Revolving Commitments shall terminate on the Revolving Credit Maturity Date and (ii) the Amendment No. 3 Delayed Draw Term Commitments shall terminate on the earlier of (A) March 4, 2014 and (B) the Amendment No. 3 Delayed Draw Effective Date. (b) The Borrower may at any time terminate, or terminate the Revolving Commitments upon the Payment in Full of the Secured Obligations. (c) The Borrower may from time to time reduce, reduce the Commitments of any Class, Revolving Commitments; provided that (i) each reduction of the Revolving Commitments of any Class shall be in an amount that is an integral multiple of $500,000 250,000 and not less than $1,000,000 250,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans in accordance with Section 2.11, the aggregate Aggregate Revolving Exposures Exposure would exceed the aggregate Revolving Commitments. (cd) The Borrower 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 one three (3) Business Day 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 Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or conditionfacilities, 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 terminationdate) if such condition is not satisfied. Any termination or reduction of the Revolving Commitments of any Class shall be permanent. Each reduction of the Revolving Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such ClassRevolving Commitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Revolving Term Loan Commitments shall terminate at 5:00 p.m., New York City time, on the Revolving Maturity earlier to occur of (A) the Effective Date and (B) if the Effective Date shall not have occurred prior to the Outside Date, the Outside Date and (ii) the Amendment No. 3 Delayed Draw Term all other Commitments shall terminate at 5:00 p.m., New York City time, on the earlier to occur of (A) March 4, 2014 the Maturity Date and (B) if the Amendment No. 3 Delayed Draw Effective Date shall not have occurred prior to the Outside Date, the Outside Date. (b) The Borrower may at any time terminate, or from time to time reduce, the Revolving Facility Commitments of any Class, and/or the Term Loan Commitments; provided that (i) each reduction of the Revolving Facility Commitments of any Class or the Term Loan Commitments, as applicable, shall be in an amount that is an integral multiple of $500,000 U.S.$1,000,000 and not less than $1,000,000 U.S.$2,000,000 (or, if less, the remaining amount of the Revolving Facility Commitments or the Term Loan Commitments, as applicable) and (ii) the Borrower shall not terminate or reduce the Revolving Facility Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Facility Loans in accordance with Section 2.11, the aggregate Total Revolving Facility Credit Exposures would exceed the aggregate total Revolving Facility Commitments. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Facility Commitments or the Term Loan Commitments under paragraph (b) of this Section 2.08 at least one three (3) Business Day 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 2.08 shall be irrevocable, ; provided that a notice of termination of the Revolving Facility Commitments or the Term Loan Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or conditiontransactions 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 of terminationdate) if such condition is not satisfied. Any termination or reduction of any of the Commitments of under any Class Facility shall be permanent. Each reduction of the Commitments of under any Class Facility shall be made ratably among the Lenders in accordance with their respective Commitments of under such ClassFacility.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Revolving Facility Commitments shall terminate on the Revolving Facility Maturity Date and (ii) Date. The parties hereto acknowledge that the Amendment No. 3 Delayed Draw Term Loan Commitments shall will terminate at 5 p.m., Local Time, on the earlier of (A) March 4, 2014 and (B) the Amendment No. 3 Delayed Draw Effective Closing Date. (b) The Borrower may at any time terminate, or from time to time reduce, the Commitments of any Class, under either Facility; provided that (i) each reduction of the Commitments of any Class under either Facility shall be in an amount that is an integral multiple of $500,000 1.0 million and not less than $1,000,000 5.0 million (or, if less, the remaining amount of the Revolving Facility Commitments) and (ii) the Borrower shall not terminate or reduce the Revolving Facility Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Facility Loans in accordance with Section 2.11, the aggregate Revolving Exposures Facility Credit Exposure would exceed the aggregate total Revolving 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 one three Business Day 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 applicable 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 or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or conditionfacilities, 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 terminationdate) 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 under either Facility shall be made ratably among the Lenders in accordance with their respective Commitments of under such ClassFacility.

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) Unless previously terminated, (i) the Revolving Loan Commitments and the Euro Revolving Loan Commitments shall terminate on the Revolving Maturity Date and (ii) the Amendment No. 3 Delayed Draw Term Commitments shall terminate on the earlier of (A) March 4, 2014 and (B) the Amendment No. 3 Delayed Draw Effective Credit Termination Date. (b) The US Borrower may at any time terminate, terminate or from time to time reduce, reduce the Commitments of any Class, Revolving Loan Commitments; provided that (iA) each reduction of the Revolving Loan Commitments of any Class shall be in an amount that is an integral multiple of $500,000 1,000,000 and not less than $1,000,000 5,000,000 and (iiB) the US Borrower shall not terminate or reduce the Revolving Loan Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans in accordance with Section 2.11, the aggregate Revolving Credit Exposures would exceed the aggregate total Revolving Loan Commitments. (c) The US Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Loan Commitments under paragraph (b) of this Section at least one three New York Business Day 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 Revolving Credit Lenders of the contents thereof. Each notice delivered by the US 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 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 prior to the specified effective date of termination) if such condition is not satisfied. Any termination or reduction of the Revolving Loan Commitments of any Class shall be permanent. Each reduction of the Revolving Loan Commitments of any Class shall be made ratably among the Revolving Credit Lenders in accordance with their respective Revolving Loan Commitments. (d) The Euro Borrower may at any time terminate or from time to time reduce the 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 election to terminate or reduce the Euro Revolving Loan Commitments under paragraph (d) of this Section at least three Business Days prior to the effective date of such Classtermination 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) Unless previously terminated, (i) the Revolving Commitments shall terminate at 5:00 p.m., New York City time, on the Revolving Maturity Date and (ii) the Amendment NoDate. 3 Delayed Draw The Term Loan Commitments shall terminate upon the making of the Term Loans on the earlier of (A) March 4, 2014 and (B) the Amendment No. 3 Delayed Draw Effective Date. (b) The Borrower may at any time time, without premium or penalty, terminate, or from time to time reduce, the Commitments of any Class, Revolving Commitments; provided that (i) each reduction of the Revolving Commitments of any Class shall be in an amount that is an integral multiple of $500,000 1,000,000 and not less than $1,000,000 20,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans in accordance with Section 2.11, any Lender’s Revolving Credit Exposure would exceed its Revolving Commitment or the aggregate sum of the Revolving Credit Exposures would exceed the aggregate total Revolving Commitments. The Term Loans may continue to remain outstanding after any termination of the Revolving 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 one three Business Day 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 noticenotice (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 or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or conditionfacilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent Agent, which notice may be provided by e-mail, on or prior to the specified effective date of terminationdate) if such condition is not satisfied. Any termination or reduction of the Revolving Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Revolving Lenders in accordance with their respective Commitments of such ClassRevolving Commitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Revolving Commitments shall terminate on the Revolving Maturity Date and (ii) the Amendment No. 3 Delayed Draw Term Commitments shall terminate on the earlier of (A) March 4, 2014 and (B) the Amendment No. 3 Delayed Draw Effective Date. (b) The Borrower may at any time terminate, or from time to time reduce, the Commitments of any Class, Commitments; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 1,000,000 and not less than $1,000,000 10,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans in accordance with Section 2.112.09, the aggregate total Revolving Credit Exposures would exceed the aggregate Revolving Aggregate Commitments. The amount of any such Aggregate Commitment reduction shall not be applied to the Alternative Currency Sublimit unless otherwise specified by the Borrower or if the Alternative Currency Sublimit would exceed the Aggregate Commitments, in which case the Alternative Currency Sublimit will only be reduced to the extent such that it would not exceed the Aggregate 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 three Business Day 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 Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or conditionfacilities, 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 terminationdate) 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 of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such ClassCommitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Revolving Commitments shall terminate on the Revolving Maturity Date and (ii) last day of the Amendment No. 3 Delayed Draw Term Commitments shall terminate on the earlier of (A) March 4, 2014 and (B) the Amendment No. 3 Delayed Draw Effective DateAvailability Period. (b) The Borrower Borrowers may at any time terminate, or from time to time reduce, the Commitments of any ClassRevolving Commitments, provided that (i) each reduction of the 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 (ii) the Borrower Borrowers shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment or repayment of the Revolving Loans or and the Swingline Loans in accordance with Section 2.112.7, the aggregate sum of the Revolving Exposures of all Revolving Lenders would exceed the aggregate Revolving Commitments, (ii) each such reduction of the Revolving Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000, and (iii) any reduction of the Revolving Commitments to an amount below the L/C Sublimit or the Swingline Sublimit shall automatically reduce the L/C Sublimit or the Swingline Sublimit, as applicable, on a Dollar for Dollar basis. If at 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 Borrowers shall on the date of such reduction or termination of Revolving Commitments, repay or prepay Revolving Borrowings or Swingline Loans (or a combination thereof) and/or Cash Collateralize Letters of Credit in an aggregate amount equal to such excess. (c) The Lead Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under paragraph (b) of this Section at least one three Business Day 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 Revolving Lenders of the contents thereof. Each notice delivered by the Lead Borrower pursuant to this Section shall be irrevocable, provided that a notice of 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 the receipt of the proceeds from the issuance of other Indebtedness events or the occurrence of some other identifiable event or conditiontransactions, in which case such notice may be revoked by the Lead Borrower (by written notice to the Administrative Agent on or prior to the specified effective date of terminationdate) if such condition is not satisfied, subject to the Borrowers’ obligation to indemnify the Lenders pursuant to Section 3.5. Any termination or Each reduction, and any termination, of the Revolving Commitments shall be permanent and each reduction of the Revolving Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Revolving Lenders in accordance with their respective Commitments of such ClassRevolving Commitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Revolving Commitments shall terminate on the Revolving Maturity Date and (ii) the Amendment No. 3 Delayed Draw Term Commitments shall terminate on the earlier of (A) March 4, 2014 and (B) the Amendment No. 3 Delayed Draw Effective Date. (b) The Borrower may at any time terminate, or from time to time reduce, the Commitments of any Class, Commitments; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 5,000,000 and not less than $1,000,000 10,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans in accordance with Section 2.112.08, the aggregate Total Revolving Exposures Credit Exposure would exceed the aggregate Revolving CommitmentsAggregate Commitment. (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 three (3) Business Day 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 Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or conditiontransactions, 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 terminationdate) if such condition is not satisfiedsatisfied (provided that the failure of such contingency shall not relieve the Borrower from its obligations in respect thereof under Section 2.13). Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments. All Commitment Fees accrued until the effective date of any termination of any Commitments shall be paid on the effective date of such Classtermination.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Revolving Tranche B Term Loan Commitments shall terminate at 4:00 p.m., Chicago time, on the Effective Date and (ii) all other Commitments shall terminate on the Revolving Credit Maturity Date and (ii) the Amendment No. 3 Delayed Draw Term Commitments shall terminate on the earlier of (A) March 4, 2014 and (B) the Amendment No. 3 Delayed Draw Effective Date. (b) The Borrower may at any time terminateterminate the Revolving Commitments upon (i) the payment in full of all outstanding Revolving Loans, together with accrued and unpaid interest thereon and on any Letters of Credit and (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or at the discretion of the Administrative Agent a back up standby letter of credit satisfactory to the Administrative Agent) equal to the LC Exposure as of such date). (c) The Borrower may from time to time reduce, reduce the Commitments of any Class, Revolving Commitments; provided that (i) each reduction of the Revolving Commitments of any Class shall be in an amount that is an integral multiple of $500,000 1,000,000 and not less than $1,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to 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 Commitments5,000,000. (cd) 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 one three Business Day 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 Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or conditionfacilities, 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 terminationdate) 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 Commitments of such ClassCommitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Revolving Commitments shall terminate on the Revolving Maturity Date and (ii) the Amendment No. 3 Delayed Draw Term Commitments shall terminate on the earlier of (A) March 4, 2014 and (B) the Amendment No. 3 Delayed Draw Effective Date. (b) The Parent Borrower may at any time terminate, or from time to time reduce, the Revolving Commitments of under any Class, Revolving Facility; provided that (i) each reduction of the Revolving Commitments of under any Class Revolving Facility shall be in an amount that is an integral multiple of $500,000 100,000, in the case of USD Revolving Commitments or the Dollar Equivalent of €100,000, in the case of Euro Revolving Commitments, as applicable, and not less than $1,000,000 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 Parent Borrower shall not terminate or reduce the Revolving Commitments under a Revolving Facility if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans in accordance with Section 2.112.13, the aggregate Revolving Credit Exposures would exceed the aggregate total USD Revolving Commitments or the Euro Revolving Loans would exceeds the Euro Revolving 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 one three Business Day 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 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 or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or conditionfacilities, 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 of terminationdate) if such condition is not satisfied. Any termination or reduction of the Revolving Commitments of any Class shall be permanent. Each reduction of the Revolving Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such ClassRevolving Commitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Initial Term Commitments shall terminate at 5:00 p.m., New York City time, on the Closing Date and (ii) the Revolving Commitments shall terminate on the Revolving Maturity Date and (ii) the Amendment No. 3 Delayed Draw Term Commitments shall terminate on the earlier of (A) March 4, 2014 and (B) the Amendment No. 3 Delayed Draw Effective Date. (b) The Borrower may at any time terminate, or from time to time reduce, the Commitments of any Class, ; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 and not less than $1,000,000 5,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments ifif (unless it is otherwise backstopped pursuant to arrangements reasonably acceptable to the Issuing Bank and the Administrative Agent), after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans and/or cash collateralization of outstanding Letters of Credit in accordance with Section 2.11a manner reasonably satisfactory to the applicable Issuing Bank and the Administrative Agent and in a face amount equal to 103% of the outstanding amount of the applicable LC Exposure in respect thereof, the aggregate Revolving Exposures of any Class would exceed the aggregate Revolving CommitmentsCommitments of such Class. (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 three (3) Business Day 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 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 facilities, or the receipt closing of a refinancing transaction, a sale of all or substantially all of the proceeds from assets of the issuance Borrower and its Subsidiaries or a Change of other Indebtedness or the occurrence of some other identifiable event or conditionControl, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent 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 shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Revolving Multi-Year Facility Commitments shall terminate on the Revolving Maturity Date and (ii) the Amendment No. 3 Delayed Draw Term Commitments shall terminate on the earlier of (A) March 4, 2014 and (B) the Amendment No. 3 Delayed Draw Effective Multi-Year Facility Commitment Termination Date. (b) The Borrower may at any time terminate, or from time to time reduce, each of the Commitments of any Class, Multi-Year Facility Commitments; provided that (i) each such reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 1,000,000 and not less than $1,000,000 5,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Multi-Year Facility Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans in accordance with Section 2.11, the aggregate Revolving Multi-Year Facility Exposures would exceed the aggregate Revolving total Multi-Year Facility Commitments. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Multi-Year Facility Commitments under paragraph (b) of this Section at least one three Business Day 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 Revolving Multi-Year Facility Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or conditionfacilities, 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 terminationdate) if such condition is not satisfied. Any termination or reduction of the Multi-Year Facility Commitments of any Class shall be permanent. Each reduction of the Multi-Year Facility Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such ClassMulti-Year Facility Commitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Revolving Commitments shall terminate on the Revolving Maturity Date and (ii) the Amendment No. 3 Delayed Draw Term Commitments shall terminate on the earlier of (A) March 4, 2014 and (B) the Amendment No. 3 Delayed Draw Effective Date. (b) The Borrower may at any time terminate, or from time to time reduce, the Revolving Credit Commitments of any Class, or the Multiple Advance Term Loan Commitments; provided that (i) each reduction of the Revolving Credit Commitments of any Class or the Multiple Advance Term Loan Commitments shall be in an amount that is an integral multiple of $500,000 1,000,000 and not less than $1,000,000 5,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Credit Commitments or the Multiple Advance Term Loan Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans the Multiple Advance Term Loans, as applicable, in accordance with Section 2.112.10, the aggregate sum of the Revolving Credit Exposures would exceed the aggregate total Revolving Credit Commitments or the Outstanding Amount of the Multiple Advance Term Loans would exceed the total Multiple Advance Term Loan Commitments, as applicable. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Credit Commitments or the Multiple Advance Term Loan Commitments under paragraph (b) of this Section at least one three Business Day 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, irrevocable and signed by a Responsible Officer of the Borrower; provided that a notice of termination of the all Revolving Credit Commitments and all Multiple Advance Term Loan Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or conditionfacilities, 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 terminationdate) if such condition is not satisfied. Any termination or reduction of the Revolving Credit Commitments of any Class and the Multiple Advance Term Loan Commitments shall be permanent. Each reduction of the Revolving Credit Commitments of any Class and the Multiple Advance Term Loan Commitments shall be made ratably among the applicable Lenders in accordance with their respective Revolving Credit Commitments of such Classand Multiple Advance Term Loan Commitments, as applicable.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Revolving Commitments shall automatically terminate on the Revolving Maturity Date and (ii) the Amendment NoDate. 3 Delayed Draw The Term Loan Commitments shall automatically terminate at 5:00 p.m., Houston time, on the earlier of (A) March 4, 2014 and (B) the Amendment No. 3 Delayed Draw Effective Date. (b) The Borrower may at any time terminate, or from time to time reduce, the Commitments of any Class, Revolving Commitments; provided that (i) each reduction of the Revolving Commitments of any Class shall be in an amount that is an integral multiple of $500,000 1,000,000 and not less than $1,000,000 5,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans in accordance with Section 2.112.10, the aggregate Revolving Exposures Credit Exposure would exceed the aggregate total Revolving Commitments; provided that for purposes of this paragraph, the 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 each applicable Issuing Bank in form and substance and issued by issuer(s) satisfactory to each such 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 Revolving Lenders shall be released from their obligations under Section 2.05(d), and all letter of credit fees accruing after the termination of the Revolving Commitments shall be for the account of the applicable Issuing Banks. (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 one three Business Day 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 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 or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or conditionfacilities, 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 terminationdate) if such condition is not satisfied. Any termination or reduction of the Revolving Commitments of any Class shall be permanent. Each reduction of the Revolving Commitments of any Class shall be made ratably among the Revolving Lenders in accordance with their respective Commitments of such ClassRevolving Commitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) The Revolving Credit Commitments and the Revolving Commitments Swing Line Commitment shall automatically terminate on the Revolving Maturity Date and (ii) Date. Notwithstanding the Amendment No. 3 Delayed Draw Term foregoing, all the Commitments shall automatically terminate at 5:00 p.m., New York City time, on October 30, 2013 if the earlier closing of (A) March 4, 2014 and (B) the Amendment No. 3 Delayed Draw Effective Datethis Agreement shall not have occurred by such time. (b) The Upon at least three (3) Business Days’ prior irrevocable written or fax notice to the Administrative Agent or such shorter time period as the Administrative Agent may agree in its sole discretion, the Borrower may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Revolving Credit Commitments of any Classor the Swing Line Commitment; provided, provided however, that (i) each partial reduction of the Revolving Credit Commitments of any Class shall be in an amount that is an integral multiple of $500,000 1,000,000 and not less than in a minimum amount of $1,000,000, (ii) each partial reduction of the Swing Line Commitment shall be in an integral multiple of $250,000 and in a minimum amount of $1,000,000 and (iiiii) the Borrower Total Revolving Credit Commitment shall not terminate or reduce be reduced to an amount that is less than the Aggregate Revolving Commitments ifCredit Exposure at the time; provided further, after giving effect to 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. (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 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 permanent termination of the Revolving Commitments delivered by the Borrower may state that such notice is conditioned conditional upon the effectiveness of 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 of permanent termination may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date of terminationpermanent reduction) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. . (c) Each reduction of in 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, the Commitment Fees on the amount of the Commitments so terminated or reduced accrued to but excluding the date of such Classtermination or reduction.

Termination and Reduction of Commitments. (a) Unless previously terminatedThe Term Loan Commitments (other than any Incremental Term Loan Commitments, which shall terminate as provided in the related Incremental Term Loan Assumption Agreement) shall automatically terminate upon the making of the Term Loans on the Closing Date. The Revolving Credit Commitments and the Swingline Commitment shall automatically terminate on the Revolving Credit Maturity Date. The L/C Commitment shall automatically terminate on the earlier to occur of (i) the Revolving Commitments shall terminate on termination of the Revolving Maturity Date Credit Commitments and (ii) the Amendment Nodate 5 days prior to the Revolving Credit Maturity Date. 3 Delayed Draw Term Notwithstanding the foregoing, all the Commitments shall automatically terminate at 5:00 p.m., New York City time, on October 9, 2012, if the earlier of (A) March 4, 2014 and (B) the Amendment No. 3 Delayed Draw Effective Dateinitial Credit Event shall not have occurred by such time. (b) The Upon at least three Business Days’ prior irrevocable written or fax notice to the Administrative Agent, the Borrower may at any time in whole permanently terminate, or from time to time in part permanently reduce, unutilized portions of the Revolving Credit Commitments of any Class, or the Swingline Commitment; provided that (i) each partial reduction of 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 $5,000,000, (ii) each partial reduction of the Borrower Swingline Commitment shall be in an integral multiple of $250,000 and in a minimum amount of $1,000,000, (iii) the Total Revolving Credit Commitment shall not terminate or reduce be reduced to an amount that is less than the Aggregate Revolving Commitments if, after giving effect to Credit Exposure at the time and (iv) 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. (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 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 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 or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or conditionfacilities, 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 terminationdate) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. . (c) Each reduction of in the Term Loan Commitments of any Class or the Revolving Credit Commitments 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, the Commitment Fees on the amount of the Revolving Credit Commitments so terminated or reduced accrued to but excluding the date of such Classtermination or reduction.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Revolving Commitments The Commitment of each Lender shall automatically terminate on the Revolving Maturity Termination Date and (ii) the Amendment Noapplicable to such Lender as provided in Section 2.09. 3 Delayed Draw Term Commitments shall terminate If any Letter of Credit remains outstanding on the earlier Termination Date, the Borrower will deposit with the Administrative Agent an amount in Cash Collateral equal to 105% of (A) March 4, 2014 and (B) the Amendment No. 3 Delayed Draw Effective Dateaggregate undrawn amount of such Letter of Credit to secure the Borrower’s reimbursement obligations with respect to any drawings that may occur thereunder. (b) The Borrower may at any time terminate, or from time to time reduce, the Commitments of any Class, Commitments; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 1,000,000 and not less than $1,000,000 5,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving any Commitments if, after giving effect to such termination or reduction and any concurrent prepayment of the Revolving Loans or Swingline Loans in accordance with Section 2.11, the aggregate Revolving Exposures total Aggregate Exposure would exceed the aggregate Revolving Aggregate 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 three (3) Business Day 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 Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or conditionfacilities, 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 terminationdate) if such condition is not satisfied. . (d) Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such ClassCommitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Revolving Commitments shall terminate on the Revolving Maturity Date and (ii) the Amendment No. 3 Delayed Draw Term Commitments shall terminate on the earlier of (A) March 4, 2014 and (B) the Amendment No. 3 Delayed Draw Effective Date. (b) The Borrower Borrowers may at any time terminate, or from time to time reduce, the Commitments of any ClassRevolving Facility Commitments; provided, provided that (i) each reduction of the Revolving Facility Commitments of any Class shall be in an amount that is an integral multiple of $500,000 250,000 and not less than $1,000,000 (or, if less, the remaining amount of the Revolving Facility Commitments) and (ii) the Borrower Borrowers shall not terminate or reduce the Revolving Facility Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Facility Loans in accordance with Section 2.11, the aggregate Revolving Exposures Facility Credit Exposure would exceed the aggregate total Revolving Facility Commitments. (b) If at any time, and from time to time, the Existing Midcap Facility Commitments are increased to an amount greater than the Specified Existing Midcap Facility Committed Amount, the Revolving Facility Commitments shall be automatically reduced by on a dollar-for-dollar basis by the amount by which the actual Existing Midcap Facility Commitments exceed the Specified 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 (ba) of this Section 2.08 at least one three Business Day Days prior to the effective date of such termination or reductionreduction (or such shorter period acceptable to the Administrative Agent), specifying such election and the effective date thereof. Promptly following receipt of any such 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, provided that a notice of termination or reduction of the Revolving Facility Commitments delivered by the Primary Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities facilities, indentures or the receipt of the proceeds from the issuance of similar agreements or other Indebtedness or the occurrence of some other identifiable event or conditiontransactions, 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 of terminationdate) 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 Commitments of such ClassCommitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Revolving Commitments shall terminate on the Revolving Maturity Date and (ii) the Amendment No. 3 Delayed Draw Term Commitments shall terminate on the earlier of (A) March 4, 2014 and (B) the Amendment No. 3 Delayed Draw Effective Date. (b) The Applicable Administrative Borrower may at any time terminate, or from time to time reduce, the Commitments of any ClassCommitments; provided, provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 1.0 million and not less than $1,000,000 5.0 million (or, if less, the remaining amount of the Commitments) and (ii) the Applicable Administrative Borrower shall not terminate or reduce the Revolving Commitments ifunless, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans in accordance with Section 2.112.09, the aggregate Revolving Exposures would exceed the aggregate Revolving CommitmentsAvailability Conditions will be satisfied and no Cash Dominion Period will be triggered as a result therefrom. (c) The Applicable Administrative Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least one three Business Day 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 applicable Lenders of the contents thereof. Each notice delivered by the Applicable Administrative Borrower pursuant to this Section shall be irrevocable; provided, provided that a notice of termination of the Revolving Commitments delivered by the Applicable Administrative Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or conditiontransactions, in which case such notice may be revoked by the Applicable Administrative Borrower (by notice to the Administrative Agent on or prior to the specified effective date of terminationdate) 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 Commitments of such ClassPro Rata Percentage.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Term Loan Commitments shall terminate at 5:00 p.m., New York City time, on July 10, 2006 and (ii) the Revolving Commitments shall terminate on the Revolving Maturity Date and (ii) the Amendment No. 3 Delayed Draw Term Commitments shall terminate on the earlier of (A) March 4, 2014 and (B) the Amendment No. 3 Delayed Draw Effective Date. (b) The Borrower may at any time terminate, or from time to time reduce, the Commitments of any Class, Revolving Commitments; provided that (i) each reduction of the Revolving Commitments of any Class shall be in an amount that is an integral multiple of $500,000 1,000,000 and not less than $1,000,000 5,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans in accordance with Section 2.112. 10, the aggregate sum of the Revolving Exposures would exceed the aggregate total Revolving 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 one three Business Day 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 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 or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or conditionfacilities, 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 terminationdate) if such condition is not satisfied. Any termination or reduction of the Revolving Commitments of any Class shall be permanent. Each reduction of the Revolving Commitments of any Class shall be made ratably among the Revolving Lenders in accordance with their respective Commitments of such ClassRevolving Commitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Revolving Commitments shall terminate on the Revolving Maturity Date and (ii) the Amendment No. 3 Delayed Draw Term Commitments shall terminate on the earlier of (A) March 4, 2014 and (B) the Amendment No. 3 Delayed Draw Effective Termination Date. (b) The Borrower Borrowers may at any time terminateterminate the Revolving Commitments upon (i) the payment in full of all outstanding Revolving Loans, together with accrued and unpaid interest thereon and on any Letters of Credit and (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or at the Permitted Discretion of the Administrative Agent a back-up standby letter of credit satisfactory to the Administrative Agent) equal to the LC Exposure as of such date). (c) The Borrowers may from time to time reduce, reduce the Commitments of any Class, Commitments; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 1,000,000 and not less than $1,000,000 and shall reduce all Commitments of any Class on a pro rata basis and (ii) the Borrower Borrowers shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans in accordance with Section 2.11herewith, the aggregate Revolving Exposures Exposure would exceed the lesser of the aggregate Revolving CommitmentsCommitments and the Revolving Borrowing Base. (cd) The Borrower Borrowers shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) or (c) of this Section at least one three Business Day 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 a Borrower pursuant to this Section shall be irrevocable, ; provided that a notice of termination of the Revolving Commitments delivered by the applicable Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or conditionfacilities, in which case such notice may be revoked by the applicable Borrower (by notice to the Administrative Agent on or prior to the specified effective date of terminationdate) 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 Commitments of such ClassCommitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Tranche A Commitments shall terminate at 5:00 p.m., New York City time, on the Effective Date, (ii) the Tranche B Commitments shall terminate at 5:00 p.m., New York City time, on the Effective Date and (iii) the Revolving Commitments shall terminate on at the start of the Revolving Maturity Date and (ii) the Amendment No. 3 Delayed Draw Term Commitments shall terminate on the earlier of (A) March 4, 2014 and (B) the Amendment No. 3 Delayed Draw Effective Date. (b) The Borrower may at any time terminate, or from time to time reduce, the Commitments of any Class, provided that (i) each reduction of the 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 (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to 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. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (bSection 2.08(b) of this Section at least one three Business Day 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 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 receipt consummation of the proceeds from the issuance of any other Indebtedness or the occurrence of some other identifiable event or conditionevent, 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 terminationdate) 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 Commitments of such Class.

Termination and Reduction of Commitments. (a) The 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 previously terminatedterminated earlier pursuant to the applicable Incremental Term Loan Assumption Agreement, (i) the Revolving 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 Revolving Maturity Date and (ii) Date. Notwithstanding the Amendment No. 3 Delayed Draw Term foregoing, all the Commitments shall automatically terminate at 5:00 p.m., New York City time, on February 29, 2000, if the earlier of (A) March 4, 2014 and (B) the Amendment No. 3 Delayed Draw Effective Dateinitial Credit Event shall not have occurred by such time. (b) The Upon at least three Business Days' prior irrevocable written or fax notice to the Administrative Agent, the Borrower may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Term Loan Commitments of any Classor the Revolving Credit Commitments; provided, provided however, that (i) each partial reduction of the Term Loan Commitments of any Class or the Revolving Credit Commitments shall be in an amount that is an integral multiple of $500,000 1,000,000 and not less than in a minimum amount of $1,000,000 10,000,000 and (ii) the Borrower Total Revolving Credit Commitment shall not terminate or reduce be reduced to an amount that is less than the Aggregate Revolving Commitments if, after giving effect to any concurrent prepayment of Credit Exposure at the Revolving Loans or Swingline Loans in accordance with Section 2.11, the aggregate Revolving Exposures would exceed the aggregate Revolving Commitmentstime. (c) The Borrower If any prepayment of Term Loans would be required pursuant to Section 2.13 but cannot be made because there are no Term Loans outstanding, or because the amount of the required prepayment exceeds the outstanding amount of Term Loans, then, on the date that such prepayment is required, the Revolving Credit Commitments 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 be reduced by an aggregate amount equal to the effective date amount of the required prepayment or the excess of such termination or reductionamount over the outstanding amount of Term Loans, specifying such election and as the effective date thereof. Promptly following receipt of case may be, on the day any such noticeprepayment of Term Loans is, or would be, required by Section 2.13. (d) Each reduction in 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 Term Loan Commitments or the Revolving Credit Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of 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 prior to the specified effective date of termination) 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 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, the Commitment Fees on the amount of the Commitments so terminated or reduced accrued to but excluding the date of such Classtermination or reduction.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Revolving Tranche A Term Commitments shall automatically terminate at 5:00 p.m., New York City time, on the Revolving Maturity Fourth Amendment Effective Date and (ii) the Amendment No. 3 Delayed Draw Term Revolving Commitments shall automatically terminate on the earlier of (A) March 4, 2014 and (B) the Amendment No. 3 Delayed Draw Effective Revolving Maturity Date. (b) The Borrower may at any time terminate, or from time to time permanently reduce, the Commitments of any Class, ; provided that (i) each partial reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 1,000,000 and not less than $1,000,000 and 5,000,000, (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans in accordance with Section 2.112.10, the aggregate Aggregate Revolving Exposures Exposure would exceed the aggregate Aggregate Revolving CommitmentsCommitment and (iii) the Borrower shall not terminate or reduce the LC Sublimit if, after giving effect thereto, the LC Exposure not fully cash collateralized hereunder would exceed the LC Sublimit. (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 not later than 11:00 a.m., New York City time, three Business Day 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 of the Revolving Commitments delivered by the Borrower under this paragraph may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event one or conditionmore 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 of terminationdate) 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 Commitments of such Class. All fees in respect of the Revolving Commitments accrued until the effective date of any termination of the Revolving Commitments shall be paid on the effective date of such termination. (d) If after giving effect to any reduction or termination of 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. (a) Unless previously terminated, (i) the Initial Term Loan Commitments shall automatically terminate on the Closing Date (upon funding of the Initial Term Loans) and (ii) the Revolving Commitments shall automatically terminate on the Revolving Maturity Date and (ii) the Amendment No. 3 Delayed Draw Term Commitments shall terminate on the earlier of (A) March 4, 2014 and (B) the Amendment No. 3 Delayed Draw Effective Date. (b) The Borrower Company may at any time terminate, or from time to time permanently reduce, the Commitments of any Class, ; provided that (i) each partial reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 1,000,000 and not less than $1,000,000 5,000,000 and (ii) the Borrower Company shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans in accordance with Section 2.11, the aggregate Aggregate Revolving Exposures Exposure would exceed the aggregate Aggregate Revolving CommitmentsCommitment. (c) The Borrower Company 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 three Business Day Days (or such shorter period of time as the Administrative Agent shall agree) 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 Company pursuant to this Section 2.08 shall be irrevocable, ; provided that a notice of termination or reduction of the Revolving Commitments delivered by the Borrower under this paragraph may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event one or conditionmore events specified therein, in which case such notice may be revoked by the Borrower Company (by notice to the Administrative Agent on or prior to the specified effective date of terminationdate) 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 Commitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Revolving Facility Commitments shall terminate on the Revolving Facility Maturity Date and (ii) the Amendment No. 3 Delayed Draw Term A Loan Commitments shall terminate be automatically and permanently reduced to $0 upon the funding of the Term A Loans on the earlier of (A) March 4, 2014 and (B) the Amendment No. 3 Delayed Draw Effective Closing Date. (b) The Borrower may at any time terminate, or from time to time reducereduce the Revolving Facility Commitments; provided, the Commitments of any Class, provided that (i) each such reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 1,000,000 and not less than $1,000,000 and 5,000,000 (or, if less, the remaining amount of the Revolving Facility Commitments), (ii) the Borrower shall not terminate or reduce the Revolving Facility Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans in accordance with Section 2.112.12, (w) the aggregate total Revolving Exposures Facility Credit Exposure would exceed the total Revolving Facility Commitments, (x) the aggregate amount of Alternative Currency Loans under the Revolving Facility outstanding would exceed the Alternative Currency Sublimit, (y) the aggregate principal amount of Swingline Loans would exceed the Swingline Sublimit or (z) the Outstanding Amount of all L/C Obligations not fully Cash Collateralized hereunder would exceed the Letter of Credit Sublimit and (iii) each reduction shall be applied ratably among all Classes of Revolving Facility Commitments. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Facility Commitments under paragraph clause (b) of this Section at least one three Business Day 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 applicable Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided, 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 or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or conditionany transaction anticipated to occur in connection with such termination, 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 terminationdate) 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 applicable Lenders in accordance with their respective Commitments of such ClassCommitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Commitments of Revolving Commitments Loans shall terminate on the Revolving Maturity Date and (ii) the Amendment No. 3 Delayed Draw Term Commitments shall terminate on the earlier of (A) March 4, 2014 and (B) the Amendment No. 3 Delayed Draw Effective Datefor Revolving Loans. (b) The Borrower may may, without premium or penalty, at any time terminate, or from time to time reduce, in its sole discretion the Commitments of any Class, provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 1,000,000 and not less than $1,000,000 5,000,000 (or if less, the remaining Commitments of such Class) and (ii) the Borrower shall not terminate or reduce the 59 4145-1594-0167.14145-1594-0167.7 Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans in accordance with Section 2.112.10, the aggregate Revolving Exposures would exceed the aggregate Revolving Commitments. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph clause (b) of this Section 2.08 at least one three Business Day 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 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 facilities, other refinancing transactions or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or conditiontransactions, 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 terminationdate) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Revolving Commitments shall be made ratably among the Lenders in accordance with their respective Revolving Commitments. Each reduction of the Term Loan Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Term Loan Commitments of such that Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, The Term Loan Commitments shall automatically terminate upon the making of the Term Loans on the Closing Date. The Revolving Credit Commitments and the Swingline Commitment shall automatically terminate on the Revolving Credit Maturity Date. The L/C Commitment shall automatically terminate on the earlier to occur of (i) the Revolving Commitments shall terminate on termination of the Revolving Maturity Date Credit Commitments and (ii) the Amendment Nodate 30 days prior to the Revolving Credit Maturity Date. 3 Delayed Draw Term Notwithstanding the foregoing, all the Commitments shall automatically terminate at 5:00 p.m., New York City time, on August 20, 2004, if the earlier of (A) March 4, 2014 and (B) the Amendment No. 3 Delayed Draw Effective Dateinitial Credit Event shall not have occurred by such time. (b) The Upon at least three Business Days' prior written or fax notice (or telephone notice promptly confirmed by written or fax notice) to the Administrative Agent, the Borrower may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Term Loan Commitments of any Classor the Revolving Credit Commitments; provided, provided however, that (i) each partial reduction of the Term Loan Commitments of any Class or the Revolving Credit Commitments shall be in an amount that is an integral multiple of $500,000 1,000,000 and not less than in a minimum amount of $1,000,000 5,000,000 and (ii) the Borrower Total Revolving Credit Commitment shall not terminate or reduce be reduced to an amount that is less than the Revolving Commitments if, after giving effect to any concurrent prepayment sum of the Aggregate Revolving Loans or Swingline Loans in accordance with Section 2.11, Credit Exposure at the aggregate Revolving Exposures would exceed the aggregate Revolving 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 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 thereoftime. Each notice delivered by the Borrower pursuant to this Section 2.09(b) shall be irrevocable; provided, provided however, 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 the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or conditionfacilities, 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 terminationsuch other credit facilities) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. . (c) Each reduction of in the Term Loan Commitments of any Class or the Revolving Credit Commitments 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, the Commitment Fees on the amount of the Commitments so terminated or reduced accrued to but excluding the date of such Classtermination or reduction.

Termination and Reduction of Commitments. (a) Unless previously terminatedThe Revolving Commitments, (i) the Revolving Commitments Swingline Commitment and the LC Commitment shall automatically terminate on the Revolving Maturity Date and (ii) the Amendment No. 3 Delayed Draw Term Commitments shall terminate on the earlier of (A) March 4, 2014 and (B) the Amendment No. 3 Delayed Draw Effective Date. (b) The At its option, Borrower may at any time terminate, or from time to time permanently reduce, the Commitments of any Class, Revolving Commitments; provided that (i) each reduction of the Revolving Commitments of any Class shall be in an amount that is an integral multiple of $500,000 2,500,000 and not less than $1,000,000 and 5,000,000; (ii) the Borrower shall not terminate or reduce unless the Revolving Commitments are being terminated in full in connection with the simultaneous payment in full of all Obligations, the Revolving Commitments shall not be reduced to below $30,000,000; (iii) the Revolving Commitments shall not be terminated or reduced if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans in accordance with Section 2.112.09, the aggregate amount of Revolving Exposures would exceed the aggregate amount of Revolving Commitments; and (iv) simultaneously with any termination or reduction, Borrower shall have paid to the Administrative Agent for the benefit of the Revolving Lenders the Early Termination Fee (if any). (c) The Borrower shall notify the Administrative Agent in writing of any election to terminate or reduce the Revolving Commitments under paragraph (bSection 2.07(b) of this Section at least one three Business Day 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 2.07 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 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 Revolving Commitments of any Class shall be permanent. Each reduction of the Revolving Commitments of any Class shall be made ratably among the Revolving Lenders in accordance with their respective Commitments of such ClassRevolving Commitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Term Commitments shall terminate at 5:00 p.m., New York City time, on the earlier of (x) the last day of the Term Availability Period and (y) the Term Funding Date, (ii) the Revolving Commitments shall terminate on the Revolving Maturity Date and (iiiii) the Amendment No. 3 Delayed Draw Term Standby LC Commitments shall terminate on the earlier of Standby LC Maturity Date; PROVIDED, HOWEVER, that (A) March 4the Revolving Commitments and the Standby LC Commitments shall terminate at 5:00 p.m., 2014 New York City time, on the last day of the Term Loan Availability Period if there are no outstanding Term Loans as of such date and (B) the Amendment No. 3 Delayed Draw Effective DateStandby LC Commitments shall terminate at 5:00 p.m., New York City time, on January 31, 2000 if no Standby Letter of Credit has been issued by such date. (b) The Borrower may at any time terminate, or from time to time reduce, the Commitments of any Class, provided ; PROVIDED that (i) each reduction of the 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 1,000,000, (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans in accordance with Section 2.112.10, the aggregate sum of the Revolving Exposures would exceed the aggregate total Revolving Commitments and (iii) the Borrower shall not terminate or reduce the Standby LC Commitments if, after giving effect to such reductions, the Standby LC Exposure would exceed the total Standby LC Commitments. (c) The Standby LC Commitments shall be automatically reduced from time to time in an aggregate amount equal to the U.S. dollar equivalent of any payment or prepayment of principal of the Cremascoli Term Loans (including any scheduled payments and any mandatory or voluntary prepayments of such principal). For the purposes of determining the U.S. dollar equivalent of any such payment or prepayment of principal, an exchange rate of $1.00 to euro 1.00 shall be used. (d) 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 three Business Day 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 ; 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 receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or conditionfacilities, 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 terminationdate) 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 Commitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Revolving Commitments and the commitment of the Swingline Lender to make Swingline Loans shall terminate on the Revolving Maturity Date and Date. The Term A-1 Commitments (iiother than any Incremental Term Loan Commitments) shall automatically terminate simultaneously with the Amendment Nomaking of the Term A-1 Loans on the Original Effective Date. 3 Delayed Draw The Term A-2 Commitments shall automatically terminate simultaneously with the making of the Term A-2 Loans on the earlier Effective Date. The Incremental Term Loan Commitments shall automatically terminate simultaneously with the making of (A) March 4, 2014 and (B) the Amendment No. 3 Delayed Draw Effective Incremental Term Loans on the applicable Increase Date. (b) The Borrower may at any time terminate, or from time to time reduce, the Commitments of any Class, Revolving Commitments; provided that (i) each reduction of the Revolving Commitments of any Class shall be in an amount that is an integral multiple of $500,000 1,000,000 and not less than $1,000,000 and 10,000,000, (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans in accordance with Section 2.11, the aggregate sum of the Revolving Credit Exposures would exceed the aggregate total Revolving Commitments, and (iii) if, after giving effect to any reduction of the Revolving Commitments, the Swingline Sublimit exceeds the total Revolving Commitments, then the Swingline Sublimit shall be automatically reduced by the amount of such excess. (c) The Borrower shall notify the Term Loan A-1/Revolver Administrative Agent of any election to terminate or reduce the Revolving Commitments under paragraph (bSection 2.9(b) of this Section at least one three Business Day 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 Term Loan A-1/Revolver Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section 2.9 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 receipt of the proceeds from the issuance consummation of other Indebtedness or the occurrence of some other identifiable event or conditionfinancing arrangements, in which case such notice may be revoked by the Borrower (by notice to the Term Loan A-1/Revolver Administrative Agent on or prior to the specified effective date of terminationdate) if such condition is not satisfied. Any termination or reduction of the Revolving Commitments of any Class shall be permanent. Each reduction of the Revolving Commitments of any Class shall be made ratably among applied to the applicable Lenders in accordance with their respective Commitments of such ClassApplicable Percentages.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Revolving Commitments 2015 Term Loan Commitment of each 2015 Term Lender shall automatically and permanently terminate at 5:00 PM, New York City time, on the Revolving Maturity Closing Date (after giving effect to the incurrence of 2015 Term Loans on such date). and (ii) the Amendment No. 3 Delayed Draw Incremental Term Commitments B-1 Commitment of each Incremental Term B-1 Lender shall automatically and permanently terminate at 5:00 PM, New York City time, on the earlier of (A) March 4, 2014 and (B) the Amendment No. 3 Delayed Draw 1 Effective DateDate (after giving effect to the incurrence of Incremental Term B-1 Loans on such date). (b) The Applicable Borrower may at any time terminate, or from time to time reduce, the Commitments of any Class, ; provided that (i) each reduction of the such Commitments of any Class shall be in an amount that is an integral multiple of $500,000 5,000,000 and not less than $1,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to 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 Commitments10,000,000. (c) The Applicable Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments of any Class under paragraph (b) of this Section 2.06 at least one three (3) Business Day 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 Applicable Borrower pursuant to this Section 2.06 shall be irrevocable, ; provided that a notice of termination of the Revolving Commitments of any Class delivered by the Applicable Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of one or more other Indebtedness or the occurrence of some other identifiable event or conditionevents specified therein, in which case such notice may be revoked by the Applicable Borrower (by notice to the Administrative Agent on or prior to the specified effective date of terminationdate) 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 applicable Lenders in accordance with their respective Commitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Term Commitments shall terminate at 11:59 p.m., New York City time, on the Effective Date. The Revolving Commitments shall terminate at 11:59 p.m., New York City time, on the Revolving Maturity Date and (ii) the Amendment No. 3 Delayed Draw Term Commitments shall terminate on the earlier of (A) March 4, 2014 and (B) the Amendment No. 3 Delayed Draw Effective Date. (b) The Each Borrower may at any time terminate, or from time to time reduce, the Commitments of any Class, ; provided that (i) each reduction of the 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 (ii) the each Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to 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. The Borrowers may terminate the Commitments of any Defaulting Lending on a non-pro rata basis upon notice to the Administrative Agent. (c) The Each 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. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the such Borrower pursuant to this Section shall be irrevocable, ; provided that a notice of termination of the Revolving Commitments delivered by the such Borrower may state that such notice is conditioned upon the effectiveness of 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 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 shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Tranche A Term Commitments shall automatically terminate on the earlier to occur of (A) the funding of a Tranche A Term Borrowing and (B) 5:00 p.m., New York City time, on the Tranche A Draw-Down Deadline Date, (ii) the Tranche B Term Commitments shall automatically terminate at 5:00 p.m., New York City time, on the Effective Date and (iii) the Revolving Commitments shall automatically terminate on the Revolving Maturity Date and (ii) the Amendment No. 3 Delayed Draw Term Commitments shall terminate on the earlier of (A) March 4, 2014 and (B) the Amendment No. 3 Delayed Draw Effective Date. (b) The Borrower may at any time terminate, or from time to time permanently reduce, the Commitments of any Class, ; provided that (i) each partial reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 1,000,000 and not less than $1,000,000 5,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans in accordance with Section 2.11, the aggregate Aggregate Revolving Exposures Exposure would exceed the aggregate Aggregate Revolving CommitmentsCommitment. (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 three Business Day 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 2.08 shall be irrevocable, ; provided that a notice of termination or reduction of the Revolving Commitments delivered by the Borrower under this paragraph may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event one or conditionmore 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 of terminationdate) 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 Commitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Revolving Commitments shall terminate on the Revolving Maturity Date and (ii) the Amendment No. 3 Delayed Draw Term Commitments shall terminate on the earlier of (A) March 4, 2014 and (B) the Amendment No. 3 Delayed Draw Effective Date. (b) The Borrower Borrowers may at any time terminate, or from time to time reduce, the Commitments of any Class, Commitments; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 1,000,000 and not less than $1,000,000 and 5,000,000, (ii) the Borrower Borrowers shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans in accordance with Section SECTION 2.11, the aggregate total Revolving Credit Exposures would exceed the aggregate Revolving Commitmentstotal Commitments and (iii) unless the Commitments are reduced to zero, no reduction shall be made which would reduce the Commitments to an amount less than $75,000,000. (c) The Borrower Borrowers shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least one three Business Day 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 Borrowers pursuant to this Section shall be irrevocable, ; provided that a notice of termination of the Revolving Commitments delivered by the Borrower Borrowers may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or conditionfacilities, in which case such notice may be revoked by the Borrower Borrowers (by notice to the Administrative Agent on or prior to the specified effective date of terminationdate) 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 Commitments. (d) Unless a Default or an Event of Default has occurred and is continuing, the Borrowers, by written notice to the Administrative Agent, may request on up to four (4) occasions that the A/72096682.7 Commitments be increased by an amount not less than $25,000,000 per request and not more than $250,000,000 in the aggregate (such that the total Commitments after all such increases shall never exceed $500,000,000); provided that for any such request the Borrowers and/or the Administrative Agent shall use commercially reasonable efforts to locate additional lenders (which qualify as assignees under SECTION 9.4) reasonably acceptable to the Borrowers and the Administrative Agent or existing Lenders willing to hold commitments for the requested increase. In the event that lenders commit to any such increase, (i) the Commitments of those lenders committing to such Classincrease shall be increased, (ii) the Applicable Percentage of each of the Lenders shall be adjusted according to the increased or new Commitments (or, in the case of a new lender not previously party hereto, added to Schedule 2.1) and the Borrowers shall make such borrowings and repayments as shall be necessary to effect a reallocation of the Revolving Loans, (iii) new or replacement notes shall be issued, and (iv) other changes shall be made by way of supplement, amendment or restatement of any Loan Document as may be necessary or desirable to reflect the aggregate amount, if any, by which Lenders have agreed to increase their respective Commitments or any other lenders (which qualify as eligible assignees under SECTION 9.4) have agreed to make new commitments pursuant to this SECTION 2.9(d), in each case notwithstanding anything in SECTION 9.2(b) to the contrary, without the consent of any Lender other than those Lenders increasing their Commitments. The fees payable by the Borrowers upon any such increase in the Commitments shall be agreed upon by the Administrative Agent and the Borrowers at the time of such increase. Notwithstanding the foregoing, nothing in this SECTION 2.9(d) shall constitute or be deemed to constitute an agreement by any Lender to increase its Commitment hereunder. Notwithstanding the foregoing, an increase in the aggregate amount of the Commitments shall be effective only if (i) no Default or Event of Default shall have occurred and be continuing on the date such increase is requested and the date such increase is to become effective; (ii) each of the representations and warranties made by the Borrowers in this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date such increase is requested and the date such increase is to become effective with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date); (iii) the Administrative Agent shall have received (x) such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the authorization of such increase and (y) a favorable written opinion (addressed to the Administrative Agent and the Lenders) of counsel for the Borrowers (which may be an opinion of in-house counsel), after giving effect to such increase; and (iv) the Borrowers shall be in compliance with ARTICLE VI. The right to request an increase in the Commitments pursuant to this SECTION 2.9(d) may be exercised after the Borrowers have elected to reduce the Commitments pursuant to SECTION 2.9(b), provided that any such Commitment increase after a Commitment reduction may only occur once in an period of twelve months and a total of three times during the term of this Agreement.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Initial Term Commitments shall terminate at 11:59 p.m., New York City time, on the Effective Date, (ii) the Delayed Draw Term Commitments shall terminate on each Delayed Draw Funding Date, in an amount equal to the aggregate principal amount of the Delayed Draw Term Loans drawn on such Delayed Draw Funding Date, and any remaining Delayed Draw Term Commitments shall terminate on the Delayed Draw Term Loan Commitment Termination Date and (iii) the Revolving Commitments shall terminate on the Revolving Maturity Date and (ii) the Amendment No. 3 Delayed Draw Term Commitments shall terminate on the earlier of (A) March 4, 2014 and (B) the Amendment No. 3 Delayed Draw Effective Date. (b) The Borrower may at any time terminate, or from time to time reduce, the Commitments of any Class, provided that (i) each reduction of the 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 (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to 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. 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 (bSection 2.08(b) of this Section by 2:00 p.m., New York City time, 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 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 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 shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Tranche B Commitments shall terminate at 5:00 p.m., New York City time, on the Effective Date1, (ii) the Tranche B-1 Extension Requests shall terminate at 5:00 p.m., New York City time, on the Amendment No. 3 Effective Date2, (iii) the Revolving Commitments shall terminate on the Revolving Maturity Date and (iiiv) the Amendment No. 3 Delayed Draw Term Extended Revolving Commitments shall terminate on the earlier of (A) March 4, 2014 and (B) the Amendment No. 3 Delayed Draw Effective Extended Revolving Maturity Date. (b) The Borrower may at any time terminate, or from time to time reduce, the Commitments of any Class, provided that (i) each reduction of the 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 2,000,000, (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to 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 and (iii) the Borrower shall not terminate or reduce the Extended Revolving Commitments if, after giving effect to any concurrent prepayment of the Extended Revolving Loans in accordance with Section 2.11, the aggregate Extended Revolving Exposures would exceed the aggregate Extended Revolving 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 three Business Day 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 2.08 shall be irrevocable, provided that a notice of termination of the Revolving Commitments or Extended Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or conditionfacilities, 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 terminationdate) 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 Commitments of such Class.” 1 Relates to Tranche B Term Loans incurred on February 24, 2005. 2 Relates to Tranche B-1 Term Loans incurred on August 5, 2009. (o) Section 2.09(a) of the Credit Agreement is hereby deleted in its entirety and replaced with the following: (a) The Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Revolving Loan of such Lender on the Revolving Maturity Date, (ii) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Extended Revolving Loan of such Lender on the Extended Revolving Maturity Date, (iii) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Tranche B Term Loan of such Lender as provided in Section 2.10, (iv) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Tranche B-1 Term Loan of such Lender as provided in Section 2.10, and (v) the then unpaid principal amount of each Swingline Loan on the earlier of the Extended Revolving Maturity Date and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least two Business Days after such Swingline Loan is made; provided that on each date that an Extended Revolving Borrowing is made, the Borrower shall repay all Swingline Loans then outstanding.” (p) Section 2.11(a) of the Credit Agreement is hereby deleted in its entirety and replaced with the following: (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to the requirements of this Section 2.11. Any such prepayment (other than a prepayment of a Revolving Borrowing, Extended Revolving Borrowing or a Swingline Borrowing) made when any Tranche B Term Loan is outstanding shall be applied either (i) on a pro rata basis to Tranche B Term Loan Borrowings and Tranche B-1 Term Loan Borrowings or (ii) entirely to Tranche B Term Loan Borrowings. Until the Revolving Maturity Date, any prepayment of a Revolving Borrowing or Extended Revolving Borrowing shall be allocated ratably among the combined amount of outstanding Revolving Loans and Extended Revolving Loans, taken as a whole; provided, that, in connection with the Borrower’s termination of all outstanding Revolving Commitments, the Borrower may apply such prepayment to Revolving Borrowings only.” (q) Section 2.11(b) of the Credit Agreement is hereby deleted in its entirety and replaced with the following:

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Revolving Commitments shall terminate on the Revolving Credit Maturity Date and (ii) the Amendment No. 3 Delayed Draw Initial Term Loan Commitments shall terminate on upon the earlier of (A) March 4, 2014 and (B) the Amendment No. 3 Delayed Draw Effective Initial Term Loan Commitment Expiration Date. (b) The Borrower may at any time terminate, or from time to time reduce, the Commitments of any Class, Revolving Commitments; provided that (i) each reduction of the Revolving Commitments of any Class shall be in an amount that is an integral multiple of $500,000 1,000,000 and not less than $1,000,000 10,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans in accordance with Section 2.11, the aggregate sum of the Revolving Credit Exposures would exceed the aggregate total Revolving Commitments; provided, however, the Borrower may not reduce the aggregate amount of the Revolving Commitments below $25,000,000 pursuant to this Section unless the Borrower is terminating the Revolving Commitments in full. (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 one three Business Day 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 Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or conditionfacilities, 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 terminationdate) if such condition is not satisfied. Any termination or reduction of the Revolving Commitments of any Class shall be permanent. Each reduction of the Revolving Commitments of any Class shall be made ratably among the Revolving Lenders in accordance with their respective Commitments of such ClassRevolving Commitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) terminated the Revolving Commitments shall terminate on the Revolving Maturity Date and (ii) last day of the Amendment NoAvailability Period. 3 Delayed Draw Any Incremental Term Commitments Loan Commitment shall terminate on as provided in the earlier of (A) March 4, 2014 and (B) the Amendment No. 3 Delayed Draw Effective Dateapplicable Incremental Assumption Agreement. (b) The Borrower may at any time terminate, or from time to time reduce, the Commitments of any ClassRevolving Commitments, provided that (i) each reduction of the 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 (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment or repayment of the Revolving Loans or Swingline Loans in accordance with Section 2.112.7, the aggregate sum of the Revolving Exposures of all Revolving Lenders would exceed the aggregate Revolving Commitments, (ii) each such reduction of the Revolving Commitments shall be in an amount that is an integral multiple of $500,000 and not less than $1,000,000, and (iii) any reduction of the Revolving Commitments to an amount below the L/C Sublimit shall automatically reduce the L/C Sublimit on a Dollar for Dollar basis. If at 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 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 Revolving Commitments under paragraphs (a) and (b) of this Section, the Revolving Commitments shall be reduced as required under Section 2.7(b). (d) 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 one three Business Day 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 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 or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or conditionfacilities, 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 of terminationdate) if such condition is not satisfiedsatisfied subject to the Borrower’s obligation to indemnify the Lenders pursuant to Section 3.5. Any termination or Each reduction, and any termination, of the Revolving Commitments shall be permanent and each reduction of the Revolving Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Revolving Lenders in accordance with their respective Commitments of such ClassRevolving Commitments.

Termination and Reduction of Commitments. (a) Unless previously terminatedThe Revolving Commitments, (i) the Revolving Commitments Swingline Commitment and the LC Commitment shall automatically terminate on the Revolving Maturity Date and (ii) the Amendment No. 3 Delayed Draw Term Commitments shall terminate on the earlier of (A) March 4, 2014 and (B) the Amendment No. 3 Delayed Draw Effective Date. (ba) The At its option, Borrower may at any time terminate, or from time to time permanently reduce, the Commitments of any Class, Revolving Commitments; provided that (i) each reduction of the Revolving Commitments of any Class shall be in an amount that is an integral multiple of $500,000 2,500,000 and not less than $1,000,000 and 5,000,000; (ii) the Borrower shall not terminate or reduce unless the Revolving Commitments are being terminated in full in connection with the simultaneous payment in full of all Obligations, the Revolving Commitments shall not be reduced to below $30,000,000; (iii) the Revolving Commitments shall not be terminated or reduced if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans in accordance with Section 2.112.09, the aggregate amount of Revolving Exposures would exceed the aggregate amount of Revolving Commitments; and (iv) simultaneously with any termination or reduction, Borrower shall have paid to the Administrative Agent for the benefit of the Revolving Lenders the Early Termination Fee (if any). (cb) The Borrower shall notify the Administrative Agent in writing of any election to terminate or reduce the Revolving Commitments under paragraph (bSection 2.07(b) of this Section at least one three Business Day 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 2.07 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 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 Revolving Commitments of any Class shall be permanent. Each reduction of the Revolving Commitments of any Class shall be made ratably among the Revolving Lenders in accordance with their respective Commitments of such ClassRevolving Commitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Revolving Facility Commitments shall terminate on the Revolving Facility Maturity Date and (ii) the Amendment No. 3 Delayed Draw Term ▇-▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇-▇ Loan Commitments and Term B-3 Loan Commitments shall terminate at 2:00 p.m., Local Time, on the earlier of (A) March 4, 2014 and (B) the Amendment No. 3 Delayed Draw Effective Closing Date. (b) The Borrower may at any time terminate, or from time to time reduce, the Commitments of any ClassRevolving Facility Commitments; provided, provided that (i) each such reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 10.0 million and not less than $1,000,000 10.0 million (or, if less, the remaining amount of the Revolving Facility Commitments) and (ii) the Borrower shall not terminate or reduce the Revolving Facility Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Facility Loans in accordance with Section 2.11, the aggregate Revolving Exposures Facility Credit Exposure would exceed the aggregate total Revolving Facility Commitments. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Facility Commitments under paragraph clause (b) of this Section at least one three Business Day 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 applicable Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided, 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 or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or conditionfacilities, 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 terminationdate) 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 applicable Lenders in accordance with their respective Commitments of such ClassCommitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Initial Term Loan Commitments shall terminate upon the making of the Initial Term Loans on the Effective Date, (ii) the 2020 Incremental Term Commitments shall terminate upon the earlier to occur of (x) the making of the 2020 Incremental Term Loans and (y) 5:00 p.m. New York City time on March 25, 2020 and (iii) the Revolving Commitments shall terminate on the Revolving Maturity Date and (ii) the Amendment No. 3 Delayed Draw Term Commitments shall terminate on the earlier of (A) March 4, 2014 and (B) the Amendment No. 3 Delayed Draw Effective Date. (b) The Borrower may at any time terminate, or from time to time reduce, the Commitments of any Class, ; provided that (i) each reduction of the 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 (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to 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. (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section by 2:00 p.m. New York City time at least one three Business Day 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 . (d) Any termination or reduction pursuant to this Section 2.08 shall be irrevocable, provided that a notice apply proportionately and permanently to reduce the Commitments of termination each of the Revolving Commitments delivered by Lenders within such Class; provided (1) the Borrower may state that such notice is conditioned upon the effectiveness of 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 prior to the specified effective date of termination) if such condition is not satisfied. Any allocate any termination or reduction of Commitments among Classes of Commitments at (e) With respect to each mandatory reduction and termination of Revolving Commitments or Replacement Revolving Credit Commitments (and any previously extended Revolving Commitments) required in connection with the incurrence of any Incremental Refinancing Facility or the incurrence of any Credit Agreement Refinancing Indebtedness incurred to Refinance any Revolving Commitments, Replacement Revolving Commitments and/or Other Revolving Commitments, the Borrower may designate (A) the Classes of Commitments to be reduced and terminated and (B) the corresponding Classes of Loans to be prepaid; provided that (x) any such reduction and termination shall apply proportionately and permanently to reduce the Commitments of any Class shall be permanent. Each reduction each of the Commitments Lenders within any such Class and (y) after giving pro forma effect to such termination or reduction and to any prepayments of any Class shall be Loans or cancellation or cash collateralization of Letters of Credit made ratably among on the Lenders date of each such reduction and termination in accordance with their respective this Agreement, the aggregate amount of such Lenders’ credit exposures shall not exceed the remaining Commitments of such ClassLenders’ in respect of the Class reduced and terminated. In connection with any such termination or reduction, to the extent necessary, the participations hereunder in outstanding Letters of Credit and Swingline Loans may be required to be reallocated and related loans outstanding prepaid and then reborrowed.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Tranche A-1 Commitments and Tranche C-1 Commitments shall terminate at 5:00 p.m., New York City time, on the Redemption Date and (ii) the Revolving Commitments shall terminate on the Revolving Maturity Date and (ii) the Amendment No. 3 Delayed Draw Term Commitments shall terminate on the earlier of (A) March 4, 2014 and (B) the Amendment No. 3 Delayed Draw Effective Date. (b) The Borrower may at any time terminate, or from time to time reduce, the Commitments of any Class, Revolving Commitments; provided that (i) each reduction of the Revolving Commitments of any Class shall be in an amount that is an integral multiple of $500,000 1,000,000 and not less than $1,000,000 5,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans in accordance with Section 2.11, the aggregate sum of the Revolving Exposures would exceed the aggregate total Revolving 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 one three Business Day 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 Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or conditionfacilities, 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 terminationdate) if such condition is not satisfied. Any termination or reduction of the Revolving Commitments of any Class shall be permanent. Each reduction of the Revolving Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Revolving Commitments. (d) The parties hereto acknowledge that the Tranche A Commitments, Tranche B Commitments, and Tranche C Commitments of such Classhave terminated.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Revolving Commitments shall terminate on the Revolving Maturity Date and (ii) Date. Unless previously terminated, the Amendment No. 3 Delayed Draw Term Commitments shall terminate upon the making of the Term Loans on the earlier of (A) March 4, 2014 Sixth Amendment and (B) the Amendment No. 3 Delayed Draw Restatement Effective Date. (b) The Parent Borrower may at any time terminate, or from time to time reduce, the Revolving Commitments of under any Class, Revolving Facility; provided that (i) each reduction of the Revolving Commitments of under any Class Revolving Facility shall be in an amount that is an integral multiple of $500,000 100,000 and not less than $1,000,000 and (ii) the Parent Borrower shall not terminate or reduce the Revolving Commitments under a Revolving Facility if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans in accordance with Section 2.112.13, (i) the aggregate Multicurrency Revolving Loans of any Lender exceed such Lender’s Multicurrency Revolving Commitment, (ii) the Yen Revolving Loans of any Lender exceed such Lender’s Yen Revolving Commitment, (iii) the Revolving Credit Exposure of any Lender exceeds the amount of such Lender’s USD Revolving Commitment, (iv) the total Revolving Credit Exposures would exceed the aggregate total USD Revolving Commitments, (v) the total Multicurrency Revolving Loans would exceed the Multicurrency Revolving Commitments or (v) the total Yen Revolving Loans would exceed the Yen Revolving Commitments. (c) The Parent Borrower shall notify the Administrative Agent (which in the case of a Commitment denominated in Yen, shall be both the U.S. Administrative Agent and the Administrative Agent) of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least one three Business Day 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 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 or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or conditionfacilities, in which case such notice may be revoked by the Parent Borrower (by notice to the applicable Administrative Agent on or prior to the specified effective date of terminationdate) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the any Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such Classapplicable Commitments.

Termination and Reduction of Commitments. (a) Unless previously terminatedThe Original Term B Commitments terminated on the Closing Date. The Term B Commitments shall automatically terminate at 5:00 p.m., (i) New York City time, on the Second Amendment and Restatement Effective Date. The Revolving Commitments and the Swingline Commitment shall automatically terminate on the Revolving Maturity Date and (ii) the Amendment No. 3 Delayed Draw Term Commitments LC Commitment shall automatically terminate on the earlier of (A) March 4date that is fifteen Business Days prior to the Revolving Maturity Date. Notwithstanding the foregoing, 2014 and (B) all the Amendment No. 3 Delayed Draw Effective DateCommitments shall automatically terminate at 5:00 p.m., New York City time, on October 3, 2003, if the initial Credit Extension shall not have occurred by such time. (b) The Borrower Agent may at any time terminate, or from time to time reduce, the Commitments of any Class, ; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 1.0 million and not less than $1,000,000 1.0 million and (ii) the Borrower Revolving Commitments shall not terminate be terminated or reduce the Revolving Commitments reduced if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans in accordance with Section 2.112.10, the aggregate sum of the Revolving Exposures would exceed the aggregate amount of Revolving Commitments. (c) The Borrower Agent shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least one three Business Day 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 Agent pursuant to this Section shall be irrevocable, ; provided that a notice of termination of the Revolving Commitments delivered by the Borrower Agent may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or conditionfacilities, in which case such notice may be revoked by the Borrower Agent (by notice to the Administrative Agent on or prior to the specified effective date of terminationdate) 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 Commitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Revolving Commitments shall terminate on the Revolving Maturity Date and (ii) the Amendment No. 3 Delayed Draw Term Commitments shall terminate on the earlier of (A) March 4, 2014 and (B) the Amendment No. 3 Delayed Draw Effective Date. (b) The Parent Borrower may at any time terminate, or from time to time reduce, the Revolving Commitments of under any Class, Revolving Facility; provided that (i) each reduction of the Revolving Commitments of under any Class Revolving Facility shall be in an amount that is an integral multiple of $500,000 100,000, in the case of US$ Revolving Commitments, the dollar equivalent of €100,000, in the case of US€ Revolving Commitments, C$100,000, in the case of Canadian Revolving Commitments, or £50,000, in the case of UK Revolving Commitments, as applicable, and not less than $1,000,000 1,000,000, in the case of US$ Revolving Commitments, the dollar equivalent of €1,000,000, in the case of US€ Revolving Commitments, C$1,000,000, in the case of Canadian Revolving Commitments, or £500,000, in the case of UK Revolving Commitments, as applicable, and (ii) the Parent Borrower shall not terminate or reduce the Revolving Commitments under a Revolving Facility if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans in accordance with Section 2.112.13, (i) the aggregate US Revolving Credit Exposures would exceed the aggregate total US$ Revolving Commitments, (ii) the Canadian Revolving Loans would exceed the total Canadian Revolving Commitments or (iii) the UK Revolving Loans would exceed the total UK Revolving 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 one three Business Day 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 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 or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or conditionfacilities, 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 of terminationdate) if such condition is not satisfied. Any termination or reduction of the Revolving Commitments of any Class shall be permanent. Each reduction of the Revolving Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such ClassRevolving Commitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Revolving Facility Commitments shall terminate on the Revolving Facility Maturity Date and (ii) Date. The parties hereto acknowledge that the Amendment No. 3 Delayed Draw Term B Loan Commitments shall will terminate at 5 p.m. New York City time on the earlier of (A) March 4, 2014 and (B) the Amendment No. 3 Delayed Draw Effective Closing Date. (b) The Borrower may at any time terminate, or from time to time reduce, the Commitments of under any Class, Facility; provided that (i) each reduction of the Commitments of under any Class Facility shall be in an amount that is an integral multiple of $500,000 U.S.$1.0 million and not less than $1,000,000 U.S.$2.0 million (or, if less, the remaining amount of the Revolving Facility Commitments) and (ii) the Borrower shall not terminate or reduce the Revolving Facility Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Facility Loans in accordance with Section 2.11, the aggregate Revolving Exposures Facility Credit Exposure would exceed the aggregate total Revolving 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 one three (3) Business Day 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 applicable 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 or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or conditionfacilities, 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 terminationdate) 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 under any Class Facility shall be made ratably among the Lenders in accordance with their respective Commitments of under such ClassFacility.

Termination and Reduction of Commitments. (a) Unless previously terminatedterminated in accordance with the terms of this Agreement, (i) the Term Loan Commitments shall terminate at 5:00 p.m., New York City time on the Second Amendment Effective Date, and (ii) the Revolving Commitments shall terminate on the Revolving Maturity Date and (ii) the Amendment No. 3 Delayed Draw Term Commitments shall terminate on the earlier of (A) March 4, 2014 and (B) the Amendment No. 3 Delayed Draw Effective Date. (b) The Borrower may at any time terminate, or from time to time reduce, the Commitments of any Class, ; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 1,000,000 and not less than $1,000,000 5,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans in accordance with Section 2.11, the aggregate total Revolving Exposures would exceed the aggregate total Revolving Commitments. (c) If any Reduction of the Revolving Facility is required pursuant to Section 2.11, then, on the date that such Reduction is made, the Revolving Commitments shall be reduced by an aggregate amount equal to the amount of the required Reduction. (d) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section Section, or any required Reduction of the Revolving Commitments under paragraph (c) 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 the Borrower pursuant to this Section shall be irrevocable, ; provided that a notice of voluntary 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 receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or conditionfacilities, 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 terminationdate) 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 Commitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Revolving Commitments shall terminate on the Revolving Maturity Date and (ii) the Amendment No. 3 Delayed Draw Term Commitments shall terminate on upon final disbursement of the earlier Term Loans or the end of (A) March 4the Availability Period for the Term Facility, 2014 and (B) the Amendment No. 3 Delayed Draw Effective Datewhichever comes first. (b) The Borrower may at any time terminate, or from time to time reduce, the Commitments of any Class, Revolving Commitments; provided that (i) each reduction of the Revolving Commitments of any Class shall be in an amount that is an integral multiple of $500,000 1,000,000 and not less than $1,000,000 10,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans in accordance with Section 2.11, the aggregate sum of the Revolving Credit Exposures would exceed the aggregate total Revolving Commitments; provided, however, the Borrower may not reduce the aggregate amount of the Revolving Commitments below $25,000,000 pursuant to this Section unless the Borrower is terminating the Revolving Commitments in full. (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 one three Business Day 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 Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or conditionfacilities, 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 terminationdate) if such condition is not satisfied. Any termination or reduction of the Revolving Commitments of any Class shall be permanent. Each reduction of the Revolving Commitments of any Class shall be made ratably among the Revolving Lenders in accordance with their respective Commitments of such ClassRevolving Commitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Original Term Commitments shall terminate at 5:00 p.m., New York City time, on the Effective Date, (ii) the New Term Commitments shall terminate at 5:00 p.m., New York City time, on the First Amendment Effective Date and (iiiii) all the Revolving Commitments shall terminate on the Revolving Credit Maturity Date and (ii) the Amendment No. 3 Delayed Draw Term Commitments shall terminate on the earlier of (A) March 4, 2014 and (B) the Amendment No. 3 Delayed Draw Effective Date. (b) The Borrower may at any time terminateterminate the Revolving Commitments upon (i) the payment in full of all outstanding Revolving Loans and LC Disbursements, together with accrued and Table of Contents unpaid interest thereon, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or at the discretion of the Administrative Agent a backup standby letter of credit reasonably satisfactory to the Administrative Agent) equal to 100% of the LC Exposure as of such date), (iii) the payment in full of the accrued and unpaid fees, and (iv) the payment in full of all reimbursable expenses and other Obligations together with accrued and unpaid interest thereon. (c) The Borrower may from time to time reduce, reduce the Commitments of any Class, Revolving Commitments; provided that (i) each reduction of the Revolving Commitments of any Class shall be in an amount that is an integral multiple of $500,000 1,000,000 and not less than $1,000,000 5,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans in accordance with Section 2.112.10, the aggregate Aggregate Revolving Exposures Exposure would exceed the aggregate Revolving Commitments. (cd) The Borrower 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 one three Business Day 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 Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or conditionfunding sources, 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 terminationdate) if such condition is not satisfied. Any termination or reduction of the Revolving Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such ClassRevolving Commitments.

Termination and Reduction of Commitments. (a) Unless previously terminatedThe 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 Closing Date. The Revolving Credit Commitments (other than any Incremental Revolving Credit Commitments, which shall terminate as provided in the related Incremental Assumption Agreement) and the Swingline Commitments shall automatically terminate on the Revolving Credit Maturity Date. The L/C Commitment shall automatically terminate on the earlier to occur of (i) the Revolving Commitments shall terminate on termination of the Revolving Maturity Date Credit Commitments and (ii) the Amendment No. 3 Delayed Draw Term Commitments shall terminate on date 30 days prior to the earlier of (A) March 4, 2014 and (B) the Amendment No. 3 Delayed Draw Effective Revolving Credit Maturity Date. (b) The Upon at least three Business Days’ prior written or fax notice (or telephone notice promptly confirmed by a written notice) to the Administrative Agent, a Borrower may 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 of any Class; provided, 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 $500,000 the Borrowing Multiple and not less than $1,000,000 and in a minimum amount equal to the Borrowing Minimum, (ii) the Borrower Total Domestic Revolving Credit Commitment shall not terminate or reduce be reduced to an amount that is less than the Aggregate Domestic Revolving Commitments ifCredit Exposure at the time, after giving effect (iii) the Total U.K. Revolving Credit Commitment shall not be reduced to any concurrent prepayment of an amount that is less than the Aggregate U.K. Revolving Loans or Swingline Loans in accordance with Section 2.11, Credit Exposure at the aggregate time and (iv) the Total Multicurrency Revolving Exposures would exceed Credit Commitment shall not be reduced to an amount that is less than the aggregate Aggregate Multicurrency Revolving Commitments. (c) The Borrower shall notify Credit Exposure at 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 shall advise the Lenders of the contents thereoftime. Each notice delivered by the a Borrower pursuant to this Section 2.09(b) shall be irrevocable, ; provided that a notice of termination of the Term Loan Commitments or the Revolving Credit Commitments delivered by the a Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or conditionfacilities, in which case such notice may be revoked by the such Borrower (by notice to the Administrative Agent on or prior to the specified effective date of terminationdate) if such condition is not satisfied. Any termination . (c) Each reduction in the Term Loan Commitments or reduction of the Revolving Credit Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments. The applicable Borrowers shall pay to the Administrative Agent for the account of the applicable Lenders, on the date of each termination or reduction, the Facility Fees on the amount of the Commitments so terminated or reduced accrued to but excluding the date of such Classtermination 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) Unless previously terminated, (i) the Revolving Commitments shall terminate on the Revolving Maturity Date and (iib) the Amendment No. 3 Delayed Draw Term Loan Commitments shall terminate on the earlier of (A) March 4, 2014 and (B) the Amendment NoTerm Loan Commitment Expiry Date as provided in Section 2.01(b). 3 Delayed Draw Effective Date. (b) The Borrower may at any time terminate, or from time to time reduce, the Commitments of any Class, under a particular Facility; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 1,000,000 and not less than $1,000,000 5,000,000 and (ii) the Borrower shall not terminate or reduce the U.S. Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans in accordance with Section 2.11, the aggregate sum of the U.S. Revolving Credit Exposures would exceed the aggregate total U.S. Revolving Commitments and (iii) the Borrower shall not terminate or reduce the Multicurrency Revolving Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.11, the Dollar Amount of the sum of the Multicurrency Revolving Credit Exposures would exceed the total Multicurrency Revolving 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 three Business Day 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 Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or conditionfacilities, 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 terminationdate) 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 under a particular Facility shall be made ratably among the Lenders in accordance with their respective Commitments of under such ClassFacility.

Termination and Reduction of Commitments. (a) Unless Except as otherwise expressly provided herein, unless previously terminated, (i) the 2018 Revolving Commitments shall terminate on the Revolving Maturity Date for the 2018 Revolving Commitments, and (ii) the Amendment No. 3 Delayed Draw Term 2019 Revolving Commitments shall terminate on the earlier of (A) March 4, 2014 and (B) Maturity Date for the Amendment No. 3 Delayed Draw Effective Date2019 Revolving Commitments. (b) The Borrower FCX may at any time terminate, or from time to time reduce, the 2018 Revolving Commitments, the 2019 Revolving Commitments of any Class, or the Swingline Commitments; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 1,000,000 and not less than $1,000,000 5,000,000 and (ii) the Borrower FCX shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans and provision of cash collateral, in each case in accordance with Section 2.112.10(b), the aggregate Revolving Exposures (excluding the LC Exposure with respect to which cash collateral has been provided in accordance with Section 2.10(b)) would exceed the aggregate total Revolving Commitments. (c) The Borrower FCX shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section Section, at least one three Business Day Days prior to the effective date of such termination or reduction, specifying such election or reduction 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 FCX pursuant to this Section shall be irrevocable, ; provided that a notice of termination of the Revolving Commitments delivered by the Borrower FCX may state that such notice is conditioned upon the effectiveness of other credit facilities financings or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or conditionasset dispositions, in which case such notice may be revoked by the Borrower FCX (by notice to the Administrative Agent on or prior to the specified effective date of terminationdate) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the 2018 Revolving Commitments of any Class or the 2019 Revolving Commitments shall be made ratably among the Lenders in accordance with the amounts of their respective individual 2018 Revolving Commitments of such Classor 2019 Revolving Commitments, respectively.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Revolving Facility Commitments shall terminate on the Revolving Facility Maturity Date and (ii) Date. The parties hereto acknowledge that the Amendment No. 3 Delayed Draw Tranche B Term Loan Commitments shall will terminate at 5 p.m. New York City time on the earlier of (A) March 4, 2014 and (B) the Amendment No. 3 Delayed Draw Effective Closing Date. (b) The Borrower may at any time terminate, or from time to time reduce, the Commitments of under any Class, Facility; provided that (i) each reduction of the Commitments of under any Class Facility shall be in an amount that is an integral multiple of $500,000 1.0 million and not less than $1,000,000 5.0 million (or, if less, the remaining amount of the Revolving Facility Commitments) and (ii) the Borrower shall not terminate or reduce the Revolving Facility Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Facility Loans in accordance with Section 2.11, the aggregate Revolving Exposures Facility Credit Exposure would exceed the aggregate total Revolving 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 one three Business Day 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 applicable 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 or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or conditionfacilities, 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 terminationdate) 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 under any Class Facility shall be made ratably among the Lenders in accordance with their respective Commitments of under such ClassFacility.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Revolving Commitments shall terminate on the Revolving Maturity Date and (ii) the Amendment No. 3 Delayed Draw Term Commitments shall terminate on the earlier of (A) March 4, 2014 and (B) the Amendment No. 3 Delayed Draw Effective Date. (b) The Borrower may at any time terminate, or from time to time reduce, the Commitments of any Class, Commitments; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 1,000,000 and not less than $1,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans in accordance with Section 2.11this Agreement, the aggregate sum of the Revolving Exposures would exceed the aggregate Revolving 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 one three Business Day 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 Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or conditionfacilities, 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 terminationdate) if such condition is not satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each Except as provided in paragraph (d) below, each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments Commitments. (d) In the event the Borrower is entitled to replace a non-consenting Lender pursuant to Section 9.02(c), the Borrower shall have the right, upon five Business Days' written notice to the Administrative Agent (which notice the Administrative Agent shall promptly transmit to each of the Lenders), to terminate the entire Commitment of such ClassLender, so long as (i) all Loans, together with accrued and unpaid interest, fees and other amounts owing to such Lender are repaid pursuant to Section 2.10(f) concurrently with the effectiveness of such termination and (ii) the consents required by Section 9.02(c) in connection with the prepayment shall have been obtained, and at such time, such Lender shall no longer constitute a "Lender" for purposes of this Agreement, except with respect to Sections 2.14, 2.15, 2.16 and 9.03 (other than Section 9.03(c)) of this Agreement, which shall survive as to such Lender.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Tranche A Commitments and Tranche B Commitments shall terminate at 5:00 p.m., New York City time, on the Effective Date and (ii) the Revolving Commitments shall terminate on the Revolving Maturity Date and (ii) the Amendment No. 3 Delayed Draw Term Commitments shall terminate on the earlier of (A) March 4, 2014 and (B) the Amendment No. 3 Delayed Draw Effective Date. (b) The Cayman Borrower may and the U.S. Borrower, as applicable, may, without premium or penalty, at any time terminate, or from time to time reduce, the Commitments of any Class, provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 1,000,000 and not less than $1,000,000 5,000,000 and (ii) the Cayman Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans in accordance with Section 2.11, the aggregate sum of the Revolving Exposures would exceed the aggregate total Revolving 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 one three Business Day 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 87 80 notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by either of the Borrower Borrowers pursuant to this Section shall be irrevocable, provided that a notice of termination of the Revolving Commitments delivered by the Cayman Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or conditionfacilities, in which case such notice may be revoked by the Cayman Borrower (by notice to the Administrative Agent on or prior to the specified effective date of terminationdate) 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 Commitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminatedThe Original Term B Commitments terminated on the Closing Date. The Term B Commitments shall automatically terminate at 5:00 p.m., (i) New York City time, on the Third Amendment and Restatement Effective Date. The Original Revolving Commitments terminated on the Third Amendment and Restatement Effective Date. The Revolving Commitments and the Swingline Commitment shall automatically terminate on the Revolving Maturity Date and (ii) the Amendment No. 3 Delayed Draw Term Commitments LC Commitment shall automatically terminate on the earlier of (A) March 4, 2014 and (B) date that is fifteen Business Days prior to the Amendment No. 3 Delayed Draw Effective Revolving Maturity Date. (b) The Borrower may at any time terminate, or from time to time reduce, the Commitments of any Class, ; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 1.0 million and not less than $1,000,000 1.0 million and (ii) the Borrower Revolving Commitments shall not terminate be terminated or reduce the Revolving Commitments reduced if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans in accordance with Section 2.112.10, the aggregate sum of the Revolving Exposures would exceed the aggregate amount of Revolving 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 three Business Day 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 Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or conditionfacilities, 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 terminationdate) 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 Commitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminatedThe Revolving Commitments, (i) the Revolving Commitments Swingline Commitment, and the LC Commitment shall automatically terminate on the Revolving Final Maturity Date and (ii) the Amendment No. 3 Delayed Draw Term Commitments shall terminate on the earlier of (A) March 4, 2014 and (B) the Amendment No. 3 Delayed Draw Effective Date. (b) The Administrative Borrower may at any time terminate, or from time to time permanently reduce, the Commitments of any Class; provided, provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 1.0 million and not less than $1,000,000 5.0 million and (ii) the Borrower Commitments shall not terminate be terminated or reduce the Revolving Commitments reduced if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Exposures would exceed the Swingline Commitment Loans in accordance with Section 2.112.10, the aggregate sum of the Revolving Exposures would exceed the aggregate amount of Revolving CommitmentsCommitments or the LC Exposures would exceed the LC Commitment, the Swingline Exposures would exceed the Swingline Commitment or the LC Exposures would exceed the LC Commitment. (c) The Administrative Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section 2.07 at least one three Business Day 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 Administrative Borrower pursuant to this Section 2.07 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 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 shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the The Revolving Commitments shall terminate immediately and without further action on the Revolving Maturity Date and (ii) the Amendment NoCommitment Termination Date. 3 Delayed Draw The Term Loan Commitments shall terminate on immediately and without further action upon the earlier initial funding of (A) March 4, 2014 and (B) the Amendment No. 3 Delayed Draw Effective DateTerm Loans. (b) The Borrower may at any time terminate, or from time to time reduce, the Commitments of any Class, Revolving Commitments; provided that (i) each reduction of the Revolving 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 (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment payment of the Revolving Loans or Swingline Loans in accordance with Section 2.112.08 (or, if no such Borrowings are outstanding, the deposit of Cash Collateral in an account with the Collateral Agent pursuant to Section 2.20), the aggregate Revolving Exposures Credit Exposure would exceed the aggregate Revolving Commitments. (c) The Borrower shall notify the Administrative Agent by written notice of any election to terminate or reduce the Revolving Commitments under paragraph (b) of this Section at least one hereunder not later than 11:00 a.m., New York City time, three Business Day prior to Days before 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 such 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 another credit facilities facility or the receipt closing of the proceeds from the issuance of other Indebtedness a securities offering or the occurrence of some other identifiable event acquisition or conditionsale, 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 terminationprepayment date) if such condition is not satisfied. Each such notice shall specify the effective date of such termination or reduction. Promptly following receipt of any such notice, the Administrative Agent shall advise the Revolving Lenders of the contents thereof. Any termination or reduction of the Revolving Commitments of any Class shall be permanent. Each reduction of the Revolving Commitments of any Class shall be made ratably among the Revolving Lenders in accordance with their respective Commitments of such ClassRevolving Commitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Tranche A Commitments shall terminate at 5:00 p.m., New York City time, on the Tranche A Termination Date, (ii) the Tranche B Commitments shall terminate at 5:00 p.m., New York City time, on the Effective Date and (iii) the Revolving Commitments shall terminate on the Revolving Maturity Date and (ii) the Amendment No. 3 Delayed Draw Term Commitments shall terminate on the earlier of (A) March 4, 2014 and (B) the Amendment No. 3 Delayed Draw Effective Date. (b) The Borrower may at any time time, without premium or penalty, terminate, or from time to time reduce, the Revolving Commitments of any Class, or unused Tranche A Commitments; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 1,000,000 and not less than $1,000,000 5,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans in accordance with Section 2.11, the aggregate sum of the Revolving Exposures would exceed the aggregate total Revolving 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 three Business Day 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 Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or conditionfacilities, 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 terminationdate) if such condition is not satisfied. (d) If the unused Tranche A Commitments on February 2, 2006, exceed the then-outstanding principal amount of 7.375% Debentures and any accrued and unpaid interest thereon, the Tranche A Commitments will automatically be reduced on such date by the amount of such excess. The Borrower will notify the Administrative Agent as soon as practicable on February 2, 2006, of the amount of any such required reduction. (e) Any termination or reduction of the Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminatedterminated in accordance with the terms of this Agreement, (i) the Tranche 1 Term Commitments shall terminate at 5:00 p.m., New York City time on the First Restatement Effective Date, (ii) the Revolving Commitments shall terminate on the Revolving Revolving/Tranche 1 Term Maturity Date and Date, (iiiii) the Amendment No. 3 Delayed Draw Tranche 2 Term Commitments shall terminate at 5:00 p.m., New York City time on the earlier of (A) March 4, 2014 Second Restatement Effective Date and (Biv) the Amendment No. Tranche 3 Delayed Draw Term Commitments shall terminate at 5:00 p.m., New York City time on the 2008 Restatement Effective Date. (b) The Borrower may at any time terminate, or from time to time reduce, the Commitments of any Class, ; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 1,000,000 and not less than $1,000,000 5,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans in accordance with Section 2.11, the aggregate total Revolving Exposures would exceed the aggregate total Revolving 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 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 voluntary 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 receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or conditionfacilities, 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 terminationdate) 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 Commitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Initial Term Commitments shall terminate at 11:59 p.m., New York City time, on the Effective Date and (ii) the Revolving Commitments shall terminate on the Revolving Maturity Date and (ii) the Amendment No. 3 Delayed Draw Term Commitments shall terminate on the earlier of (A) March 4, 2014 and (B) the Amendment No. 3 Delayed Draw Effective Date. (b) The Borrower may at any time terminate, or from time to time reduce, the Commitments of any Class, provided that (i) each reduction of the 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 (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to 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. 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 (bSection 2.08(b) of this Section by 2:00 p.m., New York City time, 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 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 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 shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminatedThe Tranche B 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 Tranche B Loans on the Restatement Date. The Tranche A Commitments (other than any Incremental Term Loan Commitments, which shall terminate as provided in the related Incremental Assumption Agreement) shall automatically be reduced pro tanto upon the making of any Tranche A Loans and shall automatically terminate at 5:00 p.m., New York City time, on the Delayed Draw Termination Date, if not earlier terminated in accordance with this Agreement. The Revolving Credit Commitments (other than any Incremental Revolving Credit Commitments, which shall terminate as provided in the related Incremental Assumption Agreement) and the Swingline Commitments shall automatically terminate on the Revolving Credit Maturity Date. The L/C Commitment shall automatically terminate on the earlier to occur of (i) the Revolving Commitments shall terminate on termination of the Revolving Maturity Date Credit Commitments and (ii) the Amendment No. 3 Delayed Draw Term Commitments shall terminate on date 30 days prior to the earlier of (A) March 4, 2014 and (B) the Amendment No. 3 Delayed Draw Effective Revolving Credit Maturity Date. (b) The Upon at least three Business Days’ prior written or fax notice (or telephone notice promptly confirmed by a written notice) to the Administrative Agent, a Borrower may 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 of any Class; provided, 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 $500,000 the Borrowing Multiple and not less than $1,000,000 and in a minimum amount equal to the Borrowing Minimum, (ii) the Borrower Total Domestic Revolving Credit Commitment shall not terminate or reduce be reduced to an amount that is less than the Aggregate Domestic Revolving Commitments ifCredit Exposure at the time, after giving effect (iii) the Total U.K. Revolving Credit Commitment shall not be reduced to any concurrent prepayment of an amount that is less than the Aggregate U.K. Revolving Loans or Swingline Loans in accordance with Section 2.11, Credit Exposure at the aggregate time and (iv) the Total Multicurrency Revolving Exposures would exceed Credit Commitment shall not be reduced to an amount that is less than the aggregate Aggregate Multicurrency Revolving Commitments. (c) The Borrower shall notify Credit Exposure at 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 shall advise the Lenders of the contents thereoftime. Each notice delivered by the a Borrower pursuant to this Section 2.09(b) shall be irrevocable, ; provided that a notice of termination of the Term Loan Commitments or the Revolving Credit Commitments delivered by the a Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or conditionfacilities, in which case such notice may be revoked by the such Borrower (by notice to the Administrative Agent on or prior to the specified effective date of terminationdate) if such condition is not satisfied. Any termination . (c) Each reduction in the Term Loan Commitments or reduction of the Revolving Credit Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments. The applicable Borrowers shall pay to the Administrative Agent for the account of the applicable Lenders, on the date of each termination or reduction, the Facility Fees on the amount of the Commitments so terminated or reduced accrued to but excluding the date of such Classtermination 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) Unless previously terminated, (i) the US Tranche Revolving Commitments, the Foreign Tranche Commitments and the Malaysian Tranche Commitments shall terminate on the Revolving Maturity Date and (ii) the Amendment No. 3 Delayed Draw Term Commitments shall terminate on the earlier of (A) March 4, 2014 and (B) the Amendment No. 3 Delayed Draw Effective Date. (b) The Borrower Company may at any time terminate, or from time to time reduce, the Revolving Commitments of any Classthe US Tranche, the Foreign Tranche or the Malaysian Tranche; provided that (i) each reduction of the Commitments of any Class the applicable Tranche shall be in an amount that is an integral multiple of $500,000 the Borrowing Multiple for a Eurocurrency Borrowing denominated in US Dollars and not less than $1,000,000 and the Borrowing Minimum for a Eurocurrency Borrowing denominated in US Dollars, (ii) the Borrower Company shall not terminate or reduce the US Tranche Revolving Commitments if, after giving effect to any concurrent prepayment of the US Tranche Revolving Loans or Swingline Loans in accordance with Section 2.11, the aggregate US Tranche Revolving Exposures would exceed the aggregate US Tranche Revolving Commitments, (iii) the Company shall not terminate or reduce the Foreign Tranche Commitments if, after giving effect to any concurrent prepayment of the Foreign Tranche Revolving Loans in accordance with Section 2.11, the aggregate Foreign Tranche Exposures would exceed the aggregate Foreign Tranche Commitments, and (iv) the Company shall not terminate or reduce the Malaysian Tranche Commitments if, after giving effect to any concurrent prepayment of the Malaysian Tranche Revolving Loans in accordance with Section 2.11, the aggregate Malaysian Tranche Exposures would exceed the aggregate Malaysian Tranche Commitments. (c) The Borrower Company 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 one three Business Day 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 thereofelection. Each notice delivered by the Borrower Company pursuant to this Section shall be irrevocable, ; provided that a notice of termination of the Revolving Commitments delivered by the Borrower Company may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or conditionfacilities, in which case such notice may be revoked by the Borrower Company (by notice to the Administrative Agent on or prior to the specified effective date of terminationdate) 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 applicable Lenders in accordance with their respective Commitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Revolving Commitments shall terminate on the Revolving Maturity Date and (ii) the Amendment No. 3 Delayed Draw Term Commitments shall terminate on the earlier of (A) March 4, 2014 and (B) the Amendment No. 3 Delayed Draw Effective Date. (b) The Borrower may at any time terminate, or from time to time reduce, the Commitments of any Class, ; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 5,000,000 and not less than $1,000,000 5,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans in accordance with Section 2.11, the aggregate amount of the Lenders’ Revolving Exposures would exceed the aggregate total amount of the Lenders’ Revolving 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 three Business Day 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 Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or conditionfacilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent Agent, which shall promptly notify the Lenders, on or prior to the specified effective date of terminationdate) 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 Commitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Term Commitment shall terminate at 5:00 p.m., New York City time, on the Effective Date, and (ii) the Revolving Commitments shall terminate on the Revolving Maturity Date and (ii) the Amendment No. 3 Delayed Draw Term Commitments shall terminate on the earlier of (A) March 4, 2014 and (B) the Amendment No. 3 Delayed Draw Effective Date. (b) The Borrower may at any time terminate, or from time to time reduce, the Commitments of any Class, Revolving Commitment; provided that (i) each reduction of the Commitments of any Class Revolving Commitment shall be in an amount that is an integral multiple of $500,000 100,000 and not less than $1,000,000 (or, if less, the remaining Revolving Commitment) and (ii) the Borrower shall not terminate or reduce the Revolving Commitments Commitment if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans cash collateralization of the LC Exposure in accordance with Section 2.112.04(j), the aggregate sum of the Revolving Exposures would exceed the aggregate total Revolving Commitments. (c) Concurrently with any mandatory prepayment of the aggregate principal amount of the Revolving Loans or cash collateralization of the LC Exposure pursuant to clause Third of Section 2.10(e)(ii), the Revolving Commitment shall be automatically and permanently reduced dollar-for-dollar by the amount of each such prepayment. (d) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments Revolving Commitment under paragraph (b) of this Section Section, or any required reduction of the Revolving Commitments under paragraph (c) of this Section, at least one three Business Day 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 Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of 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 prior to the specified effective date of termination) 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 Commitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) all the Revolving Commitments shall terminate on the Revolving Credit Maturity Date and (ii) the Amendment No. 3 Delayed Draw Term Commitments shall terminate on the earlier of (A) March 4, 2014 and (B) the Amendment No. 3 Delayed Draw Effective Date. (b) The Borrower may at any time terminateterminate the Revolving Commitments upon (i) the payment in full of all outstanding Revolving Loans and LC Disbursements, together with accrued and unpaid interest thereon, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or at the discretion of the Administrative Agent a backup standby letter of credit satisfactory to the Administrative Agent and the Issuing Bank) in an amount equal to 105% of the LC Exposure as of such date), (iii) the payment in full of the accrued and unpaid fees, and (iv) the payment in full of all reimbursable expenses and other Obligations together with accrued and unpaid interest thereon. (c) The Borrower may from time to time reduce, reduce the Commitments of any Class, Revolving Commitments; provided that (i) each reduction of the Revolving Commitments of any Class shall be in an amount that is an integral multiple of $500,000 100,000 and not less than $1,000,000 500,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans in accordance with Section 2.11, the aggregate Aggregate Revolving Exposures Exposure would exceed the aggregate Revolving Commitments. (cd) The Borrower 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 one three (3) Business Day 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 Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or conditionfacilities, 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 terminationdate) if such condition is not satisfied. Any termination or reduction of the Revolving Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such ClassRevolving Commitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Revolving Loan Commitments shall terminate on the Revolving Maturity Date and (ii) the Amendment No. 3 Delayed Draw Term Commitments shall terminate on the earlier of (A) March 4, 2014 and (B) the Amendment No. 3 Delayed Draw Effective Credit Termination Date. (b) The Borrower Borrowers may at any time terminate, terminate or from time to time reduce, reduce the Commitments of any Class, Revolving Loan Commitments; provided that (iA) each reduction of the Revolving Loan Commitments of any Class shall be in an amount that is an integral multiple of $500,000 1,000,000 and not less than $1,000,000 and (iiB) the Borrower Borrowers shall not terminate or reduce the Revolving Loan Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans in accordance with Section 2.112.09, the aggregate Revolving Credit Exposures would exceed the total Revolving Loan Commitments and (C) the aggregate principal amount of all Foreign Revolving CommitmentsLoans at any time outstanding, shall not exceed sixty percent (60%) of the total of all the Lenders’ Revolving Loan Commitments as such commitments are reduced pursuant to this Section 2.07. (c) The Borrower Borrowers shall notify the Administrative Agent of any election to terminate or reduce the Revolving Loan Commitments under paragraph (b) of this Section at least one no earlier than thirty (30) days and no later than three (3) Business Day 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 Borrowers pursuant to this Section shall be irrevocable, ; provided that a notice of termination of the Revolving Loan Commitments delivered by the Domestic Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or conditionfacilities, in which case such notice may be revoked by the Domestic Borrower (by notice to the Administrative Agent on or prior to the specified effective date of terminationdate) if such condition is not satisfied. Any Subject to the rights of the Domestic Borrower under Section 2.18, any, termination or reduction of the Revolving Loan Commitments of any Class shall be permanent. Each reduction of the Revolving Loan Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such ClassRevolving Loan Commitments.

Termination and Reduction of Commitments. (a) Unless previously terminatedThe Revolving Credit Commitments and the LC Commitment shall be automatically terminated at 5:00 p.m., (i) the Revolving Commitments shall terminate New York City time, on the Revolving Credit Maturity Date and (ii) the Amendment No. 3 Delayed Draw Term Commitments shall terminate on the earlier of (A) March 4LC Maturity Date, 2014 and (B) the Amendment No. 3 Delayed Draw Effective Daterespectively. (b) The Upon at least three Business Days' prior irrevocable written or telecopy notice to the Administrative Agent, the Borrower may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Commitments of any ClassRevolving Credit Commitments; provided, provided however, that (i) each partial reduction of the Revolving Credit Commitments of any Class shall be in an amount that is an integral multiple of $500,000 1,000,000 and not less than in a minimum principal amount of $1,000,000 5,000,000 and (ii) the Borrower shall not be permitted to terminate or reduce the Revolving Credit Commitments if, after giving effect to any concurrent prepayment as the result of such termination or reduction, (A) the Revolving Loans or Swingline Loans in accordance with Section 2.11, the aggregate Revolving Exposures LC Commitment would exceed the aggregate remaining Revolving Credit Commitments or (B) the Revolving Credit Utilization would exceed the aggregate remaining Revolving Credit Commitments. The LC Commitment may be voluntarily terminated or reduced by the Borrower, as provided in Section 3.06. (c) The Revolving Credit Commitments shall be permanently reduced by the amount of any mandatory prepayments applied to Swingline Loans or Revolving Credit Borrowings pursuant to Section 2.13(f). (d) Each reduction in the Revolving Credit Commitments hereunder shall be made ratably among the applicable Lenders in accordance with their respective Revolving Credit Commitments. The Borrower shall notify pay to the Administrative Agent for the account of any election to terminate the applicable Lenders, on the date of each termination or reduce reduction, the Commitment Fees on the amount of the Revolving Credit Commitments under paragraph (b) of this Section at least one Business Day prior to so terminated or reduced accrued to, but excluding, the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of . (e) Nothing in this Section 2.09 shall prejudice any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by rights that the Borrower pursuant may have against any Lender that fails to this Section shall be irrevocable, provided that a notice lend as required hereunder prior to the date of termination of the any Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of 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 prior to the specified effective date of termination) 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 Commitments of such ClassCredit Commitment.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Revolving Commitments shall terminate on the Revolving Maturity Date and (ii) Date. Unless previously terminated, the Amendment No. 3 Delayed Draw Unfunded Term Loan Commitments shall terminate on the earlier of (A) March 4, 2014 and (B) the Amendment No. 3 Delayed Draw Effective Term Loan Commitment Expiry Date. (b) The Borrower may at any time terminate, or from time to time reduce, the Commitments of any Class, Revolving Commitments; provided that (i) each reduction of the Revolving Commitments of any Class shall be in an amount that is an integral multiple of $500,000 1,000,000 and not less than $1,000,000 5,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans in accordance with Section 2.11, the aggregate any Lender’s Revolving Exposures Credit Exposure would exceed its Revolving Commitment. The Borrower may at any time terminate, or from time to time reduce, the aggregate Revolving Unfunded Term Loan Commitments; provided that each reduction of the Unfunded Term Loan Commitments shall be in an integral multiple of $1,000,000 and not less than $5,000,000. (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 three Business Day 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 applicable 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 any Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or conditionfacilities, 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 terminationdate) 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 applicable Lenders in accordance with their respective Commitments of such Classapplicable Commitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Aggregate Revolving Commitments shall terminate on the Revolving Maturity Date and (ii) the Amendment No. 3 Delayed Draw Term Commitments shall terminate on the earlier of (A) March 4, 2014 and (B) the Amendment No. 3 Delayed Draw Effective Date. (b) The aggregate Term Loan Commitments shall be automatically and permanently reduced to zero on the date of the Term Loan Borrowing. (c) The Borrower may at any time terminate, or from time to time reduce, the Commitments of any ClassAggregate Revolving Commitments; provided, provided that that, (i) each reduction of the Aggregate Revolving Commitments of any Class shall be in an amount that is an integral multiple of $500,000 1,000,000 and not less than $1,000,000 5,000,000 and (ii) the Borrower shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans in accordance with Section 2.11, the aggregate Dollar Amount of the sum of the Revolving Credit Exposures would exceed the aggregate Aggregate Revolving Commitments. (cd) The Borrower shall notify the Lead Administrative Agent of any election to terminate or reduce the Aggregate Revolving Commitments under paragraph clause (bc) of this Section at least one three (3) Business Day 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 Lead Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable; provided, provided that that, a notice of termination of the Aggregate Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or conditionfacilities, in which case such notice may be revoked by the Borrower (by notice to the Lead Administrative Agent on or prior to the specified effective date of terminationdate) if such condition is not satisfied. Any termination or reduction of the Aggregate Revolving Commitments of any Class shall be permanent. Each reduction of the Aggregate Revolving Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Revolving Commitments. (e) If after giving effect to any reduction or termination of the Aggregate Revolving Commitments under this Section 2.09, the Foreign Currency Sublimit exceeds the Aggregate Revolving Commitments at such time, the Foreign Currency Sublimit shall be automatically reduced by the amount of such Classexcess.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the The Revolving Commitments shall terminate at 11:59 p.m., New York City time, on the Revolving Maturity Date and (ii) the Amendment No. 3 Delayed Draw Term Commitments shall terminate on the earlier of (A) March 4, 2014 and (B) the Amendment No. 3 Delayed Draw Effective Date. (b) The Each Borrower may at any time terminate, or from time to time reduce, the Commitments of any Class, ; provided that (i) each reduction of the 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 (ii) the each Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to 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. The Borrowers may terminate the Commitments of any Defaulting Lender on a non-pro rata basis upon notice to the Administrative Agent, provided that (i) no Significant Event of Default shall have occurred and be continuing and (ii) the Borrowers shall have Cash Collateralized such Defaulting Lender Fronting Exposure to the extent required by Section 2.05(j) and such Cash Collateralization remains in effect with respect to such Defaulting Lender Fronting Exposure. (c) The Each Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least one three Business Day 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 such Borrower pursuant to this Section shall be irrevocable, ; provided that a notice of termination of the Revolving Commitments delivered by the such Borrower may state that such notice is conditioned upon the effectiveness of 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 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 shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, the Term Commitments shall terminate on the Term Drawdown Date simultaneous with the funding of the Term Loans made on the Term Drawdown Date. (ib) Unless previously terminated, and subject to Section 2.09(b)(i), the Revolving Commitments shall terminate on the Revolving Maturity Date and (ii) the Amendment No. 3 Delayed Draw Term Commitments shall terminate on the earlier of (A) March 4, 2014 and (B) the Amendment No. 3 Delayed Draw Effective Date. (bc) The Borrower may at any time terminate, or from time to time reduce, the Commitments of any either Class, ; provided that (i) each reduction of the Commitments of any either Class shall be in an amount that is an integral multiple of $500,000 and not less than $1,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans in accordance with Section 2.112.10, the aggregate total Revolving Credit Exposures would exceed the aggregate total Revolving Commitments. (cd) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments of either Class under paragraph (bc) of this Section at least one five Business Day 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 having Commitments of the affected Class 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 or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or conditionfacilities, 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 terminationdate) 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 either Class shall be made ratably among the Lenders in accordance with their respective Commitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Initial Term Loan Commitments shall terminate at 5:00 p.m., New York City time, on the Effective Date, (ii) the Delayed Draw Term Loan Commitments shall terminate at 5:00 p.m., New York City time, on the earlier of (A) the Delayed Draw Funding Date and (B) the Delayed Draw Expiration Date and (iii) the Revolving Commitments shall terminate on the Revolving Maturity Date and (ii) the Amendment No. 3 Delayed Draw Term Commitments shall terminate on the earlier of (A) March 4, 2014 and (B) the Amendment No. 3 Delayed Draw Effective Date. (b) The Borrower may at any time terminate, or from time to time reduce, the Commitments of any Class, provided ; PROVIDED that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 5,000,000 and not less than $1,000,000 5,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans in accordance with Section 2.11, the aggregate amount of the Lenders' Revolving Exposures would exceed the aggregate total amount of the Lenders' Revolving 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 three Business Day 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 ; 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 receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or conditionfacilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent Agent, which shall promptly notify the Lenders, on or prior to the specified effective date of terminationdate) 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 Commitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Revolving The Additional U.S. Term Loan Commitments shall automatically terminate at 5:00 p.m., New York City time, on the Second Amendment Effectiveness Date; all other Term Loan Commitments have already terminated. The Revolving Commitments, the Swingline Commitment and the LC Commitment shall automatically terminate on the Revolving Maturity Date and (ii) the Amendment No. 3 Delayed Draw Term Commitments shall terminate on the earlier of (A) March 4, 2014 and (B) the Amendment No. 3 Delayed Draw Effective Date. (b) The At its option, the applicable Borrower may at any time terminate, or from time to time permanently reduce, the Commitments of any Class, ; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 1.0 million and not less than $1,000,000 5.0 million and (ii) the Borrower Revolving Commitments shall not terminate be terminated or reduce the Revolving Commitments reduced if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans in accordance with Section 2.112.10, the aggregate amount of Revolving Exposures would exceed the aggregate amount of Revolving Commitments. (c) The applicable Borrower shall notify the Administrative Agent in writing of any election to terminate or reduce the Commitments under paragraph (bSection 2.07(b) of this Section at least one three Business Day 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 a Borrower pursuant to this Section shall be irrevocable, ; provided that a notice of termination of the Revolving Commitments delivered by the a Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or conditionfacilities, in which case such notice may be revoked by the a Borrower (by notice to the Administrative Agent on or prior to the specified effective date of terminationdate) 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 Commitments of such Class. (d) The LC Commitment shall automatically be reduced on a dollar for dollar basis by the face amount of letters of credit terminated in connection with any Permitted Sale and Leaseback Transaction one Business Day after the receipt of such proceeds; provided that the LC Commitment shall not be reduced below $20.0 million pursuant to this Section 2.07(d).

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Term Loan Commitments (other than any Incremental Term Loan Commitments) shall automatically terminate upon the making of the Term Loans on the Closing Date, and (ii) the Revolving Commitments shall terminate on the Revolving Maturity Date and (ii) last day of the Amendment NoAvailability Period. 3 Delayed Draw Any Incremental Term Commitments Loan Commitment shall terminate on as provided in the earlier of (A) March 4, 2014 and (B) the Amendment No. 3 Delayed Draw Effective Dateapplicable Incremental Assumption Agreement. (b) The Borrower may at any time terminate, or from time to time reduce, the Commitments of any ClassRevolving Commitments, provided that (i) each reduction of the 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 (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment or repayment of the Revolving Loans or and the Swingline Loans in accordance with Section 2.112.7, the aggregate sum of the Revolving Exposures of all Revolving Lenders would exceed the aggregate Revolving Commitments, (ii) each such reduction of the Revolving Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000, and (iii) any reduction of the Revolving Commitments to an amount below the L/C Sublimit or the Swingline Sublimit shall automatically reduce the L/C Sublimit or the Swingline Sublimit, as applicable, on a Dollar for Dollar basis. If at 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 (or a combination thereof) and/or Cash Collateralize Letters of Credit in an aggregate amount equal to such excess. (c) [Reserved]. (d) 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 one three (3) Business Day 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 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 or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or conditionfacilities, 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 of terminationdate) if such condition is not satisfiedsatisfied subject to the Borrower’s obligation to indemnify the Lenders pursuant to Section 3.5. Any termination or Each reduction, and any termination, of the Revolving Commitments shall be permanent and each reduction of the Revolving Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Revolving Lenders in accordance with their respective Commitments of such ClassRevolving Commitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the all Revolving Commitments shall terminate on the Revolving Credit Maturity Date and (ii) the Amendment NoDate. 3 Delayed Draw Term The Extended Revolving Commitments shall terminate on the earlier of (A) March 4, 2014 and (B) the Amendment No. 3 Delayed Draw Effective Daterespective maturity dates applicable thereto. (b) The Borrower may at any time terminate, or from time to time reduce, the Revolving Commitments of any Class, ; provided that (i) each reduction of the Revolving Commitments of any Class shall be in an amount that is an integral multiple of $500,000 1,000,000 and not less than $1,000,000 5,000,000 (or, if less, the remaining amount of such Commitments), and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans in accordance with Section 2.112.10, the aggregate Revolving Exposures (excluding, the portion of the Revolving Exposures attributable to outstanding Letters of Credit, if and to the extent that the Borrower has made arrangements satisfactory to the Administrative Agent and the applicable Issuing Bank with respect to such Letters of Credit, and such Issuing Bank has released the Applicable Participants from their participation obligations with respect to such Letters of Credit) would exceed the lesser of (x) the aggregate Revolving CommitmentsCommitments and (y) the Availability Limit. (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 one three (3) Business Day 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 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 receipt instruments of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or conditiontransaction, 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 terminationdate) if such condition is not satisfied. Any termination or reduction of the Revolving Commitments of any Class shall be permanent. Each reduction of the Revolving Commitments of any Class shall shall, except as provided in Section 2.20, be made ratably among the Lenders in accordance with their respective Revolving Commitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) The Revolving Credit Commitments and the Revolving Commitments L/C Commitment shall automatically expire and terminate on the Revolving Maturity Date and (ii) the Amendment No. 3 Delayed Draw Term Commitments shall terminate on the earlier of (A) March 4, 2014 and (B) the Amendment No. 3 Delayed Draw Effective Date. (b) The Borrower Upon at least three Business Days' prior irrevocable written or telecopy notice to the Administrative Agent, the Parent may at any time in whole permanently terminate, or from time to time in part permanently reduce, the Commitments of any ClassRevolving Credit Commitments; provided, provided however, that (i) each partial reduction of the Revolving Credit Commitments of any Class shall be in an amount that is an integral multiple of $500,000 1,000,000 and not less than in a minimum amount of $1,000,000 5,000,000 and (ii) the Borrower Total Revolving Credit Commitment shall not terminate or reduce be reduced to an amount that is less than the Revolving Commitments if, Aggregate Credit Exposure at the time (after giving effect to any concurrent prepayment of Loans). If the Revolving Loans or Swingline Loans in accordance with Section 2.11Administrative Agent receives such a notice from the Parent, the aggregate Revolving Exposures would exceed Administrative Agent shall promptly advise the aggregate Revolving CommitmentsLenders thereof. (c) If proceeds of the sale(s) of assets by the Parent or any of its Subsidiaries are applied to the complete or partial retirement of the Prudential Existing Notes or any Future Permitted Private Placement Debt (whether by prepayment or reacquisition by the Parent or such Subsidiary or otherwise), each Lender's Revolving Credit Commitment shall be reduced by the percentage equivalent of a fraction whose numerator is the aggregate outstanding principal amount of the Prudential Existing Notes and the Future Permitted Private Placement Debt so retired and whose denominator is the aggregate outstanding principal amount of the Prudential Existing Notes and the Future Permitted Private Placement Debt immediately prior to such retirement. The Borrower Parent shall notify give the Administrative Agent and the Lenders at least seven days' prior written notice of any election to terminate complete or reduce partial retirement of the Commitments under paragraph (b) Prudential Existing Notes or the Future Permitted Private Placement Debt out 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 proceeds of any such notice, the Administrative Agent shall advise the Lenders sale(s) of the contents thereof. assets. (d) Each notice delivered by the Borrower pursuant to this Section shall be irrevocable, provided that a notice of termination of reduction in the Revolving Credit Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of 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 prior to the specified effective date of termination) 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 hereunder shall be made ratably among the Lenders in accordance with their respective Revolving Credit Commitments. The Parent shall pay to the Administrative Agent for the account of the applicable Lenders, on the date of each termination or reduction, the Commitment Fees on the amount of the Revolving Credit Commitments so terminated or reduced accrued to but excluding the date of such Classtermination or reduction.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Term Loan Commitments shall terminate at 5:00 p.m., New York City time, on the Effective Date,(ii) the Revolving Commitments shall terminate on the Revolving Maturity Date and (iiiii) all the Amendment No. 3 Delayed Draw Term Commitments shall terminate on if the earlier of (A) March 4initial borrowing hereunder shall not have occurred by September 15, 2014 and (B) the Amendment No. 3 Delayed Draw Effective Date1997. (b) The Borrower may at any time terminate, or from time to time reduce, the Commitments of any Class, provided ; PROVIDED that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 1,000,000 and not less than $1,000,000 10,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans in accordance with Section 2.11, the aggregate sum of the Revolving Exposures would exceed the aggregate total Revolving 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 three Business Day 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 ; 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 receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or conditionfacilities, 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 terminationdate) 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 Commitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Tranche A Revolving Commitments shall terminate on the Tranche A Revolving Credit Facility Maturity Date and (ii) the Amendment No. 3 Delayed Draw Term Tranche B Revolving Commitments shall terminate on the earlier of (A) March 4, 2014 and (B) the Amendment No. 3 Delayed Draw Effective Tranche B Revolving Credit Facility Maturity Date. (b) The Administrative Borrower may at any time terminate, or from time to time reduce, the Tranche A Revolving Commitments of any Classor the Tranche B Revolving Commitments, as applicable; provided that (i) each partial reduction of the Revolvingsuch Commitments of any Class shall be in an amount that is an integral multiple of $500,000 1,000,000 and not less than $1,000,000 and and, (ii) the Administrative Borrower shall not terminate or reduce the Tranche A Revolving Commitments or the Tranche B Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans in accordance with Section 2.112.10, the aggregate sum of the Tranche A Revolving Credit Exposures would exceed the aggregate Tranche A Revolving Commitments. or the sum of the Tranche B Revolving Credit Exposures would exceed the aggregate Tranche B Revolving Commitments, as applicable, and (iii) the Administrative Borrower shall have no right to terminate or reduce any Lender’s Tranche B Revolving Commitment prior to the Tranche A Revolving Credit Facility Termination Date. (c) The Administrative Borrower shall notify the Administrative Agent of any election to terminate or reduce the theany Commitments under paragraph (bSection 2.08(b) of this Section at least one three (3) Business Day 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 Tranche A Revolving Lenders or the Tranche B Revolving Lenders, as applicable, of the contents thereof. Each notice delivered by the Administrative Borrower pursuant to this Section 2.08(c) 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 other credit facilities or the receipt of the proceeds from the facilities, an issuance of other Indebtedness equity or the occurrence debt securities, or a change of some other identifiable event control, asset sale or conditionsimilar event, in which case such notice may be revoked by the Administrative Borrower (by notice to the Administrative Agent on or prior to the specified effective date of terminationdate) if such condition is not satisfied. Any termination or reduction of the Tranche A Revolving Commitments of any Class or the Tranche B Revolving Commitments shall be permanent. Each reduction of the Tranche A Revolving Commitments of any Class shall be made ratably among the Tranche A Revolving Lenders in accordance with their respective Tranche A Revolving Commitments and each reduction of such Classthe Tranche B Revolving Commitments shall be made ratably among the Tranche B Revolving Lenders in accordance with their respective Tranche B Revolving Commitments.

Termination and Reduction of Commitments. (a) Unless previously terminatedThe Revolving Commitments, (i) the Revolving Commitments Swingline Commitment and the LC Commitment shall automatically terminate on the Revolving Maturity Date and (ii) the Amendment No. 3 Delayed Draw Term Commitments shall terminate on the earlier of (A) March 4, 2014 and (B) the Amendment No. 3 Delayed Draw Effective Date. (ba) The At its option, Borrower may at any time terminate, or from time to time permanently reduce, the Commitments of any Class, Revolving Commitments; provided that (i) each reduction of the Revolving Commitments of any Class shall be in an amount that is an integral multiple of $500,000 2,500,000 and not less than $1,000,000 and 5,000,000; (ii) the Borrower shall not terminate or reduce unless the Revolving Commitments are being terminated in full in connection with the simultaneous payment in full of all Obligations, the Revolving Commitments shall not be reduced to below $30,000,000; (iii) the Revolving Commitments shall not be terminated or reduced if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans in accordance with Section 2.112.09, the aggregate amount of Revolving Exposures would exceed the aggregate amount of Revolving Commitments; and (iv) simultaneously with any termination or reduction, Borrower shall have paid to the Administrative Agent for the benefit of the Revolving Lenders the Early Termination Fee (if any). (cb) The Borrower shall notify the Administrative Agent in writing of any election to terminate or reduce the Revolving Commitments under paragraph (bSection 2.07(b) of this Section at least one three Business Day 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 2.07 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 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 Revolving Commitments of any Class shall be permanent. Each reduction of the Revolving Commitments of any Class shall be made ratably among the Revolving Lenders in accordance with their respective Commitments of such Class.Revolving Commitments. 45

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Original Term Commitments shall terminate at 5:00 p.m., New York City time, on the Effective Date, (ii) the New Term Commitments shall terminate at 5:00 p.m., New York City time, on the First Amendment Effective Date and, (iii) the 2016 Term Commitments shall terminate at 5:00 p.m., New York City time, on the Second Amendment Effective Date and (iv) all the Revolving Commitments shall terminate on the Revolving Credit Maturity Date and (ii) the Amendment No. 3 Delayed Draw Term Commitments shall terminate on the earlier of (A) March 4, 2014 and (B) the Amendment No. 3 Delayed Draw Effective Date. (b) The Borrower may at any time terminateterminate the Revolving Commitments upon (i) the payment in full of all outstanding Revolving Loans and LC Disbursements, together with accrued and unpaid interest thereon, (ii) the cancellation and return of all outstanding Letters of Credit (or alternatively, with respect to each such Letter of Credit, the furnishing to the Administrative Agent of a cash deposit (or at the discretion of the Administrative Agent a backup standby letter of credit reasonably satisfactory to the Administrative Agent) equal to 100% of the LC Exposure as of such date), (iii) the payment in full of the accrued and unpaid fees, and (iv) the payment in full of all reimbursable expenses and other Obligations together with accrued and unpaid interest thereon. (c) The Borrower may from time to time reduce, reduce the Commitments of any Class, Revolving Commitments; provided that (i) each reduction of the Revolving Commitments of any Class shall be in an amount that is an integral multiple of $500,000 1,000,000 and not less than $1,000,000 5,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans in accordance with Section 2.112.10, the aggregate Aggregate Revolving Exposures Exposure would exceed the aggregate Revolving Commitments. (cd) The Borrower 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 one three Business Day 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 Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or conditionfunding sources, 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 terminationdate) if such condition is not satisfied. Any termination or reduction of the Revolving Commitments of any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such ClassRevolving Commitments.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Initial Term Commitments terminated at 11:59 p.m., New York City time, on the Effective Date, (ii) the First Additional Term Commitments shall terminate at 11:59 p.m., New York City time, on the Amendment No. 1 Effective Date and (iii) the Term B-1 Loan Commitments and the Additional Term B-1 Commitments shall terminate at 11:59 p.m., New York City time, on the Amendment No. 3 Effective Date. Unless previously terminated, (i) the 2026 Revolving Commitments shall terminate at 11:59 p.m., New York City time, on the Non-Extended Revolving Maturity Date and (ii) the Amendment No. 3 Delayed Draw Term 2028 Revolving Commitments shall terminate at 11:59 p.m., New York City time, on the earlier of (A) March 4, 2014 and (B) the Amendment No. 3 Delayed Draw Effective Extended Revolving Maturity Date. (b) The Borrower may at any time terminate, or from time to time reduce, the Commitments of any Class, ; provided that (i) each reduction of the 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 (ii) the Borrower 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 in accordance with Section 2.11, the aggregate Revolving Exposures of such Class would exceed the aggregate Revolving CommitmentsCommitments of such Class. 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 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 delivered by the Borrower may state that such notice is conditioned upon the effectiveness of 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 prior to the specified effective date of termination) 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 Commitments of such Class.

Termination and Reduction of Commitments. (a) Unless previously terminated, (i) the Revolving Commitments shall terminate on the Revolving Maturity Date and (ii) the Amendment No. 3 Delayed Draw Term Commitments shall terminate on the earlier of (A) March 4, 2014 and (B) the Amendment No. 3 Delayed Draw Effective Date. (b) The Borrower may at any time terminate, or from time to time reduce, the Commitments of any Class, Commitments; provided that (i) each reduction of the Commitments of any Class shall be in an amount that is an integral multiple of $500,000 and not less than $1,000,000 10,000,000 and (ii) the Borrower shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent prepayment of the Revolving Loans or Swingline Loans in accordance with Section 2.112.09, the aggregate sum of the Revolving Credit Exposures would exceed the aggregate Revolving 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 one three Business Day 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 Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or conditionfacilities, 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 terminationdate) 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 Commitments Commitments. (d) The Borrower may request up to three (3) one-year extensions of the Maturity Date by requesting such extension in writing and delivering such request to the Administrative Agent and the Lenders not sooner than 120 days nor later than 60 days before each yearly anniversary of the date of this Agreement, commencing with the first such anniversary date occurring in the year 2001. To be effective, all of the Lenders must consent to such extension by not later than 30 days after receipt of such Classextension request, which consent may be withheld in each Lender's sole discretion. If any Lender has not responded to such request in writing within 30 days after receipt of the written request of the Borrower, such failure shall be deemed a denial of said request.